NuVox, Inc. Form S-8 Amendment No. 1 Exhibit 4.8



Exhibit 4.8


AMENDMENT TO

STOCKHOLDERS’ AGREEMENT


        THIS
AMENDMENT TO STOCKHOLDERS’ AGREEMENT (this “Amendment”) by
and among NUVOX, INC. (formerly known as Gabriel Communications, Inc.), a
Delaware corporation (the “Company”), and the stockholders of the
Company who have executed this Amendment, is made as of September __, 2001. 


Background


        a.     
The Company and its stockholders have entered into an Amended and Restated
Stockholders’ Agreement dated as of March 31, 2000 (the
“Stockholders’ Agreement”) providing for certain rights and
obligations of such stockholders. Capitalized terms used but not defined herein
shall have the meanings given them in the Series D Purchase Agreement. 


        b.     
The parties desire to amend the Stockholders' Agreement in certain respects.


Agreement


        
On the basis of the foregoing, the parties agree as follows:


        1.     
Amendments to Agreement.  The Stockholders' Agreement is hereby amended as follows:


             
(a)    The lead in  statement  of Section 1  (appearing  before  the  definition  of  Affiliate  therein)  is
amended to read in its entirety as follows:


	 	
“For
all purposes of this Agreement, the following terms shall have the meanings set
forth below (capitalized terms not otherwise defined herein shall have the
meanings set forth in the Series D Purchase Agreement for such terms):"



             
(b)    The  definitions  of  "Founder's  Shares" and  "Founding  Stockholder"  set forth in  Section 1 of the
Stockholders' Agreement is deleted.


             
(c)     The  definition  of  "Institutional  Stockholders"  set  forth  in  Section 1  of  the  Stockholders'
Agreement is amended to read in its entirety as follows:


	 	
Institutional Stockholders. Institutional Stockholders shall mean, initially, the
Stockholders listed on Exhibit A hereto, and thereafter any Person who
becomes a party to this Agreement as an Institutional Stockholder by executing
an Instrument of Accession in connection with the transfer to such Person from
any Stockholder (provided that the transfer to such subsequent holder is
permitted by this Agreement and the Securities Purchase Agreements) or
acquisition by such Person of Stock from the Company which such Instrument of
Accession states that the Person is an Institutional Stockholder;
provided that a Person shall cease to be an Institutional Stockholder at
such time as such Person ceases to own Stock.



             
(d)    The  definition of "Management  Stockholders"  set forth in Section 1 of the  Stockholders'  Agreement
is amended to read in its entirety as follows:


	 	
Management Stockholders. Management Stockholder shall mean,
initially, the Stockholders listed on Exhibit B hereto, and thereafter any
Person who becomes a party to this Agreement as a Management Stockholder by
executing an Instrument of Accession in connection with the transfer to such
Person from any Stockholder (provided that the transfer to such subsequent
holder is permitted by this Agreement and the Securities Purchase Agreements) or
acquisition by such Person of Stock from the Company which such Instrument of
Accession states that such Person is a Management Stockholder; provided
that a Person shall cease to be a Management Stockholder at such time as such
Person ceases to own Stock.



             
(e)    The  following  definition  shall be added to  Section 1 of the  Stockholders'  Agreement  immediately
following the definition of "Series B Purchase Agreement":


	 	
Series D Purchase Agreement. The term “Series D Purchase Agreement”
shall mean the Securities Purchase Agreement dated as of September __, 2001
among the Company and the Purchasers named therein providing for the purchase by
such Purchasers of certain Units, with each Unit consisting of one share of
Series D Convertible Preferred Stock of the Company, one warrant to purchase one
share of Series D Convertible Preferred Stock of the Company at $1.50 per share
and additional warrants expiring March 31, 2002 to acquire shares of various of
the series of Series E Convertible Preferred Stock at $1.00 per share ($1.75 per
share for holders of Series B Convertible Preferred Stock who subscribe for less
than 125% of their pro rata portion of the offering based on their investment in
Series B Preferred Stock).






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(f)    The  definition  of  "Securities  Purchase  Agreements"  set forth in Section 1  of the  Stockholders'
Agreement is amended to read in its entirety as follows:


	 	
Securities Purchase Agreements. The term “Securities Purchase
Agreements” shall mean the Series A Purchase Agreement, the Series A-1
Purchase Agreement, the Series B Purchase Agreement and the
Series D Securities Purchase Agreement.”





             
(g)    The definition of "Stockholders"  set forth in Section 1 of the Stockholders'  Agreement is amended to
read in its entirety as follows:


	 	
Stockholders.
Stockholders shall mean, initially, the Institutional Stockholders and the
Management Stockholders of the Company, and thereafter any
Person who becomes a party to this Agreement by executing an Instrument of
Accession in connection with the transfer to or acquisition by such Person of
any Stock from the Company or any Stockholder or any subsequent transferee of a
Stockholder; provided that a Person shall cease to be a Stockholder hereunder at
such time as such Person ceases to own Restricted Securities.





             
(h)    Clause  (iii) in the first  sentence of Section  3.1  thereof is amended to replace the words  "Option
Plan" with the words  "Equity  Incentive  Plan." The  following  words will be  inserted  following  the words "the
Stockholders"  in Section 3.1:  "who are  "accredited  investors" as defined under Rule 501(a) under the Securities
Act".  The words  "Each  Stockholder"  in the final  sentence  of  Section 3.1  are  deleted  and  amended  to read
"Stockholders who are "accredited investors" as defined under Rule 501(a) under the Securities Act".


             
(i)     Section  4.2(b)  thereof is amended  to insert the words "six or"  between  the words "...if there are"
and the words "five Institutional Directors present..." appearing in the 5th and 6th lines of such section. 


             
(j)     Section 4.2(b)(vi) is amended to read in its entirety as follows:


	 	
“any increase in the number of shares available for grants under the Equity Incentive
Plan and the determination of the prices of any Awards
granted thereunder and the adoption of any other employee benefit plan
authorizing the issuance of or the grant of Awards based on Stock;"





             
(k)    The first  sentence  of Section  4.3  thereof is amended  to  replace  the words  "Section  4.5 of the
Series B Purchase Agreement" with the words "Section 4.5 of the Series D Purchase  Agreement,  except to the extent
specifically contemplated by the Equity Incentive Plan in effect on the date of the Series D Purchase Agreement"


             
(l)    The second  sentence  of Section  4.5 is hereby  amended to replace the words  "Section  8.2  thereof"
with the words "Section 7.26 of the Series D Purchase  Agreement or Section 8.2 of any of the  Securities  Purchase
Agreements."


             
(m)     A new Section 4.6 is added to read in its entirety as follows:


	 	
“4.6 Series E Voting Agreement. Under Section 242(b)(2) of the
General Corporation Law of the State of Delaware, holders of shares of each
series of Series E Preferred Stock (as defined in the Series D Purchase
Agreement) are entitled to vote separately as a series upon any proposed
amendment to the Charter which would alter or change the powers, preferences or
special rights of the shares of such series to affect them adversely. In
exercising rights under Section 242(b)(2) or otherwise, each Stockholder agrees,
when and as requested by the Company in connection with a proposed amendment to
the Company’s Charter, to vote, or cause to be voted, all shares of any
series of Series E Preferred Stock which such Stockholder owns from time to time
in favor of any amendment to the Charter provided that (i) at least a majority
of the shares of all of the series of Series E Preferred Stock, voting as a
single class, have agreed to vote in favor of such amendment, and (ii) to the
extent that such amendment would affect the powers, preferences or special
rights of the holders of the various series of Series E Preferred Stock, it
would affect the holders of all of the series of Series E Preferred Stock in an
equivalent or proportionate manner (it being understood that, by way of example
only, the requirements of (ii) above shall be deemed satisfied in any situation
where the respective liquidation preferences, conversion prices or conversion
ratios applicable to all such series of Series E Preferred Stock are affected or
adjusted proportionately as among the various series of Series E Preferred
Stock, regardless of the fact that the actual effect upon or adjustments to each
such series would involve different actual numbers as a result of each such
series having different initial liquidation preferences, conversion prices or
conversion ratios).






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(n)     Section 5(a) is deleted and replaced with the words "(a) [Intentionally omitted]".


             
(o)     The first sentence of Section 5(b) is deleted in its entirety and replaced with the following:


	 	
“Other than in the event that any Stockholder or group of Stockholders shall desire to
sell more than fifty-one percent (51%) of the Stock then issued and outstanding
and shall have received a bona fide written offer for the purchase thereof, in
which event Section 5(c) applies, if any holder of Stock desires to sell,
assign, pledge, encumber or otherwise transfer any of its shares of Stock (other
than to an Affiliate or pursuant to a Public Sale or a Capital Transaction or in
a distribution to its partners, members or stockholders and other than any
holder of Stock whose shares of such Stock are subject to the provisions of
Section 3 of the Shareholders’ Agreement, in which case the provisions of
said Section 3 and not this Section 5(b) shall apply to such shares of Stock),
such holder (a “Selling Stockholder”) shall so notify the Company and
the other Stockholders in writing and shall negotiate in good faith with the
Company concerning the sale of such shares of Stock to the Company or the other
Stockholders during the 30 day period following the receipt of such
notice.”





             
(p)     The  following   words  are  added  at  the  beginning  of  the  first   sentence  of   Section 5(c):
"Notwithstanding  the provisions of Section 5(b)  above which shall not apply under the following  circumstances,".
The  phrase  "in  accordance  with  paragraph  (b) of this  Section 5"  is  deleted  from  the  first  sentence  of
Section 5(c).


             
(q)     The words "the Founding Stockholder," are deleted from the first sentence of Section 6.


             
(r)    The words "and  December 13, 1999" are  inserted in  Section 8  following  the words "as amended as of
November 18, 1998".


             
(s)     In  Section   14(i),   the  Chief   Executive   Officer's  FAX  number  is  amended  to  read  "(FAX:
636/757-0000)".  The addresses following "with copies to" are deleted and replaced with the following:


	  	"Bryan Cave LLP

                                        One Metropolitan Square

                                        211 North Broadway, Suite 3600

                                        St. Louis, Missouri 63102

                                        Attention:  Denis McCusker, Esq.

                                        FAX:  314/259-2020" 



             
(t)    The  references  to  "Gabriel  Communications,  Inc." on the  cover  page,  page 1  and  page 9 of the
Stockholders' Agreement are amended to read "NuVox, Inc."


        2.     
Effectiveness of Amendment.


        
     This Amendment shall become effective when executed by the Company and when the
Company shall have received counterparts of this Amendment signed by
Stockholders owning at least 66-2/3% of the total number of shares of the
Company’s Stock in accordance with Section 6 of the Stockholders’
Agreement. 


        3.     
 Affirmation of Agreement.


        
     Except as amended hereby, the Stockholders’ Agreement shall remain in effect in
accordance with its terms. 


        
     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date indicated above.


	  

	 NUVOX, INC. 


	  	By:	
 
	  	 	David L. Solomon, Chief Executive Officer



[Signatures of stockholders]






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