Lumos Networks Corp. Sample Contracts

Lumos Networks Corp. 2,512,121 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • November 18th, 2013 • Lumos Networks Corp. • Telephone communications (no radiotelephone) • New York

Certain stockholders of Lumos Networks Corp., a Delaware corporation (the “Company”) named in Schedule 2 attached hereto (the “Selling Stockholders”), propose to sell an aggregate of 2,512,121 shares (the “Firm Stock”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). In addition, the Selling Stockholders propose to grant to the underwriters (the “Underwriters”) named in Schedule 1 attached to this agreement (this “Agreement”) an option to purchase up to an aggregate of 376,818 additional shares of the Common Stock on the terms set forth in Section 3 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.” This is to confirm the agreement concerning the purchase of the Stock from the Selling Stockholders by the Underwriters.

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EMPLOYMENT AGREEMENT
Employment Agreement • March 10th, 2016 • Lumos Networks Corp. • Telephone communications (no radiotelephone) • Virginia

THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of May 15, 2013 (the “Effective Date”) between Jeffrey J. Miller (the “Executive”) and Lumos Networks Operating Company, a Delaware corporation, Lumos Networks Corp., a Delaware corporation (“Holdings”), and Lumos Payroll Corp., a Virginia corporation (collectively with Lumos Networks Operating Company and Holdings, the “Company”), recites and provides as follows:

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425,000,000 CREDIT AGREEMENT Dated as of April 30, 2013 Among LUMOS NETWORKS OPERATING COMPANY as Borrower and THE SUBSIDIARY GUARANTORS NAMED HEREIN as Subsidiary Guarantors and THE INITIAL LENDERS AND INITIAL ISSUING BANK NAMED HEREIN as Initial...
Credit Agreement • April 30th, 2013 • Lumos Networks Corp. • Telephone communications (no radiotelephone) • New York
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SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN NTELOS HOLDINGS CORP. AND LUMOS NETWORKS CORP. DATED AS OF
Separation and Distribution Agreement • October 17th, 2011 • Lumos Networks Corp. • Telephone communications (no radiotelephone) • Delaware

THIS SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of [ ], 2011, is entered into by and between NTELOS Holdings Corp., a Delaware corporation (“NTELOS”), and Lumos Networks Corp., a Delaware corporation and, as of the date of this Agreement, a wholly owned subsidiary of NTELOS (“Wireline”).

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Lumos Networks Corp. 1,600,000 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • March 18th, 2015 • Lumos Networks Corp. • Telephone communications (no radiotelephone) • New York

Certain stockholders of Lumos Networks Corp., a Delaware corporation (the “Company”) named in Schedule I attached hereto (collectively, the “Selling Stockholder”), propose to sell an aggregate of 1,600,000 shares (the “Stock”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”) to UBS Securities LLC, as underwriter of this offering (the “Underwriter”). This agreement (this “Agreement”) confirms the terms of the purchase of the Stock from the Selling Stockholder by the Underwriter.

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FORM OF TAX MATTERS AGREEMENT BY AND BETWEEN NTELOS HOLDINGS CORP. AND LUMOS NETWORKS CORP. DATED AS OF
Tax Matters Agreement • August 9th, 2011 • NTELOS Wireline One Inc. • Telephone communications (no radiotelephone)

TAX MATTERS AGREEMENT (this “Agreement”), dated as of [ ], 2011 is entered into by and between NTELOS Holdings Corp., a Delaware corporation (“NTELOS”) and Lumos Networks Corp., a Delaware corporation (“Wireline”) (together, the “Companies” and, as the context requires, individually referred to herein as the “Company”).

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SHAREHOLDERS AGREEMENT dated as of among LUMOS NETWORKS CORP. QUADRANGLE CAPITAL PARTNERS LP, QUADRANGLE SELECT PARTNERS LP, QUADRANGLE CAPITAL PARTNERS-A LP, QUADRANGLE NTELOS HOLDINGS II LP and THE MANAGEMENT SHAREHOLDERS NAMED HEREIN
Shareholder Agreement • August 9th, 2011 • NTELOS Wireline One Inc. • Telephone communications (no radiotelephone) • Delaware

SHAREHOLDERS AGREEMENT (this “Agreement”) dated as of __________ ___, 2011 among (i) Lumos Networks Corp., a Delaware corporation (the “Company”), (ii) Quadrangle Capital Partners LP, a Delaware limited partnership, Quadrangle Select Partners LP, a Delaware limited partnership, Quadrangle Capital Partners-A LP, a Delaware limited partnership and Quadrangle NTELOS Holdings II LP, a Delaware limited partnership (collectively, the “Quadrangle Entities”) and (iii) solely for the limited purposes of Sections 4.02 and 4.03, the Persons listed on the signature pages hereof under “Management Shareholders” (the “Management Shareholders”).

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EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN NTELOS HOLDINGS CORP. AND LUMOS NETWORKS CORP. DATED AS OF _____________, 2011
Employee Matters Agreement • August 9th, 2011 • NTELOS Wireline One Inc. • Telephone communications (no radiotelephone) • Delaware

THIS EMPLOYEE MATTERS AGREEMENT (the “Agreement”), dated as of __________, 2011 is by and between NTELOS Holdings Corp, a Delaware corporation (“NTELOS”), and Lumos Networks Corp., a Delaware corporation (“Wireline”).

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FORM OF SOFTWARE AND PROPRIETARY INFORMATION AGREEMENT BETWEEN NTELOS HOLDINGS CORP. AND LUMOS NETWORKS CORP.
Software and Proprietary Information Agreement • August 9th, 2011 • NTELOS Wireline One Inc. • Telephone communications (no radiotelephone) • Delaware

This SOFTWARE AND PROPRIETARY INFORMATION AGREEMENT (“Agreement”) is made, effective as of the Distribution Date (as defined herein), by and between NTELOS Holdings Corp., a Delaware corporation (“NTELOS”), and Lumos Networks Corp., a Delaware corporation (“Wireline”).

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CONFIDENTIAL January 11, 2016 Craig M. Drinkhall
Severance Agreement • January 15th, 2016 • Lumos Networks Corp. • Telephone communications (no radiotelephone) • Virginia
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THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 6th, 2015 • Lumos Networks Corp. • Telephone communications (no radiotelephone) • New York

THIS THIRD AMENDMENT TO CREDIT AGREEMENT dated as of August 5, 2015 (this “Amendment”), by and among LUMOS NETWORKS OPERATING COMPANY, a Delaware corporation (“Borrower”), the Subsidiary Guarantors (as defined in the Credit Agreement), each of the Negative Pledgors (as defined in the Credit Agreement), COBANK, ACB (“CoBank”), as Administrative Agent and Collateral Agent, and each of the other financial institutions executing this Amendment and identified as a Lender on the signature pages hereto (the “Lenders”).

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TRANSITION SERVICES AGREEMENT BY AND BETWEEN NTELOS HOLDINGS CORP. AND LUMOS NETWORKS OPERATING COMPANY DATED AS OF , 2011
Transition Services Agreement • August 9th, 2011 • NTELOS Wireline One Inc. • Telephone communications (no radiotelephone) • Delaware

THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) made as of _______ __, 2011, between NTELOS Holdings Corp., a Delaware corporation (“NTELOS”) and Lumos Networks Operating Company, a Delaware corporation (“Wireline Two”).

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NOTES PURCHASE AGREEMENT DATED AS OF AUGUST 5, 2015 BY AND BETWEEN LUMOS NETWORKS CORP. AND LUMOS DEBT HOLDINGS, L.P.
Notes Purchase Agreement • August 6th, 2015 • Lumos Networks Corp. • Telephone communications (no radiotelephone) • New York

This Notes Purchase Agreement, dated as of August 5, 2015 (this “Agreement”), is by and between Lumos Networks Corp., a Delaware corporation (the “Company”), and Lumos Debt Holdings, L.P., a Delaware limited partnership (the “Purchaser”).

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JOINT FILING AGREEMENT
Joint Filing Agreement • November 3rd, 2011 • Lumos Networks Corp. • Telephone communications (no radiotelephone)

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the common stock, par value US$0.01 per share, of Lumos Networks Corp. and further agree to the filing of this agreement as an exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13D.

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FIRST AMENDMENT AGREEMENT
First Amendment Agreement • March 7th, 2014 • Lumos Networks Corp. • Telephone communications (no radiotelephone)

This FIRST AMENDMENT AGREEMENT (this “Agreement”), dated as of October 8, 2013, is entered into among LUMOS NETWORKS OPERATING COMPANY, a Delaware corporation (the “Borrower”), each of the Subsidiaries of the Borrower listed on the signature pages hereto (individually, a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”; and together with the Borrower, individually, a “Loan Party” and, collectively, the “Loan Parties”), each of the Negative Pledgors listed on the signature pages hereto (individually, a “Negative Pledgor” and collectively, the “Negative Pledgors”), COBANK, ACB, as Administrative Agent (the “Administrative Agent”), and each of the financial institutions executing this Agreement and identified as a Lender on the signature pages hereto (the “Lenders”).

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INVESTORS RIGHTS AGREEMENT by and between Lumos Networks Corp. and Lumos Investment Holdings, Ltd. Dated as of August 6, 2015
Investors Rights Agreement • August 6th, 2015 • Lumos Networks Corp. • Telephone communications (no radiotelephone) • New York

INVESTORS RIGHTS AGREEMENT dated as of August 6, 2015, by and between Lumos Networks Corp., a Delaware corporation (the “Company”) and Lumos Investment Holdings, Ltd., Cayman Islands exempted company (the “Initial Stockholder”).

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CONFIDENTIAL
Employment Agreement • August 2nd, 2012 • Lumos Networks Corp. • Telephone communications (no radiotelephone) • Virginia
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AGREEMENT AND PLAN OF MERGER dated as of February 18, 2017 among LUMOS NETWORKS CORP., MTN INFRASTRUCTURE TOPCO, INC. and MTN INFRASTRUCTURE BIDCO, INC.
Merger Agreement • February 22nd, 2017 • Lumos Networks Corp. • Telephone communications (no radiotelephone) • New York

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 18, 2017, is entered into among Lumos Networks Corp., a Delaware corporation (the “Company”), MTN Infrastructure TopCo, Inc., a Delaware corporation (“Parent”), and MTN Infrastructure BidCo, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Subsidiary”).

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JOINDER AGREEMENT AND SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • January 2nd, 2015 • Lumos Networks Corp. • Telephone communications (no radiotelephone) • New York

If the Administrative Agent determines that (i) the Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Leverage Ratio would have resulted in different pricing for any period, then (1) if the proper calculation of the Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall automatically and retroactively be obligated to pay to the Administrative Agent, promptly on demand by the Administrative Agent, an amount equal to the excess of the amount of interest that should have been paid for such period over the amount of interest actually paid for such period; and (2) if the proper calculation of the Leverage Ratio would have resulted in lower pricing for such period, the Administrative Agent and the Lenders shall have no obligation to repay any interest to the Borrower; provided that if a proper calculation of the Leverage Ratio would have resulted in higher pricing for one or more period

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WARRANTS PURCHASE AGREEMENT DATED AS OF AUGUST 5, 2015 BY AND BETWEEN LUMOS NETWORKS CORP. AND LUMOS INVESTMENT HOLDINGS, LTD.
Warrants Purchase Agreement • August 6th, 2015 • Lumos Networks Corp. • Telephone communications (no radiotelephone) • New York

This Warrants Purchase Agreement, dated as of August 5, 2015 (this “Agreement”), is by and between Lumos Networks Corp., a Delaware corporation (the “Company”), and Lumos Investment Holdings, Ltd., a Cayman Islands exempted company (the “Purchaser”).

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FIRST AMENDMENT
Shareholders Agreement • May 5th, 2015 • Lumos Networks Corp. • Telephone communications (no radiotelephone) • Delaware

This FIRST AMENDMENT TO SHAREHOLDERS AGREEMENT (this “Amendment”) dated as of this 20th day of March, 2015, has been entered into by (i) Lumos Networks Corp., a Delaware corporation (the “Company”), and (ii) Quadrangle Capital Partners LP, a Delaware limited partnership, Quadrangle Select Partners LP, a Delaware limited partnership, Quadrangle Capital Partners-A LP, a Delaware limited partnership and Quadrangle NTELOS Holdings II LP, a Delaware limited partnership (collectively, the “Quadrangle Entities”).

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FORM OF TRADEMARK AND DOMAIN NAME ASSIGNMENT AND LICENSE AGREEMENT
Trademark and Domain Name Assignment and License Agreement • August 9th, 2011 • NTELOS Wireline One Inc. • Telephone communications (no radiotelephone) • Delaware

THIS TRADEMARK AND DOMAIN NAME ASSIGNMENT AND LICENSE AGREEMENT, dated as of ___________, 2011 (“Effective Date”) (the “Agreement”), is made and entered into by and among NTELOS Holdings Corp., a Delaware corporation on behalf of itself and all of its controlled affiliates (“NTELOS”), on the one hand, and Lumos Networks Corp., a Delaware corporation (“Wireline”), and the other parties set forth on the signature pages to this Agreement (collectively with Wireline, the “Wireline Group”).

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FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 8th, 2016 • Lumos Networks Corp. • Telephone communications (no radiotelephone)

THIS FIRST AMENDMENT (this “Amendment”) to the AMENDED AND RESTATED EMPLOYMENT AGREEMENT between Lumos Networks Operating Company, a Delaware corporation, Lumos Networks Corp., a Delaware corporation, and Lumos Payroll Corp., a Virginia corporation (collectively, the “Company”), and Johan G. Broekhuysen (the “Executive”), dated as of October 3, 2014 (the “Agreement”), is made and entered into and shall be effective as of March 4, 2016.

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FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 8th, 2016 • Lumos Networks Corp. • Telephone communications (no radiotelephone)

THIS FIRST AMENDMENT (this “Amendment”) to the EMPLOYMENT AGREEMENT between Lumos Networks Operating Company, a Delaware corporation, Lumos Networks Corp., a Delaware corporation, and Lumos Payroll Corp., a Virginia corporation (collectively, the “Company”), and Diego B. Anderson (the “Executive”), dated as of August 28, 2012 (the “Agreement”), is made and entered into and shall be effective as of March 4, 2016.

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March 21, 2014
Employment Agreement • May 7th, 2014 • Lumos Networks Corp. • Telephone communications (no radiotelephone) • Virginia

This letter agreement sets forth the complete terms under which your employment with Lumos Networks Corp. (the “Company”) and all subsidiaries and affiliates of the Company (collectively, the “Lumos Companies”) will cease.

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