RECITALSSubscription Agreement • April 15th, 2003 • Ntelos Inc • Telephone communications (no radiotelephone) • New York
Exhibit 10.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 10th, 2000 • CFW Communications Co • Telephone communications (no radiotelephone) • Virginia
betweenWarrant Agreement • August 4th, 2000 • CFW Communications Co • Telephone communications (no radiotelephone) • New York
ARTICLE 1. DEFINITIONSShareholders Agreement • March 30th, 2001 • Ntelos Inc • Telephone communications (no radiotelephone) • New York
Exhibit 10.1 AMENDMENT NO. 4 AND WAIVER NO. 1 TO $325,000,000 CREDIT AGREEMENT AMENDMENT NO. 4 and WAIVER NO. 1, dated as of November 29, 2002 (this "Amendment No. 4"), to the $325,000,000 Credit Agreement dated July 26, 2000, as amended by Amendment...Ntelos Inc • November 29th, 2002 • Telephone communications (no radiotelephone) • New York
andCFW Communications Co • August 4th, 2000 • Telephone communications (no radiotelephone) • New York
TELEGATE AGStock Purchase Agreement • May 25th, 2000 • CFW Communications Co • Telephone communications (no radiotelephone) • Virginia
ARTICLE ICredit Agreement • October 26th, 2000 • CFW Communications Co • Telephone communications (no radiotelephone) • New York
andCFW Communications Co • August 4th, 2000 • Telephone communications (no radiotelephone) • New York
EXHIBIT 10.1.2 AMENDMENT NO. 2 TO THE CREDIT AGREEMENTCredit Agreement • April 1st, 2002 • Ntelos Inc • Telephone communications (no radiotelephone) • New York
280,000 UNITS EACH UNIT CONSISTING OF ONE 13% SENIOR NOTE DUE 2010 AND ONE WARRANTCFW Communications Co • October 26th, 2000 • Telephone communications (no radiotelephone) • New York
Exhibit 4.9 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into July 26, 2000, between CFW COMMUNICATIONS COMPANY, a Virginia corporation (the "Company"), and LTSE HOLDINGS CORPORATION (the...Registration Rights Agreement • March 30th, 2001 • Ntelos Inc • Telephone communications (no radiotelephone) • New York
Exhibit 10.1 AMENDMENT NO. 3 TO THE CREDIT AGREEMENTCredit Agreement • March 7th, 2002 • Ntelos Inc • Telephone communications (no radiotelephone) • New York
THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated as of January 1, --------- 2002 between ___________ (the "Executive") and NTELOS Inc., a Virginia --------- corporation (the "Company"), recites and provides as follows: -------Employment Agreement • April 1st, 2002 • Ntelos Inc • Telephone communications (no radiotelephone) • Virginia
Exhibit 99.4 AMENDMENT NO. 1 TO THE CREDIT AGREEMENTCredit Agreement • September 18th, 2001 • Ntelos Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 1.1 CFW COMMUNICATIONS COMPANY 13.5% SUBORDINATED NOTES DUE 2011 AND 300,000 WARRANTS PURCHASE AGREEMENT July 21, 2000Ntelos Inc • April 26th, 2001 • Telephone communications (no radiotelephone) • New York
Exhibit 10.2 REVOLVING CREDIT AND GUARANTY AGREEMENT REVOLVING CREDIT AND GUARANTY AGREEMENT dated as of March 6, 2003 among NTELOS INC., a Virginia corporation (the "Borrower"), a debtor and debtor-in-possession in a case pending under chapter 11 of...Credit and Guaranty Agreement • April 15th, 2003 • Ntelos Inc • Telephone communications (no radiotelephone) • New York
andRights Agreement • February 29th, 2000 • CFW Communications Co • Telephone communications (no radiotelephone) • Virginia
EXHIBIT 10.1.5 AMENDMENT NO. 5 TO $325,000,000 CREDIT AGREEMENT AMENDMENT NO. 5, dated as of January 14, 2003 (this "Amendment No. 5"), to the Credit Agreement dated as of July 26, 2000 among NTELOS Inc., a Virginia corporation (formerly known as CFW...Ntelos Inc • April 15th, 2003 • Telephone communications (no radiotelephone) • New York
EXHIBIT 4.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES...Ntelos Inc • April 26th, 2001 • Telephone communications (no radiotelephone)
EXHIBIT 4.1 AMENDMENT No. 1 to the RIGHTS AGREEMENT This Amendment No. 1 to the Rights Agreement, dated February 26, 2000, is executed as of July 11, 2000, by and between CFW Communications Company, a Virginia corporation (the "Company"), and...Rights Agreement • August 10th, 2000 • CFW Communications Co • Telephone communications (no radiotelephone)
RECITALSManagement Continuity Agreement • March 30th, 2001 • Ntelos Inc • Telephone communications (no radiotelephone) • Virginia
RECITALSPlan Support Agreement • April 15th, 2003 • Ntelos Inc • Telephone communications (no radiotelephone) • New York
June 16, 2000 Via Facsimile No. 540-956-3595; Hard Copy to follow via FedEx Overnight Delivery Mr. Warren Catlett Virginia RSA 6 Cellular Limited Partnership c/o CFW Communications Company 401 Spring Lane, Suite 300 Waynesboro, Virginia 22980 Re:...CFW Communications Co • July 10th, 2000 • Telephone communications (no radiotelephone)
EXHIBIT 4.1 FORM OF GLOBAL NOTE THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN...CFW Communications Co • October 26th, 2000 • Telephone communications (no radiotelephone)
Exhibit 10.10 AMENDMENT NO. 1 TO THE INCENTIVE STOCK OPTION AGREEMENT This Amendment No. 1 to the Incentive Stock Option Agreement, effective as of July 26, 2000, by and between CFW Communications Company, a Virginia corporation (the "Company"), and...Incentive Stock Option Agreement • March 30th, 2001 • Ntelos Inc • Telephone communications (no radiotelephone)
Exhibit 10.2 form of letter Amending the 1997 stock compensation planCFW Communications Co • March 30th, 2000 • Telephone communications (no radiotelephone)
MODIFICATION TO AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholders Agreement • November 8th, 2002 • Ntelos Inc • Telephone communications (no radiotelephone) • New York
THIS MODIFICATION TO AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Modification”) dated as of November 8, 2002, by and among NTELOS Inc. (formerly CFW Communications Company), a Virginia corporation (the “Issuer”), WCAS Capital Partners III, L.P., a Delaware limited partnership (“WCAS Capital Partners”), Welsh, Carson, Anderson & Stowe VIII, L.P., a Delaware limited partnership (“WCAS VIII”), Welsh, Carson, Anderson & Stowe IX, L.P., a Delaware limited partnership (together, with WCAS VIII and WCAS Capital Partners, “WCAS”), and each of the other Persons listed on the signature pages hereof. Except as otherwise provided herein, all capitalized terms used herein (including in the recitals hereto) but not otherwise defined shall have the respective meanings ascribed to them in the Shareholders Agreement (as defined below).
EXHIBIT 4.7 AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT This Amendment No. 1 to the Rights Agreement, dated February 26, 2000, is executed as of July 11, 2000, by and between CFW Communications Company, a Virginia corporation (the "Company"), and...The Rights Agreement • August 4th, 2000 • CFW Communications Co • Telephone communications (no radiotelephone)
EXHIBIT 10.1.6 AMENDMENT NO. 6 TO $325,000,000 CREDIT AGREEMENT AMENDMENT NO. 6, dated as of February 28, 2003 (this "Amendment No. 6"), to the Credit Agreement dated as of July 26, 2000 among NTELOS Inc., a Virginia corporation (formerly known as CFW...Credit Agreement • April 15th, 2003 • Ntelos Inc • Telephone communications (no radiotelephone) • New York
Dated as of April 11, 2002 To the banks, financial institutions and other institutional lenders (collectively, the "Lenders") parties to the Credit Agreement referred to below and to Morgan Stanley Senior Funding, Inc., as administrative agent (the...Ntelos Inc • August 14th, 2002 • Telephone communications (no radiotelephone) • New York
Exhibit 10.8 EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated as of February 13, 2001 between J. Allen Layman (the "Executive") and NTELOS Inc., a Virginia corporation (the "Company"), recites and provides...Employment Agreement • March 30th, 2001 • Ntelos Inc • Telephone communications (no radiotelephone) • Virginia
ARTICLE I DEFINITIONSCFW Communications Co • November 21st, 1997 • Telephone communications (no radiotelephone)
Pursuant to the terms of a Placement Agreement dated July 21, 2000 (the "Placement Agreement"), between the Company and the Placement Agents, the -------------------- Company has agreed to issue and sell to the Placement Agents (the "Offering") an...Warrants Registration Rights Agreement • October 26th, 2000 • CFW Communications Co • Telephone communications (no radiotelephone) • New York
July 18, 2000Ntelos Inc • March 30th, 2001 • Telephone communications (no radiotelephone)
