NTELOS HOLDINGS CORP. Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 28th, 2007 • Ntelos Holdings Corp • Telephone communications (no radiotelephone) • New York
Certain stockholders of NTELOS Holdings Corp., a Delaware corporation (the “Company”) named in Schedule 2 attached hereto (the “Selling Stockholders”), propose to sell an aggregate of • 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”) options to purchase up to an aggregate of • 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.
EMPLOYMENT AGREEMENTEmployment Agreement • April 30th, 2015 • Ntelos Holdings Corp. • Telephone communications (no radiotelephone) • Virginia
THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of November 1, 2011 between S. Craig Highland (the “Executive”), NTELOS Inc., a Virginia corporation, and NTELOS Holdings Corp., a Delaware corporation (“Holdings”) (and collectively with NTELOS, Inc., the “Company”), recites and provides as follows:
CREDIT AGREEMENT Dated as of August 7, 2009 among NTELOS INC. as Borrower and THE SUBSIDIARY GUARANTORS NAMED HEREIN as Subsidiary Guarantors and THE INITIAL LENDERS, INITIAL ISSUING BANK AND SWING LINE BANK NAMED HEREIN as Initial Lenders, Initial...Credit Agreement • August 7th, 2009 • Ntelos Holdings Corp • Telephone communications (no radiotelephone) • New York
CREDIT AGREEMENT (this “Agreement”) dated as of August 7, 2009 among NTELOS INC., a Virginia corporation (the “Borrower”), the Subsidiary Guarantors (as hereinafter defined), the Lenders (as hereinafter defined), the Issuing Bank (as hereinafter defined), the Swing Line Bank (as hereinafter defined), and JPMORGAN CHASE BANK, N.A. (“JPM”), as collateral agent (together with any successor collateral agent appointed pursuant to Article VII, the “Collateral Agent”) for the Secured Parties (as hereinafter defined) and as administrative agent (together with any successor administrative agent appointed pursuant to Article VII, the “Administrative Agent” and, together with the Collateral Agent, the “Agents”) for the Lender Parties (as hereinafter defined).
NTELOS HOLDINGS CORP. 14,375,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 28th, 2006 • Ntelos Holdings Corp • Telephone communications (no radiotelephone) • New York
REGISTRATION RIGHTS AGREEMENT Dated as of October 17, 2005 by and among NTELOS HOLDINGS CORP. and BEAR, STEARNS & CO. INC., LEHMAN BROTHERS INC. and UBS SECURITIES LLCRegistration Rights Agreement • November 15th, 2005 • Ntelos Holdings Corp • Telephone communications (no radiotelephone) • New York
This Agreement is made pursuant to the Purchase Agreement, dated October 12, 2005 (the “Purchase Agreement”), by and among the Company and the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Initial Notes, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 10 of the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture, dated as of October 12, 2005 (the “Indenture”), between the Company and Wells Fargo Bank, N.A., as Trustee, relating to the Initial Notes, the Exchange Notes (as defined below) and the PIK Notes (as defined below).
AGREEMENT AND PLAN OF MERGER dated as of August 10, 2015 by and among SHENANDOAH TELECOMMUNICATIONS COMPANY, GRIDIRON MERGER SUB, INC. and NTELOS HOLDINGS CORP.Agreement and Plan of Merger • August 11th, 2015 • Ntelos Holdings Corp. • Telephone communications (no radiotelephone) • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of August 10, 2015 (this “Agreement”), by and among SHENANDOAH TELECOMMUNICATIONS COMPANY, a Virginia corporation (“Parent”), GRIDIRON MERGER SUB, INC., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and NTELOS HOLDINGS CORP., a Delaware corporation (the “Company”).
AMENDED AND RESTATED SHAREHOLDERS AGREEMENT dated as of February 13, 2006 among NTELOS HOLDINGS CORP., QUADRANGLE CAPITAL PARTNERS LP, QUADRANGLE SELECT PARTNERS LP, QUADRANGLE CAPITAL PARTNERS-A LP, CITIGROUP VENTURE CAPITAL EQUITY PARTNERS, L.P.,...Shareholders Agreement • March 28th, 2006 • Ntelos Holdings Corp • Telephone communications (no radiotelephone) • Delaware
AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”) dated as of February 13, 2006 among (i) NTELOS Holdings Corp., a Delaware corporation (the “Company”), (ii) Quadrangle Capital Partners LP, a Delaware limited partnership, Quadrangle Select Partners LP, a Delaware limited partnership, and Quadrangle Capital Partners-A LP, a Delaware limited partnership (collectively, the “Quadrangle Entities”), (iii) Citigroup Venture Capital Equity Partners, L.P., a Delaware limited partnership (“CVC Equity”), CVC/SSB Employee Fund, L.P., a Delaware limited partnership, CVC Executive Fund LLC, a Delaware limited liability company and the other Persons listed on the signature pages hereof under “CVC Entities” (collectively, the “CVC Entities” and, together with the Quadrangle Entities, the “Institutional Shareholders”) and (iv) the Persons listed on the signature pages hereof under “Management Shareholders” (the “Management Shareholders”).
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN NTELOS HOLDINGS CORP. AND LUMOS NETWORKS CORP. DATED AS OF OCTOBER 31, 2011Separation and Distribution Agreement • November 4th, 2011 • Ntelos Holdings Corp • Telephone communications (no radiotelephone) • Delaware
THIS SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of October 31, 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”).
SECOND LIEN CREDIT AGREEMENT Dated as of February 24, 2005 among NTELOS INC. as Borrower and THE SUBSIDIARY GUARANTORS NAMED HEREIN as Subsidiary Guarantors and THE INITIAL LENDERS NAMED HEREIN as Initial Lenders and MORGAN STANLEY SENIOR FUNDING,...Credit Agreement • November 15th, 2005 • Ntelos Holdings Corp • Telephone communications (no radiotelephone) • New York
CREDIT AGREEMENT dated as of February 24, 2005 among NTELOS INC., a Virginia corporation (the “Borrower”), the Subsidiary Guarantors (as hereinafter defined), the Lenders (as hereinafter defined), MORGAN STANLEY & CO. INCORPORATED, as collateral agent (together with any successor collateral agent appointed pursuant to Article VII, the “Collateral Agent”) for the Secured Parties (as hereinafter defined), MORGAN STANLEY SENIOR FUNDING, INC. (“MS”), as administrative agent (together with any successor administrative agent appointed pursuant to Article VII, the “Administrative Agent” and, together with the Collateral Agent, the “Agents”) for the Lenders (as hereinafter defined), and BEAR STEARNS CORPORATE LENDING INC., as syndication agent (the “Syndication Agent”).
AMENDMENT NO. 6Credit Agreement • November 13th, 2012 • Ntelos Holdings Corp • Telephone communications (no radiotelephone) • New York
AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of August 7, 2009 and amended and restated as of November 9, 2012 among NTELOS INC., a Virginia corporation (the “Borrower”), the Subsidiary Guarantors (as hereinafter defined), the Lenders (as hereinafter defined), DEUTSCHE BANK SECURITIES INC., UBS SECURITIES LLC, UNION BANK, N.A. AND SUNTRUST BANK, as co-documentation agents (together, the “Co-Documentation Agents”) and JPMORGAN CHASE BANK, N.A. (“JPM”), as collateral agent (together with any successor collateral agent appointed pursuant to Article VII, the “Collateral Agent”) for the Secured Parties (as hereinafter defined), as administrative agent (together with any successor administrative agent appointed pursuant to Article VII, the “Administrative Agent” and, together with the Collateral Agent, the “Agents”) and as syndication agent (the “Syndication Agent”) for the Lenders (as hereinafter defined).
JOINDER AGREEMENTJoinder Agreement • August 2nd, 2010 • Ntelos Holdings Corp • Telephone communications (no radiotelephone) • New York
THIS JOINDER AGREEMENT, dated as of August 2, 2010 (this “Agreement”), by and among each lender signatory hereto (each a “New Term Lender” and collectively the “New Term Lenders”), NTELOS Inc., a Virginia corporation (“Borrower”), the Subsidiary Guarantors, and JPMorgan Chase Bank, N.A. (“JPM”), as Administrative Agent and Collateral Agent.
PROFESSIONAL SERVICES AGREEMENTProfessional Services Agreement • December 22nd, 2015 • Ntelos Holdings Corp. • Telephone communications (no radiotelephone)
THIS PROFESSIONAL SERVICES AGREEMENT (this “Agreement”) is made and entered into on December 21, 2015, to be effective as of January 1, 2016 (the “Effective Date”), by and between NTELOS HOLDINGS CORP., a corporation organized and doing business under the laws of the State of Delaware (the “Company”), and RODNEY D. DIR, an individual resident in the State of Ohio (“Consultant”). This Agreement replaces the Professional Services Agreement by and between the Company and Consultant dated as of February 1, 2015 (the “Prior Agreement”).
ADVISORY AGREEMENTAdvisory Agreement • November 15th, 2005 • Ntelos Holdings Corp • Telephone communications (no radiotelephone) • New York
This Advisory Agreement (this “Agreement”) is made and entered into as of February 24, 2005 by and between Project Holdings LLC (“Parent”), Project Merger Sub Corp. (the “Merger Sub” and together with Parent, the “Companies”) and CVC Management LLC (“Advisor”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Transaction Agreement, dated January 18, 2005, as amended (the “Transaction Agreement”) by and between Project Holdings Corp., Merger Sub, NTELOS Inc. and certain shareholder signatories thereto.
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN NTELOS HOLDINGS CORP. AND LUMOS NETWORKS CORP. DATED AS OF OCTOBER 31, 2011Employee Matters Agreement • November 4th, 2011 • Ntelos Holdings Corp • Telephone communications (no radiotelephone) • Delaware
THIS EMPLOYEE MATTERS AGREEMENT (the “Agreement”), dated as of October 31, 2011 is by and between NTELOS Holdings Corp, a Delaware corporation (“NTELOS”), and Lumos Networks Corp., a Delaware corporation (“Wireline”).
NTELOS HOLDINGS CORP. 14,375,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 26th, 2006 • Ntelos Holdings Corp • Telephone communications (no radiotelephone) • New York
NTELOS Holdings Corp., a Delaware corporation (the “Company”), proposes to sell an aggregate of 14,375,000 shares (the “Firm Stock”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). In addition, the Company proposes to grant to the underwriters (the “Underwriters”) named in Schedule 1 attached to this agreement (this “Agreement”) options to purchase up to an aggregate of 2,156,250 shares of the Common Stock on the terms set forth in Section 2 (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 Company by the Underwriters.
AMENDMENT NO. 2Ntelos Holdings Corp • November 5th, 2010 • Telephone communications (no radiotelephone) • New York
AMENDMENT No. 2, dated as of August 10, 2010 (this “Amendment”), to the Credit Agreement referred to below, among NTELOS INC., a Virginia corporation (the “Borrower”), certain subsidiaries of the Borrower party thereto (the “Subsidiary Guarantors”) and the Lenders (as defined in the Credit Agreement referred to below) party hereto.
SHAREHOLDERS AGREEMENT dated as of May 2, 2005 among NTELOS HOLDINGS CORP., QUADRANGLE CAPITAL PARTNERS LP, QUADRANGLE SELECT PARTNERS LP, QUADRANGLE CAPITAL PARTNERS-A LP, CITIGROUP VENTURE CAPITAL EQUITY PARTNERS, L.P., CVC/SSB EMPLOYEE FUND, L.P.,...Shareholders Agreement • November 15th, 2005 • Ntelos Holdings Corp • Telephone communications (no radiotelephone) • Delaware
AGREEMENT (this “Agreement”) dated as of May 2, 2005 among (i) NTELOS Holdings Corp., a Delaware corporation (the “Company”), (ii) Quadrangle Capital Partners LP, a Delaware limited partnership, Quadrangle Select Partners LP, a Delaware limited partnership, and Quadrangle Capital Partners-A LP, a Delaware limited partnership (collectively, the “Quadrangle Entities”), (iii) Citigroup Venture Capital Equity Partners, L.P., a Delaware limited partnership (“CVC Equity”), CVC/SSB Employee Fund, L.P., a Delaware limited partnership, CVC Executive Fund LLC, a Delaware limited liability company and the other Persons listed on the signature pages hereof under “CVC Entities” (collectively, the “CVC Entities” and, together with the Quadrangle Entities, the “Institutional Shareholders”) and (iv) the Persons listed on the signature pages hereof under “Management Shareholders” (the “Management Shareholders”).
Extension of Outside DateNtelos Holdings Corp. • February 26th, 2016 • Telephone communications (no radiotelephone)
WHEREAS, pursuant to Section 9.01(b)(i) of that certain Agreement and Plan of Merger, dated as of August 10, 2015 (the “Merger Agreement”; any capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement), by and among Shenandoah Telecommunications Company (“Parent”), Gridiron Merger Sub, Inc. (“Merger Sub”) and NTELOS Holdings Corp. (the “Company”), the Outside Date can be extended an additional one hundred and twenty (120) days by mutual agreement of the parties if the Closing shall not have occurred on or prior to the Outside Date (the “Mutual Extension”);
FIRST AMENDMENT TO RESALE AGREEMENTResale Agreement • November 5th, 2013 • Ntelos Holdings Corp • Telephone communications (no radiotelephone) • Delaware
First Amendment to Resale Agreement (this “Amendment”), dated as of September 20, 2013 among by and among West Virginia PCS Alliance, L.C., a Virginia limited liability company (the “WV Alliance”), Virginia PCS Alliance, L.C., a Virginia limited liability company (the “VA Alliance”) (collectively, the “Alliances”); NTELOS Inc., a Virginia corporation and the indirect parent of each of the Alliances (“NTELOS”); and Sprint Spectrum L.P., a Delaware limited partnership (“Sprint Spectrum”), and Sprint Spectrum on behalf of and as an agent for SprintCom, Inc., a Kansas corporation (“SprintCom”) (Sprint Spectrum and SprintCom collectively, “Sprint”).
NTELOS Holdings Corp. NTELOS Inc. PO Box 1990 Waynesboro, Virginia 22980 February 13, 2006Ntelos Holdings Corp • March 28th, 2006 • Telephone communications (no radiotelephone)
Reference is made to (i) the Advisory Agreement (the “CVC Advisory Agreement”), dated February 24, 2005, by and among NTELOS Holdings Corp., a Delaware corporation and successor to Project Holdings LLC (“Holdings”), NTELOS Inc., a Virginia corporation and successor to Project Merger Sub Corp. (“NTELOS”), and CVC Management LLC as Advisor (“CVC Management”) and (ii) the Advisory Agreement (the “Quadrangle Advisory Agreement”), dated February 24, 2005, by and among Holdings, NTELOS and Quadrangle Advisors LLC as Advisor (“Quadrangle Advisors”). The CVC Advisory Agreement and the Quadrangle Advisory Agreement are collectively referred to herein as the “Advisory Agreements.” Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Advisory Agreements.
March 13, 2014Ntelos Holdings Corp • May 7th, 2014 • Telephone communications (no radiotelephone) • Virginia
This letter agreement sets forth the complete terms under which your employment with NTELOS Holdings Corp. (the “Company”) and all subsidiaries and affiliates of the Company (collectively, the “NTELOS Companies”) will cease.
NTELOS Holdings Corp. 1,500,000 Shares of Common Stock UNDERWRITING AGREEMENTNtelos Holdings Corp • November 25th, 2013 • Telephone communications (no radiotelephone) • New York
NTELOS HOLDINGS CORP. Phantom Share AgreementPhantom Share Agreement • March 2nd, 2016 • Ntelos Holdings Corp. • Telephone communications (no radiotelephone) • Delaware
FORM OF STOCK OPTION AWARD GRANT AGREEMENT [DATE] [Name Address Address] Dear: Pursuant to the NTELOS Holdings Corp. 2010 Equity and Cash Incentive Plan (the “Plan”), the Plan’s administrative committee (the “Committee”) hereby grants to you an...Grant Agreement • May 8th, 2013 • Ntelos Holdings Corp • Telephone communications (no radiotelephone)
This Award is subject to the applicable terms and conditions of the Plan, which are incorporated herein by reference, and in the event of any contradiction, distinction or difference between this letter and the terms of the Plan, the terms of the Plan will control. All capitalized terms used herein have the meanings set forth herein or in the Plan, as applicable.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 26th, 2006 • Ntelos Holdings Corp • Telephone communications (no radiotelephone)
This Agreement and Plan of Merger (the “Plan of Merger”), dated as of ___________, 2006, is by and between NTELOS Merger Corp., a Delaware corporation (“Merger Sub”), and NTELOS Holdings Corp., a Delaware corporation (“Holdings” and, after the Effective Time (as defined below), the “Surviving Corporation”).
VOTING AGREEMENTVoting Agreement • August 11th, 2015 • Ntelos Holdings Corp. • Telephone communications (no radiotelephone) • Delaware
THIS VOTING AGREEMENT (this “Agreement”), dated as of August 10, 2015, is entered into by and among Shenandoah Telecommunications Company, a Virginia corporation (“Parent”), NTELOS Holdings Corp., a Delaware corporation (the “Company”), and the stockholders of the Company listed on Schedule A hereto (each, a “Stockholder” and, collectively, the “Stockholders”). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Merger Agreement (as defined below).
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 9, 2007Credit Agreement • March 12th, 2007 • Ntelos Holdings Corp • Telephone communications (no radiotelephone) • New York
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT among NTELOS INC, a Delaware corporation (the “Borrower”), the Guarantors (as defined in the Credit Agreement referred to below), the banks, financial institutions and other institutional lenders party to the Credit Agreement referred to below (collectively, the “Lenders”) and Morgan Stanley Senior Funding, Inc. (“MSSF”) as administrative agent (the “Administrative Agent”) for the Lenders.
NTELOS Holdings Corp. NTELOS Inc.Ntelos Holdings Corp • January 26th, 2006 • Telephone communications (no radiotelephone)
TAX MATTERS AGREEMENT BY AND BETWEEN NTELOS HOLDINGS CORP. AND LUMOS NETWORKS CORP. DATED AS OF OCTOBER 31, 2011Tax Matters Agreement • November 4th, 2011 • Ntelos Holdings Corp • Telephone communications (no radiotelephone)
TAX MATTERS AGREEMENT (this “Agreement”), dated as of October 31, 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”).
AMENDMENT NO. 3Ntelos Holdings Corp • November 5th, 2010 • Telephone communications (no radiotelephone) • New York
AMENDMENT NO. 3, dated as of August 24, 2010 (this “Amendment”), to the Credit Agreement referred to below, among NTELOS INC., a Virginia corporation (the “Borrower”), certain subsidiaries of the Borrower party thereto (the “Subsidiary Guarantors”) and the Lenders (as defined in the Credit Agreement referred to below) party hereto.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • October 5th, 2007 • Ntelos Holdings Corp • Telephone communications (no radiotelephone)
This ASSIGNMENT AND ASSUMPTION AGREEMENT (“Assignment”), dated as of October 1, 2007, is among Quadrangle Capital Partners II LP, a Delaware limited partnership, Quadrangle Select Partners II LP, a Delaware limited partnership, and Quadrangle Capital Partners II-A LP, a Delaware limited partnership (collectively, the “Assignors”) and Quadrangle NTELOS Holdings II LP, a Delaware limited partnership (the “Assignee”).
SECOND AMENDMENT AND RESTATEMENT AGREEMENTCredit Agreement • February 6th, 2014 • Ntelos Holdings Corp • Telephone communications (no radiotelephone) • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of January 31, 2014, among NTELOS INC., a Virginia corporation (the “Borrower”), the Subsidiary Guarantors (as hereinafter defined), the Lenders (as hereinafter defined), DEUTSCHE BANK SECURITIES INC., UBS SECURITIES LLC and UNION BANK, as co-documentation agents (together, the “Co-Documentation Agents”) and JPMORGAN CHASE BANK, N.A. (“JPM”), as collateral agent (together with any successor collateral agent appointed pursuant to Article VII, the “Collateral Agent”) for the Secured Parties (as hereinafter defined), as administrative agent (together with any successor administrative agent appointed pursuant to Article VII, the “Administrative Agent” and, together with the Collateral Agent, the “Agents”) and as syndication agent (the “Syndication Agent”) for the Lenders (as hereinafter defined).
NTELOS HOLDINGS CORP. Floating Rate Senior Notes due 2013 Purchase Agreement October 12, 2005 BEAR, STEARNS & CO. INC. LEHMAN BROTHERS INC. UBS SECURITIES LLCPurchase Agreement • November 15th, 2005 • Ntelos Holdings Corp • Telephone communications (no radiotelephone) • New York
NTELOS Holdings Corp., a Delaware corporation (the “Company”), proposes to issue and sell to Bear, Stearns & Co. Inc. (“Bear Stearns”), Lehman Brothers Inc. and UBS Securities LLC (each, an “Initial Purchaser” and, collectively, the “Initial Purchasers”) $135,000,000 in aggregate principal amount of Floating Rate Senior Notes due 2013 (the “Initial Notes”), subject to the terms and conditions set forth herein.
Re: Letter AgreementNtelos Holdings Corp • July 31st, 2014 • Telephone communications (no radiotelephone) • Virginia
This letter agreement sets forth the complete terms under which your employment with NTELOS Holdings Corp. (the “Company”) and all subsidiaries and affiliates of the Company (collectively, the “NTELOS Companies”) will end.
NTELOS HOLDINGS CORP. Phantom Share AgreementPhantom Share Agreement • December 22nd, 2015 • Ntelos Holdings Corp. • Telephone communications (no radiotelephone) • Delaware
