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 HEREINShareholders 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”).
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN NTELOS HOLDINGS CORP. AND LUMOS NETWORKS CORP. DATED AS OFSeparation and Distribution Agreement • August 9th, 2011 • NTELOS Wireline One Inc. • 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”).
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN NTELOS HOLDINGS CORP. AND LUMOS NETWORKS CORP. DATED AS OF _____________, 2011Employee 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”).
FORM OF SOFTWARE AND PROPRIETARY INFORMATION AGREEMENT BETWEEN NTELOS HOLDINGS CORP. AND LUMOS NETWORKS CORP.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”).
TRANSITION SERVICES AGREEMENT BY AND BETWEEN NTELOS HOLDINGS CORP. AND LUMOS NETWORKS OPERATING COMPANY DATED AS OF , 2011Transition 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”).
FORM OF TAX MATTERS AGREEMENT BY AND BETWEEN NTELOS HOLDINGS CORP. AND LUMOS NETWORKS CORP. DATED AS OFMatters 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”).
FORM OF TRADEMARK AND DOMAIN NAME ASSIGNMENT AND LICENSE AGREEMENTAssignment 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”).
