dated as ofStock Purchase Agreement • October 9th, 2007 • Quadrangle Gp Investors LLC • Telephone communications (no radiotelephone) • New York
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 • October 9th, 2007 • Quadrangle Gp Investors LLC • 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 “Institution al Shareholders”) and (iv) the Persons listed on the signature pages hereof under “Management Shareholders” (the “Management Shareholders”).
JOINDER TO SHAREHOLDERS AGREEMENTJoinder Agreement • October 9th, 2007 • Quadrangle Gp Investors LLC • Telephone communications (no radiotelephone)
This Joinder Agreement (this “Joinder Agreement”) is made as of October 1, 2007 by Quadrangle NTELOS Holdings II LP (the “Joining Party”) and NTELOS Holdings Corp. (the “Company”) under the Amended and Restated Shareholders Agreement dated as of February 13, 2006 (the “Shareholders Agreement”) among the Company, 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., CVC Executive Fund LLC and the other parties listed on the signature pages thereof, as the same may be amended from time to time. Capitalized terms used, but not defined, herein shall have the meaning ascribed to such terms in the Shareholders Agreement.
PLEDGE AGREEMENTPledge Agreement • December 21st, 2007 • Quadrangle Gp Investors LLC • Telephone communications (no radiotelephone) • Illinois
To secure the payment and performance of any and all indebtedness, obligations, and liabilities of QUADRANGLE NTELOS HOLDINGS II LP (the “Pledgor”) to BANK OF MONTREAL (the “Secured Party”), whether now existing or hereafter arising under that certain Bank of Montreal Loan Authorization Agreement of even date herewith (such agreement, as it may be hereinafter from time to time amended, modified or supplemented, being herein referred to as the “Loan Agreement”; and all capitalized terms used herein without definition shall have the same meaning herein as such terms are assigned in the Loan Agreement), the Note and the other Loan Documents (collectively, the “Obligations”), the Pledgor hereby grants a continuing security interest to the Secured Party in and to certain equity securities described on Exhibit A attached hereto and made a part hereof and all substitutions and additions to such securities (herein, the “Securities”), all interest, income, dividends, distributions (including se
