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...Credit Agreement • November 29th, 2002 • Ntelos Inc • Telephone communications (no radiotelephone) • New York
RECITALSSubscription Agreement • April 15th, 2003 • Ntelos Inc • Telephone communications (no radiotelephone) • New York
andIndenture • August 4th, 2000 • CFW Communications Co • Telephone communications (no radiotelephone) • New York
Exhibit 10.1 AGREEMENT AND PLAN OF MERGERMerger Agreement • July 10th, 2000 • CFW Communications Co • Telephone communications (no radiotelephone) • Virginia
Exhibit 4.5 WARRANT AGREEMENT CFW COMMUNICATIONS COMPANY DATED AS OF JULY 11, 2000Warrant Agreement • August 4th, 2000 • CFW Communications Co • Telephone communications (no radiotelephone) • Virginia
Exhibit 4.6 AMENDED AND RESTATED SHAREHOLDERS AGREEMENT Dated as of July 26, 2000Shareholder Agreement • August 4th, 2000 • CFW Communications Co • Telephone communications (no radiotelephone) • New York
TELEGATE AGStock Purchase Agreement • May 25th, 2000 • CFW Communications Co • Telephone communications (no radiotelephone) • Virginia
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...Credit Agreement • August 14th, 2002 • 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
ARTICLE 1. DEFINITIONSShareholders Agreement • March 30th, 2001 • Ntelos Inc • Telephone communications (no radiotelephone) • New York
ARTICLE ICredit Agreement • October 26th, 2000 • CFW Communications Co • 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...Note Agreement • April 26th, 2001 • Ntelos Inc • Telephone communications (no radiotelephone)
Exhibit 4.4 WARRANT AGREEMENT CFW COMMUNICATIONS COMPANY DATED AS OF JULY 26, 2000 Table of Contents -----------------Warrant Agreement • August 4th, 2000 • CFW Communications Co • Telephone communications (no radiotelephone) • Virginia
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 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 10.1.2 AMENDMENT NO. 2 TO THE CREDIT AGREEMENTCredit Agreement • April 1st, 2002 • Ntelos Inc • Telephone communications (no radiotelephone) • New York
consistent with past practice, and, except as contemplated hereby and as scheduled in the Merger Agreement, no dividends or distributions in respect of R&B's capital stock, no capital expenditures (except as contemplated by a schedule to be attached...Merger Agreement • May 25th, 2000 • CFW Communications Co • Telephone communications (no radiotelephone)
Exhibit 99.4 AMENDMENT NO. 1 TO THE CREDIT AGREEMENTCredit Agreement • September 18th, 2001 • Ntelos Inc • Telephone communications (no radiotelephone) • New York
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...Credit Agreement • April 15th, 2003 • Ntelos Inc • Telephone communications (no radiotelephone) • New York
betweenWarrant Agreement • August 4th, 2000 • CFW Communications Co • Telephone communications (no radiotelephone) • New York
andRights Agreement • February 29th, 2000 • CFW Communications Co • Telephone communications (no radiotelephone) • Virginia
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)
EXHIBIT 1.1 CFW COMMUNICATIONS COMPANY 13.5% SUBORDINATED NOTES DUE 2011 AND 300,000 WARRANTS PURCHASE AGREEMENT July 21, 2000Purchase Agreement • April 26th, 2001 • Ntelos Inc • Telephone communications (no radiotelephone) • New York
RECITALSManagement Continuity Agreement • March 30th, 2001 • Ntelos Inc • Telephone communications (no radiotelephone) • Virginia
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...Global Note • October 26th, 2000 • CFW Communications Co • Telephone communications (no radiotelephone)
RECITALSPlan Support Agreement • April 15th, 2003 • Ntelos Inc • Telephone communications (no radiotelephone) • New York
280,000 UNITS EACH UNIT CONSISTING OF ONE 13% SENIOR NOTE DUE 2010 AND ONE WARRANTPlacement Agreement • October 26th, 2000 • CFW Communications Co • Telephone communications (no radiotelephone) • New York
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 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...Revolving Credit and Guaranty Agreement • April 15th, 2003 • Ntelos Inc • Telephone communications (no radiotelephone) • New York
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
NTELOS Inc. -----------Incentive Stock Option Agreement • April 1st, 2002 • Ntelos Inc • Telephone communications (no radiotelephone) • Virginia
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:...Asset Exchange Agreement • July 10th, 2000 • CFW Communications Co • Telephone communications (no radiotelephone)
MODIFICATION TO AMENDED AND RESTATED SHAREHOLDERS AGREEMENTModification to Amended and Restated Shareholders 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...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
