FIRST 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, INITIAL ISSUING BANK AND SWING LINE BANK NAMED HEREIN as Initial...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), the Issuing Bank (as hereinafter defined), the Swing Line Bank (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 Lender Parties (as hereinafter defined), and BEAR STEARNS CORPORATE LENDING INC., as syndication agent (the “Syndication Agent”).
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).
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”).
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.
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”).
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.
SUBSCRIPTION AND PURCHASE AGREEMENTSubscription and Purchase Agreement • November 15th, 2005 • Ntelos Holdings Corp • Telephone communications (no radiotelephone) • Delaware
SUBSCRIPTION AND PURCHASE AGREEMENT, dated as of May 2, 2005, among NTELOS Holdings Corp., a Delaware corporation (“Holdings”), Citigroup Venture Capital Equity Partners, L.P., a Delaware limited partnership (“CVC Equity”), CVC/SSB Employee Fund, L.P., a Delaware limited partnership (“CVC Employee Fund”), CVC Executive Fund LLC, a Delaware limited liability company (“CVC Executive Fund” and together with CVC Equity and CVC Employee Fund, the “CVC Funds”), Quadrangle Capital Partners LP, Quadrangle Select Partners LP, Quadrangle Capital Partners-A LP (collectively, the “Quadrangle Entities”), and the other investors listed on Schedule A hereto (the “Co-Investors”). The CVC Funds, Quadrangle Entities and each Co-Investor are referred to herein individually as a “Purchaser” and collectively as the “Purchasers.”
TRANSACTION AGREEMENT By and among NTELOS INC., PROJECT HOLDINGS CORP., PROJECT MERGER SUB CORP. and Certain Shareholder Signatories Dated as of January 18, 2005Transaction Agreement • November 15th, 2005 • Ntelos Holdings Corp • Telephone communications (no radiotelephone) • New York
This TRANSACTION AGREEMENT (this “Agreement”), dated as of January 18, 2005, by and among NTELOS Inc., a Virginia corporation (the “Company”), certain holders of common stock, without par value, of the Company (the “Company Common Stock”) that are signatories hereto (such holders, the “Sellers” and each a “Seller”), Project Holdings Corp., a Delaware corporation (“Parent”), and Project Merger Sub Corp., a Virginia corporation and a wholly owned subsidiary of Parent (“Merger Sub”).
RESALE AGREEMENT BY AND AMONG WEST VIRGINIA PCS ALLIANCE, L.C., VIRGINIA PCS ALLIANCE, L.C., NTELOS INC. AND SPRINT SPECTRUM L.P. DATED AS OF AUGUST 13, 2004Resale Agreement • November 15th, 2005 • Ntelos Holdings Corp • Telephone communications (no radiotelephone) • Delaware
This Resale Agreement is dated as of August 13, 2004 for PCS Services beginning June 15, 2004 (the “Effective Date”) 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”).
No. [ ]Ntelos Holdings Corp • November 15th, 2005 • Telephone communications (no radiotelephone) • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR STATE SECURITIES LAWS OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED.
SUBSCRIPTION AGREEMENTSubscription Agreement • November 15th, 2005 • Ntelos Holdings Corp • Telephone communications (no radiotelephone) • Delaware
SUBSCRIPTION AGREEMENT, dated as of February 24, 2005, among Project Holdings LLC, a Delaware limited liability company (“Holdings”), Citigroup Venture Capital Equity Partners, L.P., a Delaware limited partnership (“CVC Equity”), CVC/SSB Employee Fund, L.P., a Delaware limited partnership (“CVC Employee Fund”), CVC Executive Fund LLC, a Delaware limited liability company (“CVC Executive Fund” and together with CVC Equity and CVC Employee Fund, the “CVC Funds”), Quadrangle Capital Partners LP, Quadrangle Select Partners LP, Quadrangle Capital Partners-A LP (collectively, the “Quadrangle Entities”), and the other investors listed on Schedule A hereto (the “Co-Investors”). CVC Equity, CVC Employee Fund, CVC Executive Fund and each Co-Investor are referred to herein individually as a “Purchaser” and collectively as the “Purchasers.”
