AMENDED AND RESTATED SHAREHOLDERS AGREEMENT dated as of 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...Shareholders Agreement • January 26th, 2006 • Ntelos Holdings Corp • Telephone communications (no radiotelephone) • Delaware
AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”) dated as of ______________, 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”).
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.
AGREEMENT AND PLAN OF MERGERMerger Agreement • 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”).
NTELOS Holdings Corp. NTELOS Inc.Advisory Agreement • January 26th, 2006 • Ntelos Holdings Corp • Telephone communications (no radiotelephone)
