EMPLOYMENT AGREEMENTEmployment Agreement • March 28th, 2006 • Ntelos Holdings Corp • Telephone communications (no radiotelephone) • Virginia
THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of May 2, 2005 between Carl A. Rosberg (the “Executive”) and NTELOS Inc., a Virginia corporation (the “Company”), recites and provides as follows:
NTELOS HOLDINGS CORP. 14,375,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 28th, 2006 • Ntelos Holdings Corp • 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 • March 28th, 2006 • Ntelos Holdings Corp • 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 “Institutional Shareholders”) and (iv) the Persons listed on the signature pages hereof under “Management Shareholders” (the “Management Shareholders”).
NTELOS Holdings Corp. NTELOS Inc. PO Box 1990 Waynesboro, Virginia 22980 February 13, 2006Advisory Agreement • March 28th, 2006 • Ntelos Holdings Corp • Telephone communications (no radiotelephone)
Reference is made to (i) the Advisory Agreement (the “CVC Advisory Agreement”), dated February 24, 2005, by and among NTELOS Holdings Corp., a Delaware corporation and successor to Project Holdings LLC (“Holdings”), NTELOS Inc., a Virginia corporation and successor to Project Merger Sub Corp. (“NTELOS”), and CVC Management LLC as Advisor (“CVC Management”) and (ii) the Advisory Agreement (the “Quadrangle Advisory Agreement”), dated February 24, 2005, by and among Holdings, NTELOS and Quadrangle Advisors LLC as Advisor (“Quadrangle Advisors”). The CVC Advisory Agreement and the Quadrangle Advisory Agreement are collectively referred to herein as the “Advisory Agreements.” Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Advisory Agreements.
AGREEMENT AND PLAN OF MERGERMerger Agreement • March 28th, 2006 • Ntelos Holdings Corp • Telephone communications (no radiotelephone)
This Agreement and Plan of Merger (the “Plan of Merger”), dated as of February 13, 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”).
