0000950142-13-002350.txt : 20131202 0000950142-13-002350.hdr.sgml : 20131202 20131202162711 ACCESSION NUMBER: 0000950142-13-002350 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20131202 DATE AS OF CHANGE: 20131202 GROUP MEMBERS: QCP GP INVESTORS II LLC GROUP MEMBERS: QUADRANGLE (AIV2) CAPITAL PARTNERS II LP GROUP MEMBERS: QUADRANGLE CAPITAL PARTNERS II-A LP GROUP MEMBERS: QUADRANGLE CAPITAL PARTNERS LP GROUP MEMBERS: QUADRANGLE CAPITAL PARTNERS-A LP GROUP MEMBERS: QUADRANGLE GP INVESTORS II LP GROUP MEMBERS: QUADRANGLE GP INVESTORS LLC GROUP MEMBERS: QUADRANGLE GP INVESTORS LP GROUP MEMBERS: QUADRANGLE NTELOS GP LLC GROUP MEMBERS: QUADRANGLE NTELOS HOLDINGS II LP GROUP MEMBERS: QUADRANGLE SELECT PARTNERS II LP GROUP MEMBERS: QUADRANGLE SELECT PARTNERS LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NTELOS HOLDINGS CORP CENTRAL INDEX KEY: 0001328571 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 364573125 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81661 FILM NUMBER: 131252085 BUSINESS ADDRESS: STREET 1: 401 SPRING LANE, SUITE 300 STREET 2: P.O. BOX 1990 CITY: WAYNESBORO STATE: VA ZIP: 22980 BUSINESS PHONE: 5409463500 MAIL ADDRESS: STREET 1: 401 SPRING LANE, SUITE 300 STREET 2: P.O. BOX 1990 CITY: WAYNESBORO STATE: VA ZIP: 22980 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: QUADRANGLE GP INVESTORS LLC CENTRAL INDEX KEY: 0001281082 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1065 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 212-418-1700 MAIL ADDRESS: STREET 1: 1065 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10018 SC 13D/A 1 eh1301295_13da4-ntelos.htm AMENDMENT NO. 4 eh1301295_13da4-ntelos.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 4)

NTELOS Holdings Corp.
(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

67020Q107
(CUSIP Number)

 
Michael Huber
Quadrangle GP Investors LLC
1065 Avenue of the Americas, 34th Floor
New York, New York 10018
(212) 418-1700
 
 
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)

November 27, 2013
(Date of Event which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box . o
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 for other parties to whom copies are to be sent.
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 

 
CUSIP No. 67020Q107
 
 SCHEDULE 13D/A
Page 2 of 22


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Quadrangle GP Investors LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
1,388,939
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
1,388,939
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,388,939
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.5%
  
14
TYPE OF REPORTING PERSON
 
OO
  

 
 
 
 
 

 
CUSIP No. 67020Q107
 
 SCHEDULE 13D/A
Page 3 of 22


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Quadrangle GP Investors II LP
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
2,791,898
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
2,791,898
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,791,898
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
13.0%
  
14
TYPE OF REPORTING PERSON
 
PN
  

 
 
 
 

 
CUSIP No. 67020Q107
 
 SCHEDULE 13D/A
Page 4 of 22


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Quadrangle GP Investors LP
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
1,388,939
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
1,388,939
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,388,939
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.5%
  
14
TYPE OF REPORTING PERSON
 
PN
  

 
 
 
 

 
CUSIP No. 67020Q107
 
 SCHEDULE 13D/A
Page 5 of 22


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Quadrangle Capital Partners LP
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
967,253
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
967,253
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
967,253
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.5%
  
14
TYPE OF REPORTING PERSON
 
PN
  

 
 
 
 

 
CUSIP No. 67020Q107
 
 SCHEDULE 13D/A
Page 6 of 22


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Quadrangle Select Partners LP
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
52,851
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
52,851
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
52,851
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.2%
  
14
TYPE OF REPORTING PERSON
 
PN
  


 
 
 
 

 
CUSIP No. 67020Q107
 
 SCHEDULE 13D/A
Page 7 of 22


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Quadrangle Capital Partners-A LP
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
368,835
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
368,835
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
368,835
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.7%
  
14
TYPE OF REPORTING PERSON
 
PN
  

 
 
 
 
 

 
CUSIP No. 67020Q107
 
 SCHEDULE 13D/A
Page 8 of 22


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
QCP GP Investors II LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
2,791,898
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
2,791,898
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,791,898
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
13.0%
  
14
TYPE OF REPORTING PERSON
 
OO
  


 
 
 
 

 
CUSIP No. 67020Q107
 
 SCHEDULE 13D/A
Page 9 of 22


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Quadrangle (AIV2) Capital Partners II LP
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
2,791,898
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
2,791,898
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,791,898
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
13.0%
  
14
TYPE OF REPORTING PERSON
 
PN
  
 

 
 
 
 
 

 
CUSIP No. 67020Q107
 
 SCHEDULE 13D/A
Page 10 of 22


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Quadrangle Select Partners II LP
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
2,791,898
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
2,791,898
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,791,898
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
13.0%
  
14
TYPE OF REPORTING PERSON
 
PN
  


 
 
 
 

 
CUSIP No. 67020Q107
 
 SCHEDULE 13D/A
Page 11 of 22


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Quadrangle Capital Partners II-A LP
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
2,791,898
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
2,791,898
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,791,898
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
13.0%
  
14
TYPE OF REPORTING PERSON
 
PN
  
 

 
 
 
 
 

 
CUSIP No. 67020Q107
 
 SCHEDULE 13D/A
Page 12 of 22


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Quadrangle NTELOS GP LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
2,791,898
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
2,791,898
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,791,898
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
13.0%
  
14
TYPE OF REPORTING PERSON
 
OO
  


 
 
 
 

 
CUSIP No. 67020Q107
 
 SCHEDULE 13D/A
Page 13 of 22


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Quadrangle NTELOS Holdings II LP
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
2,791,898
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
2,791,898
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,791,898
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
13.0%
  
14
TYPE OF REPORTING PERSON
 
PN
  


 
 
 
 
 

 
CUSIP No. 67020Q107
 
 SCHEDULE 13D/A
Page 14 of 22

 
This amendment No. 4 relates to the Schedule 13D filed by Quadrangle GP Investors LLC, Quadrangle GP Investors LP, Quadrangle Capital Partners LP, Quadrangle Select Partners LP, Quadrangle Capital Partners-A LP, QCP GP Investors II LLC, Quadrangle GP Investors II LP, Quadrangle (AIV2) Capital Partners II LP, Quadrangle Select Partners II LP, Quadrangle Capital Partners II-A LP, Quadrangle NTELOS GP LLC, and Quadrangle NTELOS Holdings II LP with the Securities and Exchange Commission on September 25, 2007, as amended (the “Schedule 13D”), relating to the common stock, par value $0.01 per share, of NTELOS Holdings Corp. Unless set forth below, all Items are unchanged from the Schedule 13D.  Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.
 
Item 2.    Identity and Background

               Items 2(a) and (b) are hereby amended and restated as follows

 “(a)
               This Statement is being filed jointly by Quadrangle GP Investors LLC, Quadrangle GP Investors LP, Quadrangle Capital Partners LP, Quadrangle Select Partners LP, Quadrangle Capital Partners-A LP, QCP GP Investors II LLC, Quadrangle GP Investors II LP, Quadrangle (AIV2) Capital Partners II LP, Quadrangle Select Partners II LP, Quadrangle Capital Partners II-A LP, Quadrangle NTELOS GP LLC, and Quadrangle NTELOS Holdings II LP (collectively, the “Reporting Persons”).
  
Quadrangle GP Investors LLC is the general partner of Quadrangle GP Investors LP, which is the general partner of each of Quadrangle Capital Partners LP, Quadrangle Select Partners LP, Quadrangle Capital Partners-A LP (collectively, the “QCP Funds”).

QCP GP Investors II LLC is the general partner of Quadrangle GP Investors II LP, which is the general partner of each of Quadrangle (AIV2) Capital Partners II LP, Quadrangle (AIV2) Select Partners II LP and Quadrangle Capital Partners II-A LP (collectively, the “QCP II Funds”).  The QCP II Funds are managing members of Quadrangle NTELOS GP LLC, which is the general partner of Quadrangle NTELOS Holdings II LP.

               Quadrangle Holdings LLC is the managing member of QCP GP Investors II LLC, and the managing members of Quadrangle Holdings LLC are Peter Ezersky and Michael Huber (collectively, the “Managing Members”). The investment committee of QCP GP Investors II LLC makes voting and investment decisions with respect to the securities held by the Reporting Persons. Each of the four members of the investment committee of QCP GP Investors II LLC, Peter Ezersky, Michael Huber, Steven Felsher and Brian Bytof, disclaims ownership of such shares that may be deemed beneficially owned by the Quadrangle Entities or any of their affiliates.

(b)
               The address of the principal business of each of the Reporting Persons and each of the Managing Members is 1065 Avenue of the Americas, 34th Floor, New York, New York 10018.”
 
Item 5.    Interest in Securities of the Issuer
 
               Items 5(a) and (c) are hereby amended and restated as follows:

“(a)
As of the date hereof, (i) Quadrangle Capital Partners LP holds 967,253 shares of Common Stock, or approximately 4.5% of the outstanding Common Stock, (ii) Quadrangle Select Partners LP holds 52,851 shares of Common Stock, or approximately 0.2% of the outstanding Common Stock, (iii) Quadrangle Capital Partners-A LP holds 368,835 shares of Common Stock, or approximately 1.7% of the outstanding
 
 
 
 
 
 
 
CUSIP No. 67020Q107
 
 SCHEDULE 13D/A
Page 15 of 22

 
Common Stock, and (iv) Quadrangle NTELOS Holdings II LP holds 2,791,898 shares of Common Stock, or approximately 13.0% of the outstanding Common Stock.

Each of Quadrangle GP Investors LP, as the general partner of each of the QCP Funds, and Quadrangle GP Investors LLC, as the general partner of Quadrangle GP Investors LP, may be deemed to beneficially own the 1,388,939 shares of Common Stock held by the QCP Funds, or approximately 6.5% of the outstanding Common Stock.

               Each of Quadrangle NTELOS GP LLC, as the general partner of Quadrangle NTELOS Holdings II LP; the QCP II Funds, as the managing members of Quadrangle NTELOS GP LLC; Quadrangle GP Investors II LP, as the general partner of each of the QCP II Funds; and QCP GP Investors II LLC, as the general partner of Quadrangle GP Investors II LP may be deemed to beneficially own the 2,791,898 shares of Common Stock held by Quadrangle NTELOS Holdings II LP, or approximately 13.0% of the outstanding Common Stock.

               In the aggregate, the Reporting Persons may be deemed to beneficially own 4,180,837 shares of Common Stock, or approximately 19.4% of the outstanding Common Stock. Each of the Reporting Persons expressly disclaims beneficial ownership of any shares of Common Stock not held directly by such Reporting Person.
              
The percentage interest of the Reporting Persons in this Statement is based on the 21,505,352 shares of Common Stock reported to be outstanding as of October 30, 2013 in the Issuer’s Prospectus Supplement (the “Prospectus Supplement”) filed with the SEC on November 21, 2013.

Mr. Ezersky serves as trustee of a charitable organization that holds 500 shares of Common Stock.

(c)
On November 27, 2013, in a secondary offering (the “Offering”) pursuant to the Prospectus Supplement, which forms part of the Issuer’s registration statement on Form S-3, declared effective on September 6, 2013, (i) Quadrangle Capital Partners LP sold 1,044,595 shares of Common Stock, (ii) Quadrangle Select Partners LP sold 57,077 shares of Common Stock and (iii) Quadrangle Capital Partners-A LP sold 398,328 shares of Common Stock, at $20.96 per share.”

Item 6. Contracts, Agreements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is supplemented by the following two paragraphs:

“On November 21, 2013, each of the Reporting Persons entered into a lock-up agreement (the “Lock-up Agreement”) with UBS Securities, LLC (“UBS”), and have agreed that, until January 3, 2014, without prior written consent of UBS, such Reporting Person will not offer for sale, sell, pledge, or otherwise dispose of any shares of Common Stock, or enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of Common Stock, subject to certain exceptions, including: transfers of shares of Common Stock as (i) bona fide gifts, (ii) transfer by will or intestacy to the undersigned’s legal representatives or heirs, (iii) sales or other dispositions of shares of any class of the Issuer's capital stock, in each case, that are made exclusively between and among such Reporting Person or members of such Reporting Person's family, (iv) Common Stock withheld for tax purposes in connection with the vesting and distribution of Common Stock, (v) transfer of shares of Common Stock to affiliates of the undersigned or to any investment fund or other entity controlled by such Reporting Person, its partners or members  and (vi) Common Stock acquired by the
 
 
 
 
 
 
 
CUSIP No. 67020Q107
 
 SCHEDULE 13D/A
Page 16 of 22
 
 
undersigned in the open market transactions after the Offering.  In the case of (i), (ii) and (iii) above, the transferee must provide a lock-up letter to the Representatives for the balance of the 45-day period after November 21, 2013, and no filing under the Securities Exchange Act of 1934, as amended, shall be made other than a filing on Form 5 made after the 45-day period.

Quadrangle NTELOS Holdings II LP has pledged its interest in 2,791,898 shares of Common Stock to secure repayment of a loan made to it by the Bank of Montreal.

Except as set forth in this Statement, to the knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any other person with respect to the securities of the Issuer, including but not limited to transfer or voting of any of the securities of the Issuer, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting power over the securities of the Issuer.”

Item 7.   Material to be Filed as Exhibits.

Exhibit A:  Lock-up Agreement, dated as of November 21, 2013, by and among the Reporting Persons and UBS.
 
Exhibit B:  Joint Filing Agreement, dated as of December 2, 2013.

 
 
 
 
 
 
 
 
 
 
CUSIP No. 67020Q107
 
 SCHEDULE 13D/A
Page 17 of 22
 
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: December 2, 2013

 
QUADRANGLE CAPITAL PARTNERS LP
  
     
     
 
By:
Quadrangle GP Investors LP, as its General Partner
  
       
 
By:
Quadrangle GP Investors LLC, as its General Partner
  
       
 
By:
/s/ Michael Huber
  
   
Name: Michael Huber
  
   
Title: President and Managing Principal
  
     
 
QUADRANGLE GP INVESTORS LP
  
     
     
 
By:
Quadrangle GP Investors LLC, as its General Partner
  
       
 
By:
/s/ Michael Huber
  
   
Name: Michael Huber
  
   
Title: President and Managing Principal
  
     
 
QUADRANGLE GP INVESTORS LLC
  
     
     
 
By:
/s/ Michael Huber
  
   
Name: Michael Huber
  
   
Title: President and Managing Principal
  

 
QUADRANGLE SELECT PARTNERS LP
  
     
     
 
By:
Quadrangle GP Investors LP, as its General Partner
  
       
 
By:
Quadrangle GP Investors LLC, as its General Partner
  
       
 
By:
/s/ Michael Huber
  
   
Name: Michael Huber
  
   
Title: President and Managing Principal
  
 
 

 
 
 
 

 
CUSIP No. 67020Q107
 
 SCHEDULE 13D/A
Page 18 of 22
 
 

 
QUADRANGLE CAPITAL PARTNERS-A LP
  
     
     
 
By:
Quadrangle GP Investors LP, as its General Partner
  
       
 
By:
Quadrangle GP Investors LLC, as its General Partner
  
       
 
By:
/s/ Michael Huber
  
   
Name: Michael Huber
  
   
Title: President and Managing Principal
  
     
 
QUADRANGLE NTELOS HOLDINGS II LP
  
     
     
 
By:
Quadrangle NTELOS GP LLC, as General Partner
  
       
 
By:
Quadrangle (AIV2) Capital Partners II LP, as Managing Member
  
       
 
By:
Quadrangle GP Investors II LP, as General Partner
  
       
 
By:
QCP GP Investors II LLC, as General Partner
  
       
 
By:
/s/ Michael Huber
  
   
Name: Michael Huber
  
   
Title: President and Managing Principal
  
     
 
QUADRANGLE NTELOS GP LLC
  
     
       
 
By:
Quadrangle (AIV2) Capital Partners II LP, as Managing Member
  
       
 
By:
Quadrangle GP Investors II LP, as General Partner
  
       
 
By:
QCP GP Investors II LLC, as General Partner
  
       
 
By:
/s/ Michael Huber
  
   
Name: Michael Huber
  
   
Title: President and Managing Principal
  
 
 
QUADRANGLE (AIV2) CAPITAL PARTNERS II LP
  
     
     
 
By:
Quadrangle GP Investors II LP, as General Partner
  
       
 
By:
QCP GP Investors II LLC, as General Partner
  
       
 
By:
/s/ Michael Huber
  
   
Name: Michael Huber
  
   
Title: President and Managing Principal
  
 
 
 

 
 
 

 
CUSIP No. 67020Q107
 
 SCHEDULE 13D/A
Page 19 of 22
 

 
QUADRANGLE GP INVESTORS II LP
  
     
     
 
By:
QCP GP Investors II LLC, as General Partner
  
       
 
By:
/s/ Michael Huber
  
   
Name: Michael Huber
  
   
Title: President and Managing Principal
  
     
     
 
QCP GP INVESTORS II LLC
  
     
     
 
By:
Quadrangle Holdings LLC, as General Partner
  
       
 
By:
/s/ Michael Huber
  
   
Name: Michael Huber
  
   
Title: President and Managing Principal
  
     
     
 
QUADRANGLE CAPITAL PARTNERS II-A LP
  
     
     
 
By:
Quadrangle GP Investors II LP, as General Partner
  
       
 
By:
QCP GP Investors II LLC, as General Partner
  
       
 
By:
/s/ Michael Huber
  
   
Name: Michael Huber
  
   
Title: President and Managing Principal
  
 
     
 
QUADRANGLE SELECT PARTNERS II LP
  
     
     
 
By:
Quadrangle GP Investors II LP, as General Partner
  
       
 
By:
QCP GP Investors II LLC, as General Partner
  
       
 
By:
/s/ Michael Huber
  
   
Name: Michael Huber
  
   
Title: President and Managing Principal
  
     
 
 
 

 
 
 
 

Exhibit A
 

LOCK-UP LETTER AGREEMENT


UBS Securities LLC
c/o UBS Securities LLC
299 Park Avenue
New York, New York  10171
 

Ladies and Gentlemen:

The undersigned understands that you (the “Underwriter”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) providing for the purchase by you of shares (the “Stock”) of Common Stock, par value $0.01 per share (the “Common  Stock”),  of  NTELOS  Holdings  Corp.,  a  Delaware corporation  (the “Company”), and that you propose to reoffer the Stock to the public (the “Offering”).
 
In consideration of your execution of the Underwriting Agreement, and for other good and valuable consideration, the undersigned hereby irrevocably agrees that, without your prior written consent, the undersigned will not, directly or indirectly, (1) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock (including, without limitation, shares of Common Stock that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and shares of Common Stock that may be issued upon exercise of any option or warrant) or securities convertible into or exchangeable for Common Stock (other than the Stock), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (3) cause to be filed a registration statement with respect to any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company (with the exception of a filing on Form S-8 related to the Company’s incentive plan) or (4) publicly disclose the intention to do any of the foregoing, for a period of the earlier of (i) 75 days after the date of the final prospectus relating to the Offering and the (ii) “Lock-Up Period” as defined in the Underwriting Agreement (such period, for the purposes of this Lock-Up Letter Agreement, the “Lock-Up Period”).
 
The foregoing paragraph shall not apply to (A) any Common Stock to be sold by the undersigned pursuant to the Underwriting Agreement, (B) transfers of shares of Common Stock as (i) bona fide gifts, (ii) transfer by will or intestacy to the undersigned’s legal representatives or heirs, (iii) sales or other dispositions of shares of any class of the Company's capital stock, in each case, that are made exclusively between and among the undersigned or members of the undersigned's family (including any trust for the benefit of the undersigned or the undersigned’s immediate family), (iv) Common
 
 
 
 
 
 
 

 
Stock withheld for tax purposes in connection with the vesting and distribution of Common Stock, (v) transfer of shares of Common Stock to affiliates of the undersigned or to any investment fund or other entity controlled by the undersigned, its partners (if a partnership) or members (if a limited liability company) and (vi) Common Stock acquired by the undersigned in the open market transactions after the Offering; provided that it shall be a condition to any such transfer that (i) except in the case of (B)(ii) above, the transferee/donee agrees to be bound by the terms of the lock-up letter agreement (including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto; (ii) except in the case of clause (A), (B)(iv), (B)(v) and (B)(vi) above, no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required or shall be voluntarily made in connection with such transfer or distribution (other than a filing on a Form 5, Schedule 13D or Schedule 13G (or 13D-A or 13G-A) made after the expiration of the 45-day period referred to above), (iii) except in the case of clause (A), (B)(iv), (B)(v) and (B)(vi) above, each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act of 1933, as amended, and the Exchange Act) to make, and shall agree to not voluntarily make, any public announcement of the transfer or disposition, and (iv) the undersigned notifies the Underwriter at least two business days prior to the proposed transfer or disposition.
 
Notwithstanding any other provision contained herein, the undersigned shall be permitted to make transfers, sales, tenders or other dispositions of Common Stock, or any security convertible into or exercisable or exchangeable for Common Stock, pursuant to a tender offer for all of the voting securities of the Company or any other transaction, including, without limitation, a merger, consolidation or other business combination, in each case, involving a change of control of the Company (including, without limitation, entering into any lock-up, voting or similar agreement pursuant to which the undersigned may agree to transfer, sell, tender or otherwise dispose of Common Stock, or any security convertible into or exercisable or exchangeable for Common Stock, in connection with any such transaction, or vote any shares of Common Stock, or any security convertible into or exercisable or exchangeable for Common Stock, in favor of any such transaction), provided that all shares of Common Stock, or any security convertible into or exercisable or exchangeable for Common Stock, subject to this agreement that are not so transferred, sold, tendered or otherwise disposed of remain subject to this agreement; and provided further that it shall be a condition of transfer, sale, tender or other disposition that if such tender offer or other transaction is not completed, any shares of Common Stock, or any security convertible into or exercisable or exchangeable for Common Stock, subject to this agreement shall remain subject to the restrictions herein.
 
Notwithstanding the foregoing paragraph, and to the extent that you are unable to publish research reports on the Company under Rule 139 of the Securities Act and/or pursuant to NASD Rule 2711 of the rules and regulations of the Financial Industry Regulatory Authority, if (1) during the last 17 days of the Lock-Up Period, the Company
 
 
 
 
 
 

 
 
 
 
 
 
issues an earnings release or announces material news or a material event relating to the Company or (2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed by this Lock-Up Letter Agreement shall continue to apply until the expiration of the 18-day period beginning on the date of issuance of the earnings release or the announcement of the material news or material event, unless the Underwriter waives such extension in writing.

The undersigned hereby further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this Lock-Up Letter Agreement during the period from the date of this Lock-Up Letter Agreement to and including the 34th day following the expiration of the Lock-Up Period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period (as such may have been extended pursuant to the foregoing paragraph) has expired.
 
In furtherance of the foregoing, the Company and its transfer agent are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Lock-Up Letter Agreement.
 
It is understood that, if the Company notifies you that it does not intend to proceed with the Offering, if the Underwriting Agreement does not become effective, if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Stock or the Offering is not completed by December 31, 2013, the undersigned is hereby automatically released from its obligations under this Lock-Up Letter Agreement.
 
The undersigned understands that the Company and you will proceed with the Offering in reliance on this Lock-Up Letter Agreement.
 
Whether or not the Offering actually occurs depends on a number of factors, including market conditions.  Any Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between you, the Company and the Selling Stockholders named therein.
 

[Signature page follows]
 
 
 
 
 
 
 
 
 
 
The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Letter Agreement and that, upon request, the undersigned will execute any additional documents necessary in connection with the enforcement hereof.  Any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.
 

 
Very truly yours,
  
     
     
 
Quadrangle Capital Partners-A LP
  
     
 
By:
Quadrangle GP Investors LP, as its General Partner
  
       
 
By:
Quadrangle GP Investors LLC, as its General Partner
  
       
       
 
By:
/s/ Michael Huber
  
   
Name: Michael Huber
  
   
Title: President and Managing Principal
  
     
 
 
Dated: November 21, 2013
 

 
 
 
 
 
 
 
[Lock-Up Signature Page]
 
 
 
The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Letter Agreement and that, upon request, the undersigned will execute any additional documents necessary in connection with the enforcement hereof.  Any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.
 
 
 
Very truly yours,
  
     
     
 
Quadrangle Select Partners LP
  
     
 
By:
Quadrangle GP Investors LP, as its General Partner
  
       
 
By:
Quadrangle GP Investors LLC, as its General Partner
  
       
       
 
By:
/s/ Michael Huber
  
   
Name: Michael Huber
  
   
Title: President and Managing Principal
  
     
 
 
Dated: November 21, 2013
 

 
 
 
 
 
[Lock-Up Signature Page]
 

 
The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Letter Agreement and that, upon request, the undersigned will execute any additional documents necessary in connection with the enforcement hereof.  Any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.
 
 
 
Very truly yours,
  
     
     
 
Quadrangle Capital Partners LP
  
     
 
By:
Quadrangle GP Investors LP, as its General Partner
  
       
 
By:
Quadrangle GP Investors LLC, as its General Partner
  
       
       
 
By:
/s/ Michael Huber
  
   
Name: Michael Huber
  
   
Title: President and Managing Principal
  
     
 
 
Dated: November 21, 2013
 
 

 
 
 
 
 
[Lock-Up Signature Page]
 
 
 
The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Letter Agreement and that, upon request, the undersigned will execute any additional documents necessary in connection with the enforcement hereof.  Any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.
 
 
 
Very truly yours,
  
     
     
 
Quadrangle NTELOS Holdings II LP
  
     
 
By:
Quadrangle NTELOS GP LLC, as its General Partner
  
       
 
By:
Quadrangle (AIV2) Capital Partners II LP, as its Managing Member
  
       
 
By:
 Quadrangle GP Investors II LP, as its General Partner   
       
 
By:
 QCP GP Investors II LLC, as its General Partner   
       
       
 
By:
/s/ Michael Huber
  
   
Name: Michael Huber
  
   
Title: President and Managing Principal
  
     
 
 
Dated: November 21, 2013
 
 

 
 
 
 
[Lock-Up Signature Page]
 
 
 
The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Letter Agreement and that, upon request, the undersigned will execute any additional documents necessary in connection with the enforcement hereof.  Any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.
 
 
 
Very truly yours,
  
     
     
 
Quadrangle NTELOS GP LLC
  
     
 
By:
Quadrangle (AIV2) Capital Partners II LP, as its Managing Member
  
       
 
By:
Quadrangle GP Investors II LP, as its General Partner
  
       
 
By:
 QCP GP Investors II LLC, as its General Partner  
       
       
 
By:
/s/ Michael Huber
  
   
Name: Michael Huber
  
   
Title: President and Managing Principal
  
     
 
 
Dated: November 21, 2013
 
 
 
 
 
 
 
[Lock-Up Signature Page]
 
 
 
The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Letter Agreement and that, upon request, the undersigned will execute any additional documents necessary in connection with the enforcement hereof.  Any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.
 
 
 
Very truly yours,
  
     
     
 
Quadrangle GP Investors LLC
  
     
     
 
By:
/s/ Michael Huber
  
   
Name: Michael Huber
  
   
Title: President and Managing Principal
  
     
 
 
Dated: November 21, 2013
 
 
 
 
 
 
 
 
[Lock-Up Signature Page]
 
 
 
The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Letter Agreement and that, upon request, the undersigned will execute any additional documents necessary in connection with the enforcement hereof.  Any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.
 
 
 
Very truly yours,
  
     
     
 
Quadrangle GP Investors LP
  
     
 
By:
Quadrangle GP Investors LLC, as its General Partner
  
       
       
 
By:
/s/ Michael Huber
  
   
Name: Michael Huber
  
   
Title: President and Managing Principal
  
     
 
 
Dated: November 21, 2013
 
 
 
 
 
 
 
 
[Lock-Up Signature Page]
 
 
 
The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Letter Agreement and that, upon request, the undersigned will execute any additional documents necessary in connection with the enforcement hereof.  Any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.
 
 
Very truly yours,
  
     
     
 
QCP GP Investors II LLC
  
     
     
 
By:
/s/ Michael Huber
  
   
Name: Michael Huber
  
   
Title: President and Managing Principal
  
     
 
 
Dated: November 21, 2013
 
 
 
 
 
 
 
 
[Lock-Up Signature Page]
 
 
 
The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Letter Agreement and that, upon request, the undersigned will execute any additional documents necessary in connection with the enforcement hereof.  Any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.
 
 
 
Very truly yours,
  
     
     
 
Quadrangle GP Investors II LP
  
     
 
By:
QCP GP Investors II LLC, as its General Partner
  
       
       
 
By:
/s/ Michael Huber
  
   
Name: Michael Huber
  
   
Title: President and Managing Principal
  
     
 
 
Dated: November 21, 2013
 
 
 
 
 
 
 
 
[Lock-Up Signature Page]
 
 
 
The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Letter Agreement and that, upon request, the undersigned will execute any additional documents necessary in connection with the enforcement hereof.  Any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.
 
 
 
Very truly yours,
  
     
     
 
Quadrangle (AIV2) Capital Partners II LP
  
     
 
By:
Quadrangle GP Investors II LP, as its General Partner
  
       
 
By:
 QCP GP Investors II LLC, as its General Partner   
       
       
 
By:
/s/ Michael Huber
  
   
Name: Michael Huber
  
   
Title: President and Managing Principal
  
     
 
 
Dated: November 21, 2013
 
 
 
 
 
 
 
 
[Lock-Up Signature Page]
 
 
 
The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Letter Agreement and that, upon request, the undersigned will execute any additional documents necessary in connection with the enforcement hereof.  Any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.
 
 
 
Very truly yours,
  
     
     
 
Quadrangle Capital Partners II-A LP
  
     
 
By:
Quadrangle GP Investors II LP, as its General Partner
  
       
 
By:
 QCP GP Investors II LLC, as its General Partner  
       
       
 
By:
/s/ Michael Huber
  
   
Name: Michael Huber
  
   
Title: President and Managing Principal
  
     
 
 
Dated: November 21, 2013
 
 

 
 
 
[Lock-Up Signature Page]
 
 
 
The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Letter Agreement and that, upon request, the undersigned will execute any additional documents necessary in connection with the enforcement hereof.  Any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.
 
 
 
Very truly yours,
  
     
     
 
Quadrangle Holdings LLC
  
     
     
 
By:
/s/ Michael Huber
  
   
Name: Michael Huber
  
   
Title: Managing Member
  
     
 
 
Dated: November 21, 2013
 
 
 
 
 
 
 
 
 
[Lock-Up Signature Page]
 

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Letter Agreement and that, upon request, the undersigned will execute any additional documents necessary in connection with the enforcement hereof.  Any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.
 
 
 
Very truly yours,
  
     
     
 
Quadrangle Select Partners II LP
  
     
 
By:
Quadrangle GP Investors II LP, as its General Partner
  
       
 
By:
 QCP GP Investors II LLC, as its General Partner  
       
       
 
By:
/s/ Michael Huber
  
   
Name: Michael Huber
  
   
Title: President and Managing Principal
  
     
 
 
Dated: November 21, 2013
 

 
 
[Lock-Up Signature Page]
 

Exhibit B
 
JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the common stock, par value US$0.01 per share, of NTELOS Holdings Corp. and further agree to the filing of this agreement as an exhibit thereto.  In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13D.
 
Dated: December 2, 2013
 

 
QUADRANGLE CAPITAL PARTNERS LP
  
     
     
 
By:
Quadrangle GP Investors LP, as its General Partner
  
       
 
By:
Quadrangle GP Investors LLC, as its General Partner
  
       
 
By:
/s/ Michael Huber
  
   
Name: Michael Huber
  
   
Title: President and Managing Principal
  
     
 
QUADRANGLE GP INVESTORS LP
  
     
     
 
By:
Quadrangle GP Investors LLC, as its General Partner
  
       
 
By:
/s/ Michael Huber
  
   
Name: Michael Huber
  
   
Title: President and Managing Principal
  
     
 
QUADRANGLE GP INVESTORS LLC
  
     
     
 
By:
/s/ Michael Huber
  
   
Name: Michael Huber
  
   
Title: President and Managing Principal
  

 
QUADRANGLE SELECT PARTNERS LP
  
     
     
 
By:
Quadrangle GP Investors LP, as its General Partner
  
       
 
By:
Quadrangle GP Investors LLC, as its General Partner
  
       
 
By:
/s/ Michael Huber
  
   
Name: Michael Huber
  
   
Title: President and Managing Principal
  
 
 

 
 
 
 
 

 
QUADRANGLE CAPITAL PARTNERS-A LP
  
     
     
 
By:
Quadrangle GP Investors LP, as its General Partner
  
       
 
By:
Quadrangle GP Investors LLC, as its General Partner
  
       
 
By:
/s/ Michael Huber
  
   
Name: Michael Huber
  
   
Title: President and Managing Principal
  
     
 
QUADRANGLE NTELOS HOLDINGS II LP
  
     
     
 
By:
Quadrangle NTELOS GP LLC, as General Partner
  
       
 
By:
Quadrangle (AIV2) Capital Partners II LP, as Managing Member
  
       
 
By:
Quadrangle GP Investors II LP, as General Partner
  
       
 
By:
QCP GP Investors II LLC, as General Partner
  
       
 
By:
/s/ Michael Huber
  
   
Name: Michael Huber
  
   
Title: President and Managing Principal
  
     
 
QUADRANGLE NTELOS GP LLC
  
     
       
 
By:
Quadrangle (AIV2) Capital Partners II LP, as Managing Member
  
       
 
By:
Quadrangle GP Investors II LP, as General Partner
  
       
 
By:
QCP GP Investors II LLC, as General Partner
  
       
 
By:
/s/ Michael Huber
  
   
Name: Michael Huber
  
   
Title: President and Managing Principal
  
 
 
QUADRANGLE (AIV2) CAPITAL PARTNERS II LP
  
     
     
 
By:
Quadrangle GP Investors II LP, as General Partner
  
       
 
By:
QCP GP Investors II LLC, as General Partner
  
       
 
By:
/s/ Michael Huber
  
   
Name: Michael Huber
  
   
Title: President and Managing Principal
  
 
 
 

 
 
 
 
 
 
QUADRANGLE GP INVESTORS II LP
  
     
     
 
By:
QCP GP Investors II LLC, as General Partner
  
       
 
By:
/s/ Michael Huber
  
   
Name: Michael Huber
  
   
Title: President and Managing Principal
  
     
     
 
QCP GP INVESTORS II LLC
  
     
     
 
By:
Quadrangle Holdings LLC, as General Partner
  
       
 
By:
/s/ Michael Huber
  
   
Name: Michael Huber
  
   
Title: President and Managing Principal
  
     
     
 
QUADRANGLE CAPITAL PARTNERS II-A LP
  
     
     
 
By:
Quadrangle GP Investors II LP, as General Partner
  
       
 
By:
QCP GP Investors II LLC, as General Partner
  
       
 
By:
/s/ Michael Huber
  
   
Name: Michael Huber
  
   
Title: President and Managing Principal
  
 
     
 
QUADRANGLE SELECT PARTNERS II LP
  
     
     
 
By:
Quadrangle GP Investors II LP, as General Partner
  
       
 
By:
QCP GP Investors II LLC, as General Partner
  
       
 
By:
/s/ Michael Huber
  
   
Name: Michael Huber
  
   
Title: President and Managing Principal