THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

NTELOS Holdings Corp. (NTLS)

3/28/2006 10K Information

Shareholders Agreement

On May 2, 2005, we entered into a shareholders agreement with the CVC Entities, the Quadrangle Entities and management stockholders which was amended and restated on February 13, 2006 in connection with our initial public offering. Our board of directors consists of seven members. In accordance with the shareholders agreement, three directors have been designated by each of the CVC Entities and Quadrangle Entities and one director will be the chief executive officer of the Company for so long as he or she is employed by the Company. Prior to the offering, the CVC Entities replaced one of their non-independent director designees with a designee who is an “independent” director, as the term is defined in the rules of The Nasdaq Stock Market. Within 90 days of our initial public offering, the Quadrangle Entities will replace one of their non-independent director designees with a director who is “independent” under the rules of The Nasdaq Stock Market. Further, the shareholders agreement provides that within one year of our initial public offering the board will be expanded to consist of eight members and the CVC Entities and the Quadrangle Entities will jointly designate an additional “independent” director under the rules of The Nasdaq Stock Market. Any additional directorships resulting in an increase in the number of directors may only be filled by the vote of the directors then in office. Each director is elected for a term of one year and serves until a successor is duly elected and qualified or until his or her death, resignation or removal. A director may only be removed in accordance with the shareholders agreement and otherwise by an affirmative vote of a majority of the combined voting power of our outstanding capital stock. Pursuant to the shareholders agreement, each of the CVC Entities and the Quadrangle Entities may designate only two directors, who do not need to be “independent,” if its respective ownership falls below 20%, one director, who does not need to be “independent,” if their respective ownership falls below 10% and no directors if their respective ownership falls below 5%.

In accordance with the shareholders agreement, we may not take certain significant actions, such as a merger or sale of assets in excess of $3 million, incurrences of indebtedness, amendments of organizational documents and certain other matters, subject to certain specified exceptions, without the approval of a majority of the members of our board of directors. The required quorum for any meeting of our board of directors must include at least one non-independent director designated by the CVC Entities and at least one non-independent director designated by the Quadrangle Entities, respectively, for as long as the CVC Entities and Quadrangle Entities, respectively, are entitled to designate one or more members of our board of directors in accordance with the terms of the shareholders agreement.

The shareholders agreement covers matters of corporate governance, restrictions on transfer of our securities, registration rights and information rights.

Advisory Agreements

We were formed in January 2005 by the CVC Entities and the Quadrangle Entities for the purpose of acquiring NTELOS Inc. In connection with the acquisition, we entered into advisory agreements with each of CVC Management LLC and Quadrangle Advisors LLC, pursuant to which each may provide financial, advisory and consulting services to us. There were no minimum levels of service required to be provided pursuant to the advisory agreements. The services that were provided include executive and management services, support and analysis of financing alternatives and assistance with various finance functions. In exchange for these services, CVC Management LLC and Quadrangle Advisors LLC were each entitled to an annual advisory fee of $1.0 million per year, paid quarterly, plus out-of-pocket expenses, for the term of the advisory agreements. At the closing of the acquisition of NTELOS Inc., CVC Management LLC and Quadrangle Advisors LLC each received transaction fees totaling approximately $3,750,000, plus reasonable out-of-pocket expenses. We reimbursed CVC Management LLC and Quadrangle Advisors LLC an aggregate of approximately $20,500 in out-of-pocket expenses during the term of these advisory agreements. In addition, prior to termination of these advisory agreements CVC Management LLC and Quadrangle Advisors LLC were entitled to a transaction fee in connection with the consummation of each acquisition, divestiture or financing in an amount equal to 0.50% of the aggregate value of such transaction.

Each advisory agreement includes customary indemnification provisions in favor of each of CVC Management LLC and Quadrangle Advisors LLC. These advisory agreements were terminated in connection with our initial public offering for an aggregate consideration of $12.9 million. This termination fee was calculated in accordance with the terms of the advisory agreements and equals the net present value of all annual advisory fees that would have been payable under the advisory agreements from the consummation of our initial public offering through the end of the initial ten-year terms of the advisory agreements. Certain provisions in the advisory agreements, including indemnification, survived such termination. We believe that the advisory agreements were on terms comparable to the terms typically contained in advisory agreements for similar services performed by financial sponsors for their portfolio companies.

Stock Subscription Agreements

In connection with the acquisition of NTELOS Inc., members of management were given an opportunity to purchase shares of Class L common stock at $11.00 per share and Class A common stock at $1.00 per share through subscription agreements that were entered into in connection with the NTELOS Holdings Corp. Equity Incentive Plan, dated May 2, 2005, which sets forth restrictions regarding the Class L common stock and Class A common stock. Except as described below, all shares of each class of common stock were identical and entitled the holders thereof to the same rights and privileges.

Any distributions, except for the repurchase of any stock held by an employee of the Company, were first to be made to the holders of Class L shares equal to the aggregate unpaid yield plus the original cost of the shares, less any previous distributions representing a return of capital. The unpaid yield was at a rate of 10% per annum, calculated quarterly, based upon an adjusted original cost of $11.00 per share, less any distributions representing a return of capital, plus the accumulated unpaid yield for all prior quarters.

The holders of Class L and Class A common shares had the general right to vote for all purposes as provided by law. Each holder of Class L and Class A common shares was entitled to one vote for each share held.

In October 2005, we paid a $125 million dividend to the holders of our Class L common stock.

As of the consummation of our initial public offering, all shares of our Class A common stock and Class L common stock were converted into shares of our Class B common stock.

Purchase of 10% Notes

At the closing of the acquisition of NTELOS Inc., the CVC Entities and the Quadrangle Entities lent to us $5,755,000 in the aggregate in exchange for our issuance to them of promissory notes which we refer to herein as the 10% Notes. We issued to each of the CVC Entities and the Quadrangle Entities $2,877,500 in principal amount of the 10% Notes. The 10% Notes issued to the CVC Entities includes an aggregate of $95,049 principal amount of notes issued to principals of Citigroup Venture Capital Equity Partners, L.P., including our directors Delaney, Gesell and Bloise. We repaid the 10% Notes in full on December 30, 2005.