0000950142-15-000607.txt : 20150320 0000950142-15-000607.hdr.sgml : 20150320 20150319180229 ACCESSION NUMBER: 0000950142-15-000607 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150320 DATE AS OF CHANGE: 20150319 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 GP INVESTORS II LP GROUP MEMBERS: QUADRANGLE NTELOS GP LLC GROUP MEMBERS: QUADRANGLE NTELOS HOLDINGS II LP GROUP MEMBERS: QUADRANGLE SELECT PARTNERS II LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Lumos Networks Corp. CENTRAL INDEX KEY: 0001520744 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 800697274 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86465 FILM NUMBER: 15713944 BUSINESS ADDRESS: STREET 1: ONE LUMOS PLAZA STREET 2: P.O. BOX 1068 CITY: WAYNESBORO STATE: VA ZIP: 22980 BUSINESS PHONE: 540-946-2000 MAIL ADDRESS: STREET 1: ONE LUMOS PLAZA STREET 2: P.O. BOX 1068 CITY: WAYNESBORO STATE: VA ZIP: 22980 FORMER COMPANY: FORMER CONFORMED NAME: NTELOS Wireline One Inc. DATE OF NAME CHANGE: 20110513 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Quadrangle GP Investors II LP CENTRAL INDEX KEY: 0001406272 IRS NUMBER: 201914053 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O QUADRANGLE GROUP LLC STREET 2: 375 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10152 BUSINESS PHONE: 212-418-1700 MAIL ADDRESS: STREET 1: C/O QUADRANGLE GROUP LLC STREET 2: 375 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10152 SC 13D/A 1 eh1500414_13da3-lumos.htm AMENDMENT NO. 3 eh1500414_13da3-lumos.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
 
Lumos Networks Corp.
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
550283105
(CUSIP Number)

Michael Huber
QCP GP Investors II 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)
 
March 17, 2015
(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. 550283105
 
 SCHEDULE 13D
Page 2 of 10


 
1
NAME OF REPORTING 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
 
1,191,898
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
1,191,898
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,191,898
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.3%
  
14
TYPE OF REPORTING PERSON
 
PN
  
 

 
 
 
 
 
 
CUSIP No. 550283105
 
 SCHEDULE 13D
Page 3 of 10


 
1
NAME OF REPORTING 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
 
1,191,898
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
1,191,898
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,191,898
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.3%
  
14
TYPE OF REPORTING PERSON
 
OO
  

 
 
 
 
 
 
CUSIP No. 550283105
 
 SCHEDULE 13D
Page 4 of 10


 
1
NAME OF REPORTING 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
 
1,191,898
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
1,191,898
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,191,898
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.3%
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
 
 
 
 
 
 
CUSIP No. 550283105
 
 SCHEDULE 13D
Page 5 of 10


 
1
NAME OF REPORTING 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
 
1,191,898
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
1,191,898
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,191,898
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.3%
  
14
TYPE OF REPORTING PERSON
 
OO
  
 
 
 
 
 
 
 
CUSIP No. 550283105
 
 SCHEDULE 13D
Page 6 of 10


 
1
NAME OF REPORTING 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
 
1,191,898
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
1,191,898
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,191,898
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.3%
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
 
 
 
 
 
 
CUSIP No. 550283105
 
 SCHEDULE 13D
Page 7 of 10


 
1
NAME OF REPORTING 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
 
1,191,898
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
1,191,898
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,191,898
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.3%
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
 
 
 
 
 
 
CUSIP No. 550283105
 
 SCHEDULE 13D
Page 8 of 10


 
1
NAME OF REPORTING 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
 
1,191,898
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
1,191,898
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,191,898
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.3%
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
 
 
 
 
 
 
CUSIP No. 550283105
 
 SCHEDULE 13D
Page 9 of 10

Item 1.    Security and Issuer.

Item 1 is hereby amended and restated as follows:

“This Amendment No. 3 to Schedule 13D (this “Statement”) relates to the Schedule 13D filed by the Reporting Persons (as defined below) with the Securities and Exchange Commission (the “SEC”) on October 24, 2011 (the “Original Schedule 13D”), as amended by Amendment No. 1 to the Original Schedule 13D filed with the SEC by the Reporting Persons on September 5, 2013 and Amendment No. 2 to the Original Schedule 13D filed with the SEC by the Reporting Persons on November 22, 2013, relating to the common stock, par value US$0.01 per share (the “Common Stock”), of Lumos Networks Corp., a Virginia corporation (the “Issuer”).  The principal executive offices of the Issuer are located at 401 Spring Lane, Suite 300, Waynesboro, Virginia 22980.”
 
Item 2.    Identity and Background.

The second paragraph of Item 2(a) is hereby amended and restated as follows:

“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 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.”

Item 3.    Source and Amount of Funds or Other Consideration.

No material change
 
Item 4.   Purpose of Transaction.

No material change.

Item 5.    Interest in Securities of the Issuer.

Item 5(a) and 5(c) are hereby amended and restated as follows:

“(a)
 
As of the date hereof, Quadrangle NTELOS Holdings II LP holds 1,191,898 shares of Common Stock, or approximately 5.3% of the outstanding Common Stock.
 
Each of Quadrangle NTELOS GP LLC, as the general partner 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 1,191,898 shares of Common Stock held by Quadrangle NTELOS Holdings II LP, or approximately 5.3% 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 22,561,858 shares of Common Stock reported to be outstanding as of March 3, 2015 in the Issuer’s Prospectus Supplement (the “Prospectus Supplement”) filed with the SEC on March 13, 2015.
 
 

 
 
 
 
 
 
 
CUSIP No. 550283105
 
 SCHEDULE 13D
Page 10 of 10

 
(c)
 
On March 17, 2015, Quadrangle NTELOS Holdings II LP sold 1,600,000 shares of Common Stock 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.”

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

Item 6 is supplemented by the following three paragraphs:

On March 11, 2015, each of the Reporting Persons entered into a lock-up agreement (the “Lock-up Agreement”) with UBS Securities, LLC (the “Underwriter”) in connection with the Offering, and have agreed that until April 25, 2015, without prior written consent of the Underwriter, 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) 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, (iii) Common Stock withheld for tax purposes in connection with the vesting and distribution of Common Stock, (iv) transfers of shares of Common Stock to affiliates of the Reporting Persons or to any investment fund or other entity controlled by such Reporting Person, its partners or members and (v) Common Stock acquired by the Reporting Persons in the open market transactions after the Offering.  In the case of (i) and (ii) above, the transferee must provide a lock-up letter to the Underwriter for the balance of the 45-day restricted period, 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 restricted period.

Quadrangle NTELOS Holdings II LP has pledged its interest in 1,191,898 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.

 
 
 
 
 
 

 
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: March 19, 2015
 
 

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
  

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
  
   
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:
/s/ Michael Huber
  
 
Name:
Michael Huber
  
 
Title:
President and Managing Principal
  
 
 
 
 
 
 
 EX-99 2 eh1500414_ex99.htm EXHIBIT A eh1500414_ex99.htm
EXHIBIT A
 
LOCK-UP LETTER AGREEMENT
 
UBS SECURITIES LLC
1285 Avenue of the Americas
New York, NY 10019

Ladies and Gentlemen:
 
The undersigned understands that you 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 Lumos Networks 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 45 days after the date of the final prospectus relating to the Offering (such 45-day period, 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 this 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 Lock-Up Period), (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 you at least two business days prior to the proposed transfer or disposition.
 
In addition, the restrictions set forth in the second paragraph of this Lock-Up Letter Agreement shall not prohibit or restrict the undersigned from (i) establishing a trading plan meeting the requirements of Rule 10b5-1 under the Exchange Act, provided that no sales of Common Stock shall occur under such plan and no public disclosure of any such action shall be required or shall be made voluntarily by any person prior to the expiration of the Lock-Up Period, or (ii) disposing of shares of Common Stock pursuant to the terms of a trading plan meeting the requirements of Rule 10b5-1 under the Exchange Act established on or prior to February 27, 2015 and not amended subsequent to such date.
 
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 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 you waive 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 April 1, 2015, the undersigned is hereby automatically released from its obligations under this Lock-Up Letter Agreement.
 
The undersigned understands that the parties to the Underwriting Agreement 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 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   
         
 
 
Date:       March 11, 2015