X0202 4 2007-09-25 0 0001328571 NTELOS HOLDINGS CORP NTLS 0001351939 Huber Michael NTELOS HOLDINGS CORP. 401 SPRING LANE, SUITE 300 WAYNESBORO VA 22980 1 0 0 0 Common Stock, par value $0.01 per share 2007-09-25 4 P 0 2256600 26.50 A 2256600 I See Footnotes Common Stock, par value $0.01 per share 5777880 I See Footnotes These shares of Common Stock of NTELOS Holdings Corp. ("Common Stock") were purchased in a private transaction pursuant to a Stock Purchase Agreement, dated as of September 25, 2007, by and among Quadrangle Capital Partners II LP, Quadrangle Select Partners II LP and Quadrangle Capital Partners II-A LP (collectively, the "QCP II Funds") and Citigroup Venture Capital Equity Partners, L.P. and certain of its affiliates. An aggregate of 2,256,600 shares of Common Stock are held by the QCP II Funds. QCP GP Investors II LLC is the general partner of Quadrangle GP Investors II LP, which is the general partner of each of the QCP II Funds. Mr. Huber is a Managing Member of QCP GP Investors II LLC. The QCP II Funds may form a limited partnership or other entity to hold such shares of Common Stock. An aggregate of 5,777,800 shares of Common Stock are held by Quadrangle Capital Partners LP, Quadrangle Select Partners LP and Quadrangle Capital Partners-A LP (collectively, the "QCP Funds"). Quadrangle GP Investors LLC is the general partner of Quadrangle GP Investors LP, which is the general partner of each of the QCP Funds. Mr. Huber is a Managing Member of Quadrangle GP Investors LLC. Mr. Huber disclaims beneficial ownership of the shares of Common Stock that may be beneficially owned by the QCP II Funds, the QCP Funds or any of their affiliates. This report shall not be deemed an admission that Mr. Huber is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Michael Huber 2007-09-27