X0202 3 2007-09-25 0 0001328571 NTELOS HOLDINGS CORP NTLS 0001406273 QCP GP Investors II LLC C/O QUADRANGLE GROUP LLC 375 PARK AVENUE NEW YORK NY 10152 0 0 1 0 0001406272 Quadrangle GP Investors II LP C/O QUADRANGLE GROUP LLC 375 PARK AVENUE NEW YORK NY 10152 0 0 1 0 0001352013 QUADRANGLE CAPITAL PARTNERS II-A L P 375 PARK AVE NEW YORK NY 10152 0 0 1 0 0001414396 QUADRANGLE NTELOS HOLDINGS II LP 375 PARK AVENUE 14TH FLOOR NEW YORK NY 10152 0 0 1 0 0001414395 QUADRANGLE NTELOS GP LLC 375 PARK AVENUE 14TH FLOOR NEW YORK NY 10152 0 0 1 0 0001414394 QUADRANGLE (AIV2) CAPITAL PARTNERS II LP 375 PARK AVENUE 14TH FLOOR NEW YORK NY 10152 0 0 1 0 0001414393 QUADRANGLE (AIV2) SELECT PARTNERS II LP 375 PARK AVENUE 14TH FLOOR NEW YORK NY 10152 0 0 1 0 Common stock, par value $0.01 per share 2256600 I See footnotes The shares of common stock, par value $0.01 per share ("Common Stock"), of NTELOS Holdings Corp. (the "Issuer") reported herein are held by Quadrangle NTELOS Holdings II LP. 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 the managing members of QCP NTELOS GP LLC, which is the general partner of Quadrangle NTELOS Holdings II LP. Pursuant to a Joinder Agreement, dated as of October 1, 2007, Quadrangle NTELOS Holdings II LP became a party to the Amended and Restated Shareholders Agreement (the "Shareholders Agreement"), dated as of February 13, 2007, by and among the Issuer, Quadrangle Capital Partners LP, Quadrangle Select Partners LP, Quadrangle Capital Partners-A LP, Citigroup Venture Capital Equity Partners, L.P., CVC/SSB Employee Fund, L.P. and CVC Executive Fund LLC. The parties to the Shareholders Agreement agreed, among other things, to vote their shares of Common Stock to elect a specified number of individuals designated by certain parties to the Shareholders Agreement to the Issuer's Board of Directors. As of the date hereof, the aggregate number of shares of Common Stock that may be deemed to be beneficially owned by parties to the Shareholders Agreement is 11,306,102, or approximately 26.9% of the outstanding shares of Common Stock. Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), each of the Reporting Persons may be deemed to be the beneficial owner of the securities reported herein only to the extent of its pecuniary interest therein. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that the any of the Reporting Persons is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities reported herein in excess of such amount. /s/ Michael Huber, Managing Member 2007-10-05