Exhibit 10.18
NTELOS Holdings
Corp.
NTELOS Inc.
401 Spring Lane, Suite 300
PO Box 1990
Waynesboro, Virginia 22980
February 13, 2006
CVC Management LLC
399 Park Avenue, 14
th
Floor
New York, NY 10043
Quadrangle Advisors LLC
375 Park Avenue
New York, NY 10152
Ladies and Gentlemen:
Reference is made to (i) the
Advisory Agreement (the “ CVC Advisory Agreement
”), dated February 24, 2005, by and among NTELOS
Holdings Corp., a Delaware corporation and successor to Project
Holdings LLC (“ Holdings ”), NTELOS Inc., a
Virginia corporation and successor to Project Merger Sub Corp.
(“ NTELOS ”), and CVC Management LLC as Advisor
(“ CVC Management ”) and (ii) the Advisory
Agreement (the “ Quadrangle Advisory Agreement
”), dated February 24, 2005, by and among Holdings,
NTELOS and Quadrangle Advisors LLC as Advisor (“
Quadrangle Advisors ”). The CVC Advisory Agreement and
the Quadrangle Advisory Agreement are collectively referred to
herein as the “ Advisory Agreements .”
Capitalized terms used herein and not otherwise defined shall have
the meanings set forth in the Advisory Agreements.
This letter confirms our agreement
as follows:
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1.
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If a First
Public Offering occurs on or before February 14, 2006, then as
soon as practicable (and in any event within one business day of
the closing thereof), Holdings shall pay $6,470,500 to CVC
Management and $6,470,500 to Quadrangle Advisors (collectively, the
“ Fees ”) plus the amount, if any, of reasonable
out-of-pocket expenses incurred by either CVC Management and its
affiliates or Quadrangle Advisors and its affiliates, respectively,
in connection with the provision of services by each of them under
their respective Advisory Agreements that have been invoiced to
Holdings and not previously paid.
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2.
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Each of the
parties to the Advisory Agreements hereby agrees that the Fees set
forth in paragraph 1 above represent the Termination Fee as set
forth in Section 1(c) of
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