Exhibit 10.1


                       AMENDMENT NO. 4 AND WAIVER NO. 1 TO

                          $325,000,000 CREDIT AGREEMENT


         AMENDMENT NO. 4 and WAIVER NO. 1, dated as of November 29, 2002 (this
"Amendment No. 4"), to the $325,000,000 Credit Agreement dated July 26, 2000, as
amended by Amendment No. 1 thereto dated as of July 23, 2001, Amendment No. 2
thereto dated as of November 14, 2001, Amendment No. 3 thereto dated as of March
6, 2002, and by the Letter Amendment thereto dated as of April 11, 2002 (as
heretofore so amended, supplemented by the Guaranty Supplements and otherwise
modified in accordance with its terms, the "Credit Agreement") among NTELOS Inc.
(formerly known as CFW Communications Company), a Virginia corporation (the
"Borrower"), the Subsidiary Guarantors party thereto, the Lender Parties party
thereto, Morgan Stanley Senior Funding, Inc., as Lead Arranger, Sole Book Runner
and Administrative Agent (the "Administrative Agent"), First Union National
Bank, as Syndication Agent, SunTrust Bank, as Documentation Agent, Morgan
Stanley & Co., Incorporated, as Collateral Agent, Bank of America, N.A., as
Managing Agent, and Branch Banking and Trust Company, as Managing Agent.

         PRELIMINARY STATEMENTS:

         (1) The Borrower is the borrower under the Loan Documents (as defined
in the Credit Agreement).

         (2) Each Subsidiary of the Borrower is a Guarantor under the Loan
Documents, including, without limitation, the Credit Agreement and the
Guaranties.

         (3) The Borrower and the Guarantors are grantors under the Collateral
Documents (as defined in the Credit Agreement), including, without limitation,
the Security Agreement dated July 26, 2000 as supplemented from time to time in
accordance with its terms.

         (4) The Borrower has asked the Lenders, and the Lenders party hereto
are willing, on the terms and conditions set forth below, to amend the Credit
Agreement, and for a limited period only, to waive compliance with certain
provisions of the Credit Agreement.

         Section 1.  Defined Terms; References. Unless otherwise specifically
defined herein, each term used herein that is defined in the Credit Agreement
has the meaning assigned to such term in the Credit Agreement.


<PAGE>

         Section 2.  Waivers. (a) Pledged Accounts. The Lenders party hereto
hereby waive compliance by the Borrower, on an interim basis until Waiver
Termination only, any Default or Event of Default that may have occurred or may
occur solely by reason of the failure of any Loan Party to deliver to the
Collateral Agent within the requisite period specified in the Loan Documents
(including without limitation failure to deliver within the period specified in
Section 5.01(j)(iv) of the Credit Agreement, but excluding for purposes of such
waiver any failure to deliver within the period specified in Section 5.01(s) of
the Credit Agreement as amended by this Amendment No. 4) an executed Pledged
Account Letter in respect of each Pledged Account (each term as defined in the
Security Agreement) set forth in Schedule A attached hereto.

         (b) Material Adverse Change and Solvency. The Lenders party hereto
hereby waive, on an interim basis until Waiver Termination only, the condition
precedent to the obligation of any Lender to make an Advance, the obligation of
the Issuing Bank to issue or renew a Letter of Credit, and the right of the
Borrower to request a Swing Line Borrowing, that the representations and
warranties contained in Section 4.01(g) and Section 4.01(o) of the Credit
Agreement be correct in all material respects on and as of the date of Borrowing
of any Advance or issuance or renewal of any Letter or Credit, as though made on
and as of such date, before and after giving effect to such Borrowing, issuance
or renewal and to the application of proceeds therefrom.

         (c) Period of Effectiveness. (i) The waivers set forth in clauses (a)
and (b) above shall be effective solely during the period commencing on the
effectiveness of this Amendment No. 4 and ending at Waiver Termination, at which
time the foregoing waivers shall terminate and be of no further force or effect.
"Waiver Termination" means the earliest to occur of:

                  (A) 12:01 A.M. (New York time) on February 1, 2003;

                  (B) the occurrence of any Default or Event of Default, other
         than as addressed herein, under the Loan Documents; or

                  (C) the commencement by any holder of Debt or any other
         Obligation of the Borrower or any of its Subsidiaries of the exercise
         of any remedy (including, without limitation, acceleration or the
         making of a demand in respect of such Debt or other Obligation or under
         any of the Guaranties or any Guaranty Supplement entered into in
         connection with any such Debt or other Obligation) or the taking of any
         other action in furtherance of collection or enforcement of any claim
         or Lien against the Borrower or any of its Subsidiaries or any of their
         respective assets.



                                       2
<PAGE>

         (d) Limited Effect. Except as provided in clauses (a) and (b) above,
this Section 2 shall not operate as a waiver of any right, remedy, power or
privilege of the Agents or the Lender Parties under the Credit Agreement or any
other Loan Document or of any other term or condition of the Credit Agreement or
any other Loan Document. Without limiting the generality of the foregoing, upon
Waiver Termination, the Agents or the Lender Parties may proceed to exercise any
and all of their respective rights and remedies, including, without limitation,
their rights and remedies in connection with any Default or Event of Default
referred to in clause (a) of this Section 2.

         Section 3.  Confirmation By Loan Parties of Obligations. The Loan
Parties acknowledge and agree that the aggregate principal amount of the Working
Capital Advances, Letter of Credit Advances, Term Advances, Swing Line Advances,
and the Available Amount under outstanding Letters of Credit through the date
hereof are as follows:


Working Capital Advances                                        $21,000,000

Letter of Credit Advances                                                $0

Tranche A Term Advances                                         $50,000,000

Tranche B Term Advances                                         $99,750,000

Tranche C Term Advances                                         $75,000,000

Swing Line Advances                                                      $0

---------------------------------------------------------------------------
Advances                                                       $245,750,000


Available Amount under outstanding Letters of Credit                     $0

The foregoing amounts do not include unpaid interest, fees, expenses and other
amounts that are chargeable or otherwise reimbursable under the Loan Documents.
Each Loan Party agrees and acknowledges that it has no right of offset, defense
or counterclaim with respect to any of the foregoing obligations.

         Section 4.  Limitation on New Extensions of Credits. The Borrower and
the Lenders party hereto hereby agree that notwithstanding any provision to the
contrary in the Credit Agreement, (a) at all times on and after the date hereof
through January 31, 2003, the sum of the Working Capital Advances, the Swing
Line Advances, and the aggregate Available Amount under outstanding Letters of
Credit shall not exceed $36,000,000 (the "Maximum Amount"), (b) at all times on
and after December 1, 2002, the sum during any week of all Working Capital
Advances and all Swing Line Advances made during such week and the aggregate
Available Amount under outstanding Letters of Credit issued or renewed during
such week shall not exceed $2,500,000 (the "Weekly Limit"), and (c) the Borrower
shall not deliver, and the Lender Parties shall not honor, any Notice of


                                       3
<PAGE>

Borrowing, Notice of Issuance, Notice of Renewal or other document the honoring
of which would result in the sum of the Working Capital Advances, the Swing Line
Advances, and the aggregate Available Amount under outstanding Letters of Credit
exceeding the Maximum Amount at any time hereafter through January 31, 2003, or
result on and after December 1, 2002 in the sum during any week of all Working
Capital Advances and Swing Line Advances made during such week and the aggregate
Available Amount under outstanding Letters of Credit issued or renewed during
such week exceeding the Weekly Limit; provided that the Maximum Amount may be
increased at any time at the sole discretion of, and upon receipt by the
Administrative Agent of the written consent of, the Required Lenders; provided
further that any increase in the Maximum Amount shall not increase the
Commitments of any Lender under any Facility unless such Lender shall have
consented thereto in accordance with Section 9.01 of the Credit Agreement.

         Section 5.  Eurodollar Rate Advances. Section 2.09 of the Credit
Agreement is amended by inserting after the end of paragraph (e) thereof the
following phrase:

                   "(f) Notwithstanding any provision herein to the contrary,
         during the period beginning on the Amendment No. 4 Effective Date
         through and including January 31, 2003, the Borrower shall not request,
         and the Lenders shall not honor, any Eurodollar Rate Borrowing having
         an Interest Period longer than one (1) month."

         Section 6.  Deferred Amendment Fee. The Borrower shall pay to the
Administrative Agent ratably for the account of each Lender who shall have
delivered to the Administrative Agent on or prior to November 29, 2002 a signed
counterpart of this Amendment No. 4 a fee of 0.25% of the aggregate amount of
the Commitments of all Lenders as of the Amendment No. 4 Effective Date (the
"Deferred Amendment Fee"). The Deferred Amendment Fee shall be due and payable
no later than the five (5) Business Days after earliest to occur of: (i) any
issuance after the Amendment No. 4 Effective Date by the Borrower or any of its
Subsidiaries of any Equity Interests, resulting in aggregate gross proceeds to
such Loan Party of $5,000,000 or more, (ii) any issuance or incurrence after the
Amendment No. 4 Effective Date by the Borrower or any of its Subsidiaries of any
Debt (other than the making of any Advance or the issuance or renewal of any
Letter of Credit under the Credit Agreement), resulting in aggregate gross
proceeds to such Loan Party of $5,000,000 or more, (iii) any purchase, exchange,
redemption, tender, defeasance, retirement, conversion or similar offer or
transaction (or a


                                       4
<PAGE>

series of offers or transactions) by, with or between any Person or Persons in
respect of any Equity Interests or Debt of the Company or any of its
Subsidiaries existing on the Amendment No. 4 Effective Date, if the aggregate
par value thereof, the aggregate face amount of the principal thereof, or the
aggregate price therefor paid or payable to or by such Person or Persons in
connection with such offer or transaction (or series of offers or transactions)
is $5,000,000 or more.

         Section 7.  Amendments. (a) Definitions. Section 1.01 of the Credit
Agreement is amended by:

                  (i) inserting the following definitions in the proper
         alphabetical order:

                           "13-Week Forecast" shall have the meaning given such
                  term in Section 5.03(q).

                           "Amendment No. 4 Effective Date" means the date on
                  which all of the conditions to effectiveness of Amendment No.
                  4 and Waiver No. 1 to the Credit Agreement, dated November 29,
                  2002, among the Loan Parties, the Lender Parties thereto and
                  the Administrative Agent, shall have been met pursuant to the
                  terms thereof.

                           "Measurement Period" shall have the meaning given
                  such term in Section 5.04(c).

                           "Valuation" shall have the meaning given such term in
                  Section 5.01(w).

                           "Variance Report" shall have the meaning given such
                  term in Section 5.03(q).

                  (ii) adding at the end of clause (g) of the definition of
         "Debt" the following phrase: ", but excluding in all cases the
         Borrower's Obligations to redeem the Borrower's Senior Cumulative
         Convertible Preferred Stock, Series B and the Senior Cumulative
         Convertible Preferred Stock, Series C,".

         (b) Borrowings. (i) Section 2.01(d) of the Credit Agreement is amended
by replacing the phrase "$3 million or an integral multiple of $1 million in
excess thereof" in the second sentence thereof with the phrase "$1 million or an
integral multiple of $500,000 in excess thereof".

                  (ii) Section 2.02(b) of the Credit Agreement is amended by
         replacing the phrase "is less than $3 million" in clause (i) thereof
         with the phrase "is less than $1 million".

         (c) Prepayments. Section 2.06(b) of the Credit Agreement is amended by:



                                       5
<PAGE>

                  (A) amending and restating the second sentence of clause (i),
         the second sentence of clause (ii), and the second sentence of clause
         (iii) thereof, in each case in its entirety as follows:

                                    "Each such prepayment shall be applied
                           ratably first to the Working Capital Facility as set
                           forth in clause (vi) below, until the sum of the
                           outstanding principal amount of the Working Capital
                           Advances, Letter of Credit Advances and Swing Line
                           Advances and the aggregate Available Amount under
                           outstanding Letters of Credit has, after giving
                           effect to such prepayment, been reduced to
                           $21,000,000; second to each of the Term Facilities on
                           a pro rata basis and to the installments thereof pro
                           rata (provided that any such prepayments of the
                           Tranche A Term Facility shall be as set forth in
                           clause (ix) below); and third to the Working Capital
                           Facility as set forth in clause (vi) below; provided,
                           however, that any such Tranche B Term Lender or
                           Tranche C Term Lender, as the case may be, may, to
                           the extent that there are Tranche A Term Advances
                           outstanding and unused Tranche A Term Commitments
                           elect to refuse such prepayment and such prepayment
                           shall be applied to the Tranche A Term Facility as
                           set forth above."

                  (B) amending and restating the second sentence of clause (vii)
         there of to read in its entirety as follows:

                                    "Each such prepayment shall be applied
                           ratably first to the Working Capital Facility as set
                           forth in clause (vi) above, until the sum of the
                           outstanding principal amount of the Working Capital
                           Advances, Letter of Credit Advances and Swing Line
                           Advances and the aggregate Available Amount under
                           outstanding Letters of Credit has, after giving
                           effect to such prepayment, been reduced to
                           $21,000,000; second to each of the Term Facilities on
                           a pro rata basis and to the installments thereof pro
                           rata (provided that any such prepayments of the
                           Tranche A Term Facility shall be as set forth in
                           clause (ix) below); and third to the Working Capital
                           Facility as set forth in clause (vi) above; provided,
                           however, that any such Tranche B Term Lender or
                           Tranche C Term Lender, as the case may be, may, to
                           the extent that there are Tranche A Term Advances
                           outstanding and unused Tranche A Term Commitments
                           elect to refuse such prepayment and such prepayment
                           shall be applied to the Tranche A Term Facility as
                           set forth above."



                                       6
<PAGE>

                  (C) replacing the phrase "(i), (ii), (iii) or (vi)" in clause
         (ix) thereof with the phrase "(i), (ii), (iii) or (vii)".

         (d) Conversions of Advances. Section 2.09(b) of the Credit Agreement is
amended by replacing the words "$3 million" in clause (i) thereof with the words
"$1 million".

         (e) Technical Amendment to Conditions Precedent. Section 3.02 of the
Credit Agreement is amended by:

                  (i) inserting the phrase "a Swing Line Advance made by a
         Working Capital Lender pursuant to" immediately before the words
         "Section 2.02(f)" in the first parenthetical in the first sentence
         thereof.

                  (ii) inserting the phrase "over the succeeding five (5)
         Business Days commencing on the first Business Day after the date of
         delivery of the applicable Notice of Borrowing" at the end of the
         parenthetical in subclause (iii) of clause (a) thereof.

         (f) Affirmative Covenants. Section 5.01 of the Credit Agreement is
amended by inserting the following after paragraph (r) thereof:

                  "(s) No later than December 18, 2002 with respect to Corporate
         Checking Account No. 4430000007456387 of the Borrower at SunTrust Bank,
         and no later than ten (10) Business Days after the Amendment No. 4
         Effective Date with respect to each other account of the Borrower or
         any other Grantor (as defined in the Security Agreement), (i) close,
         and cause each other Grantor to close, all such deposit accounts (as
         defined in Section 9.102 of the Uniform Commercial Code as in effect
         from time to time in the State of New York) with respect to which the
         Collateral Agent has not received, on or prior to such date, an
         executed Pledged Account Letter in form and substance satisfactory to
         the Collateral Agent and (ii) provide, and cause each other Grantor to
         provide, the Collateral Agent with written confirmation of the closure
         of any such deposit accounts. Any Grantor required to close a deposit
         account pursuant to the preceding sentence shall transfer all funds
         from such deposit account into another deposit account in the name of
         such Grantor with respect to which a Pledged Account Letter is in
         effect on such date.

                  (t) (i) No later than November 29, 2002, deliver to the
         Administrative Agent a business plan and budget of the Borrower and its
         Subsidiaries for the fiscal period from October 1, 2002 through
         December 31, 2012, and setting forth matters including but not limited
         to the matters set forth in clauses (A) through (E) below, and (ii)
         from time to time thereafter as the Administrative Agent may reasonably
         request, deliver such schedules and other written and electronic
         materials containing assumptions, calculations and other information
         used in preparing such plan and budget):



                                       7
<PAGE>

                  (A) Plans and budgets for each business segment of the
         Borrower and its Subsidiaries (including but not limited to the PCS
         business segments of Virginia - East, Virginia - West, and West
         Virginia), prepared on a quarterly basis for the fiscal period from
         October 1, 2002 through December 31, 2005, and on an annual basis
         thereafter through December 31, 2012.

                  (B) On a consolidated basis (and, to the extent available from
         the Borrower's modeling or otherwise, on a segment basis), projected
         income statements, projected profit and loss statements, projected
         balance sheets, projected capital expenditures and projected cash flow
         statements, prepared on a quarterly basis for the fiscal period from
         October 1, 2002 through December 31, 2005 (or on an annual basis for
         any period therein for which projections are not available on a
         quarterly basis), and on an annual basis thereafter through December
         31, 2012.

                  (C) All supporting schedules setting forth projections of
         sales volumes, network usage, churn, pricing for all business segments
         to the extent modeled by the Borrower in the development of its
         projections, including but not limited to supporting schedules setting
         forth projections of: wireless sales volumes, including usage (minutes
         of use) by Horizon PCS, Inc.; wireless churn; wireless pricing;
         components of cost of wireless goods sold and operating expenses;
         working capital assumptions including accounts receivable and days
         sales outstanding, accounts payable and days payable outstanding; to
         the extent available for the fiscal period from October 1, 2002 through
         December 31, 2003, employees, salaries, wages, commissions, bonuses and
         other compensation, benefits, social security and pensions costs; and
         for each fiscal period thereafter through December 31, 2012, salaries,
         wages and benefits on an aggregate basis.

                  (D) Detailed explanations of assets sales (if any) and other
         short-term cost reduction and capital expenditure reduction activities.

                  (E) Detailed analysis of actual and budgeted capital
         expenditures forecasts for the period from October 1, 2002 through
         March 31, 2003, including a listing by business segment of each
         undertaking, describing such undertaking and the status of such
         undertaking (items budgeted, items committed, etc.).



                                       8
<PAGE>

                  (u) (i) Deliver to the Administrative Agent, on a date agreed
         to by the Administrative Agent upon consultation with the Borrower, a
         detailed written proposal to modify materially the capital structure of
         the Borrower and its Subsidiaries, and (ii) update the Administrative
         Agent no less than weekly, or as otherwise agreed to by the
         Administrative Agent, of the Borrower's efforts with respect thereto,
         the Borrower having advised the Agent that through January 31, 2003,
         the Borrower shall be actively proceeding with a plan with respect to
         its future capital structure.

                  (v) No later than ten (10) Business Days after the Amendment
         No. 4 Effective Date, deliver to the Collateral Agent such fixture
         filings and/or such other instruments set forth in Section 5.01(q)(i)
         of the Credit Agreement as the Collateral Agent may reasonably request,
         covering the properties listed as "Material Properties" in the
         Borrower's annual report on Form 10-K for the fiscal year ended
         December 31, 2001, as filed with the United States Securities and
         Exchange Commission."

         (g) Reporting. Section 5.03 of the Credit Agreement is amended by:

                  (i) inserting immediately before each occurrence of the phrase
         "Consolidated and consolidating statements of income" in clause (i) of
         paragraph (p) thereof the phrase "a Consolidated statement of cash
         flows,";

                  (ii) inserting at the end thereof the following:

                  "(q) Weekly Forecasts. No later than 12:00 PM (New York City
         time) on Thursday of each week (or if such day is not a Business Day,
         the immediately succeeding Business Day), (i) the budget of the
         Borrower and its Subsidiaries for the 13 weeks beginning the next
         succeeding Monday (each, a "13-Week Forecast"), which shall set forth
         the Borrower's anticipated uses and sources of funds for such weeks and
         shall be satisfactory in form and substance to the Administrative Agent
         in the Administrative Agent's sole discretion, and (ii) a variance
         report for the preceding week (each, a "Variance Report"), which shall
         set forth the variance between the anticipated uses and sources of
         funds of the Borrower and its Subsidiaries for such week as set forth
         in its 13-Week Forecast last delivered to the Administrative Agent
         prior to such week and the actual uses and sources of funds of the
         Borrower and its Subsidiaries for such week, and shall be satisfactory
         in form and substance to the Administrative Agent in the Administrative
         Agent's sole discretion. The Borrower shall use commercially reasonable
         efforts to expend funds during each 13-week period in substantial
         conformity with the categories and amounts of expenditures reflected in
         the 13-Week Forecast previously delivered in respect of such 13-week
         period.



                                       9
<PAGE>

                  (r) Compliance Report. Simultaneously with the delivery of the
         Consolidated balance sheet of the Borrower and its Subsidiaries as of
         December 31, 2002, the Consolidated statement of cash flows, the
         Consolidated and consolidating statements of income and the
         Consolidated Capital Expenditures Report of the Borrower and its
         Subsidiaries for the month ended December 31, 2002, and the
         Consolidated statement of cash flows, the Consolidated and
         consolidating statements of income and the Consolidated Capital
         Expenditures Report of the Borrower and its Subsidiaries for the
         12-month period ended December 31, 2002 pursuant to Section 5.03(p)(i),
         and in no event later than January 31, 2003, a preliminary unaudited
         report of the Borrower demonstrating the Borrower's compliance as of
         December 31, 2002 with each covenant of the Borrower contained in
         Section 5.04(a), setting forth in reasonable detail the calculations
         thereof, together with a certificate of the Chief Financial Officer of
         the applicable Financial Covenants Parties stating that no Default or
         Event of Default has occurred and is continuing."

         (h) Variance. Section 5.04 of the Credit Agreement is amended by
inserting at the end thereof the following:

                  "(c) At any time during the 13-week period covered by the
         initial 13-Week Forecast delivered pursuant to Section 5.03(q) of the
         Credit Agreement as amended hereby, the Borrower will not permit the
         actual aggregate expenditures of the Borrower and its Subsidiaries
         during the period beginning on the initial day of the initial 13-Week
         Forecast and ending at such time (the "Measurement Period") to exceed
         by more than $5,000,000 the aggregate anticipated expenditures of the
         Borrower and its Subsidiaries during such Measurement Period as set
         forth in such initial 13-Week Forecast; provided, however, that solely
         for the purpose of calculating compliance with the foregoing covenant,
         amounts payable or paid by the Borrower or any of its Subsidiaries to
         PrimeCo Personal Communications L.P. under subleases of certain digital
         switching and network equipment shall be excluded from such aggregate
         anticipated and actual expenditures otherwise included in any 13-Week
         Forecast or in any Variance Report."

         (i) Events of Default. Section 6.01 of the Credit Agreement is amended
by:

                  (i) Inserting after the phrase "5.03" in paragraph (c) thereof
         the phrase "(other than 5.03(q) and 5.03(r))"; and

                  (ii) relettering clauses (d) through (o) thereof as clauses
         (e) through (p), respectively, and inserting immediately after clause
         (c) thereof the following:



                                       10
<PAGE>

                           "(d) the Borrower shall fail to observe or perform
                  the covenant contained in Section 5.01(s), (t), (u), or (v),
                  or 5.03(q) or (r) hereof and such default shall continue
                  unremedied for more than one (1) Business Day; or".

         Section 8.  General Release. In consideration of, among other things,
the waivers provided for herein, each Loan Party, on behalf of itself and its
Subsidiaries and its and their successors and assigns (collectively,
"Releasors"), hereby forever waives, releases and discharges to the fullest
extent permitted by law any and all claims (including, without limitation,
defenses, crossclaims, counterclaims, rights of set-off and recoupment), causes
of action, demands, suits costs, expenses and damages (collectively, the
"Claims"), that any Releasor now has or hereafter may have, of whatsoever nature
and kind, whether known or unknown, whether now existing or hereafter arising,
whether arising at law or in equity, against any or all of the Administrative
Agent and any Lender Party and their respective affiliates, shareholders and
"controlling persons" (within the meaning of the federal securities laws), and
their respective successors and assigns and each and all of the officers,
directors, employees, agents, attorneys and other representatives of each of the
foregoing (collectively, the "Releasees"), based in whole or in part on facts,
whether or not now known, existing on or before the execution of this Amendment
No. 4. Acceptance by the Borrower of the consideration provided for herein and
the terms hereof shall constitute a ratification, adoption and confirmation by
Releasors of the foregoing general release of all Claims against any Releasee
which are based in whole or in part on facts, whether or not now known or
unknown, existing on or prior to the date hereof. In entering into this
Amendment No. 4, each Loan Party has consulted with and been represented by
counsel and expressly disclaims any reliance on any representations, acts or
omissions by any of the Releasees and hereby agrees and acknowledges that the
validity and effectiveness of the release set forth above do not depend in any
way on any such representations, acts and/or omissions or the accuracy,
completeness or validity thereof. The provisions of this Section shall be
immediately effective upon execution of this Amendment No. 4 and shall survive
the termination of the Credit Agreement and the other Loan Documents and payment
in full of all amounts owing thereunder.

         Section 9.  Representations Correct; No Default. The Borrower
represents and warrants that on and as of the date hereof (i) the
representations and warranties contained in the Credit Agreement (other than the
representations and warranties set forth in Section 4.01(g) and Section 4.01(o))
are true as though made on and as of the date hereof (except to the extent a
representation or warranty references a specific date, in which case, such
representation or warranty is true as of such date) and (ii) no Default or Event
of Default has occurred and is continuing.

         Section 10.  Governing Law. This Amendment No. 4 shall be governed by
and construed in accordance with the laws of the State of New York.



                                       11
<PAGE>

         Section 11.  Counterparts. This Amendment No. 4 may be signed in any
number of counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument.

         Section 12.  Effectiveness. This Amendment No. 4 (other than Section
7(c) hereof) shall become effective (and shall be binding on all Lender Parties
and each Loan Party) as of the date hereof when:

                  (i) the Administrative Agent shall have received from each of
         the Borrower and the Required Lenders a counterpart hereof signed by
         such party or facsimile or other written confirmation (in form
         satisfactory to the Administrative Agent) that such party has signed a
         counterpart hereof;

                  (ii) all invoices previously delivered to the Borrower by the
         Administrative Agent, Davis Polk & Wardwell (including the retainer fee
         set forth in such invoice delivered by Davis Polk & Wardwell), FTI
         Consulting, Inc. and Shearman & Sterling;

                  (iii) the Administrative Agent shall have received from the
         Borrower the initial 13-Week Forecast pursuant to Section 5.03(q) of
         the Credit Agreement, as amended hereby, for the 13-week period
         beginning on the date hereof, or if such day is not a Monday, the
         period beginning on the Monday immediately following the date hereof;
         and

                  (iv) the Administrative Agent shall have received from each
         Grantor (as defined in the Security Agreement) a signed counterpart of
         the Consent attached hereto as Exhibit I;

provided, however, that the provisions of Section 7(c) hereof shall become
effective and binding on all Lender Parties and on each Loan Party only upon
satisfaction of each of the foregoing conditions precedent, and the receipt by
the Administrative Agent of a counterpart hereof signed by each Lender or
facsimile or other written confirmation (in form satisfactory to the
Administrative Agent) that such parties have signed a counterpart hereof.





                            [Signature Pages Follow]

                                       12
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 4
to be duly executed as of the date first above written.

                                   NTELOS INC., as Borrower

                                   By:
                                        ----------------------------------------
                                        Name:
                                        Title:


                                   MORGAN STANLEY SENIOR FUNDING, INC., as
                                        Administrative Agent and as a Lender

                                   By:
                                        ----------------------------------------



                                   LENDERS:


                                   By:
                                        ----------------------------------------







                                       13