REGISTRATION RIGHTS AGREEMENT



 Exhibit 10.15 
  

  
 REGISTRATION RIGHTS AGREEMENT 
  
 Dated as of
October 17, 2005 
  
 by and among 
  
 NTELOS HOLDINGS CORP. 
  
 and 
  
 BEAR, STEARNS & CO. INC., 
  
 LEHMAN BROTHERS INC. 
  
 and 
  
 UBS SECURITIES LLC 
  








 This Registration Rights Agreement (this “Agreement”) is made and entered into as
of October 17, 2005, by and among NTELOS Holdings Corp., a Delaware corporation (the “Company”), and Bear, Stearns & Co. Inc., Lehman Brothers Inc. and UBS Securities LLC (each, an “Initial
Purchaser” and, collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s Floating Rate Senior Notes due 2013 (the “Initial Notes”) pursuant to the
Purchase Agreement (as defined below). 
  
 This Agreement is made
pursuant to the Purchase Agreement, dated October 12, 2005 (the “Purchase Agreement”), by and among the Company and the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Initial Notes, the
Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 10 of the Purchase Agreement.
Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture, dated as of October 12, 2005 (the “Indenture”), between the Company and Wells Fargo Bank, N.A., as
Trustee, relating to the Initial Notes, the Exchange Notes (as defined below) and the PIK Notes (as defined below). 
  
 The parties hereby agree as follows: 
  

	SECTION 1.	DEFINITIONS 

  
 As used in this Agreement, the following capitalized terms shall have the following meanings: 
  
 Act: The Securities Act of 1933, as amended. 
  
 Affiliate: As defined in Rule 144. 
  
 Broker-Dealer: Any broker or dealer registered under the
Exchange Act. 
  
 Business Day: Any day other than a
Saturday, a Sunday or a day on which banking institutions in the City of New York are authorized by law, regulation or executive order to remain closed. 
  
 Closing Date: The date hereof. 
  
 Commission: The Securities and Exchange Commission. 
  

Consummate: An Exchange Offer shall be deemed “Consummated” for purposes of this Agreement upon the occurrence of (a) the
filing and effectiveness under the Act of the Exchange Offer Registration Statement relating to the Exchange Notes to be issued in the Exchange Offer, (b) the maintenance of such Exchange Offer Registration Statement continuously effective and
the keeping of the Exchange Offer open for a period not less than the period required pursuant to Section 3(b) hereof and (c) the delivery by the Company to the Registrar under the Indenture of Exchange Notes in the same aggregate
principal amount as the aggregate principal amount of Initial Notes and PIK Notes, if any, tendered by Holders thereof pursuant to the Exchange Offer. 
  
 Consummation Deadline: As defined in Section 3(b) hereof. 









 Exchange Act: The Securities Exchange Act of 1934, as amended. 
  
 Exchange Notes: The Company’s Floating Rate Senior Notes
due 2013 to be issued pursuant to the Indenture (i) in the Exchange Offer or (ii) as contemplated by Section 4 hereof. 
  
 Exchange Offer: The exchange and issuance by the Company of a principal amount of Exchange Notes (which shall be registered pursuant to the
Exchange Offer Registration Statement) equal to the outstanding principal amount of Initial Notes and PIK Notes, if any, that are tendered by such Holders in connection with such exchange and issuance. 
  
 Exchange Offer Effectiveness Deadline: As defined in
Section 3(a) hereof. 
  
 Exchange Offer Registration
Statement: The Registration Statement relating to the Exchange Offer, including the related Prospectus. 
  
 Filing Deadline: As defined in Section 3(a) hereof. 
  
 Holders: As defined in Section 2 hereof. 
  
 PIK Notes: The Company’s Floating Rate Senior Notes due 2013 issued as interest on the Initial Notes or
Exchange Notes. 
  
 Prospectus: The prospectus
included in a Registration Statement at the time such Registration Statement is declared effective, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material
incorporated by reference into such Prospectus. 
  
 Recommencement Date: As defined in Section 6(d) hereof. 
  
 Registrable Event: The effectiveness, as declared by the Commission, of any registration statement on any applicable form filed by the Company or any of its Restricted Subsidiaries with the Commission,
or any other event as a result of which the Company or any of its Restricted Subsidiaries is required to comply with the rules and regulations of the Commission. 
  
 Registration Default: As defined in Section 5 hereof. 
  
 Registration Statement: Any registration statement of the
Company relating to (a) an offering of Exchange Notes pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, in each case, (i) that is filed
pursuant to the provisions of this Agreement, (ii) including the Prospectus included therein, and (iii) including all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by
reference therein. 
  
 Rule 144: Rule 144
promulgated under the Act. 
  
 Shelf Filing
Deadline: As defined in Section 4(a) hereof. 
  

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 Shelf Registration Statement: As defined in Section 4(a) hereof. 
  
 Shelf Registration Statement Effectiveness Deadline: As defined
in Section 4(a) hereof. 
  
 Suspension Notice:
As defined in Section 6(d) hereof. 
  
 TIA: The
Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb) as in effect on the date of the Indenture. 
  
 Transfer Restricted Securities: Each Initial Note and PIK Note, if any, until the earliest to occur of (a) the date on which such
Initial Note or PIK Note has been exchanged in the Exchange Offer by a person other than a Broker-Dealer for an Exchange Note in the Exchange Offer, (b) following the exchange by a Broker-Dealer in the Exchange Offer of an Initial Note or PIK
Note for an Exchange Note, the date on which such Exchange Note is sold to a purchaser who receives from such Broker-Dealer on or prior to the date of such sale a copy of the Prospectus contained in the Exchange Offer Registration Statement,
(c) the date on which such Initial Note or PIK Note has been effectively registered under the Act and disposed of in accordance with the Shelf Registration Statement (and the purchasers thereof have been issued Exchange Notes) or (d) the
date on which such Initial Note or PIK Note is distributed to the public pursuant to Rule 144. 
  

	SECTION 2.	HOLDERS 

  
 A person is deemed to be a holder of Transfer Restricted Securities (each, a “Holder”) whenever such person owns Transfer
Restricted Securities. 
  

	SECTION 3.	REGISTERED EXCHANGE OFFER 

  
 (a) Unless the Exchange Offer shall not be permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) below
have been complied with), upon the occurrence of a Registrable Event the Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission at the earliest practicable time, but in no event later than 45 days
after the occurrence of such Registrable Event (such 45th day being the “Filing Deadline”),
(ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective at the earliest practicable date after the occurrence of a Registrable Event, but in no event later than 120 days after the
occurrence of a Registrable Event (such 120th day being the “Exchange Offer Effectiveness
Deadline”), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if
applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Notes to
be made under the blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The
Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes to be offered in exchange for the Initial Notes and PIK Notes, if any, that are Transfer Restricted Securities and (ii) resales of Exchange
Notes by Broker-Dealers that 

  

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tendered into the Exchange Offer Initial Notes or PIK Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or
other trading activities (other than Initial Notes or PIK Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. 
  
 (b) The Company shall use all of its commercially reasonable efforts to cause the Exchange Offer Registration Statement to
be effective continuously, and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no
event shall such period be less than 20 Business Days. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes shall be included in the Exchange Offer
Registration Statement. The Company shall use all of its commercially reasonable efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no
event later than 30 Business Days thereafter, or longer, if required by the federal securities laws (such 30th (or longer) day being the “Consummation Deadline”). 
  
 (c) The Company shall include a “Plan of Distribution” section in the Prospectus contained in the Exchange Offer
Registration Statement and indicate therein that any Broker-Dealer who holds Transfer Restricted Securities that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities (other than
Initial Notes or PIK Notes acquired directly from the Company or any Affiliate of the Company) may exchange such Transfer Restricted Securities pursuant to the Exchange Offer. Such “Plan of Distribution” section shall also contain all
other information with respect to such sales by such Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the
amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the Commission as a result of a change in policy, rules or regulations after the date of this Agreement. See the Shearman &
Sterling no-action letter (available July 2, 1993). 
  
 Because such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale of any Exchange Notes
received by such Broker-Dealer in the Exchange Offer, the Company shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent
necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Exchange Notes by Broker-Dealers, the Company agrees to use all of its commercially reasonable efforts to keep the Exchange
Offer Registration Statement continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(a) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the
policies, rules and regulations of the Commission as announced from time to time, for a period of one year from the date on which the Exchange Offer is Consummated or such shorter period ending on the date when all Transfer Restricted Securities
covered by such Registration Statement have been sold pursuant thereto. The Company shall provide sufficient copies of the latest version of such Prospectus to such 

  

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Broker-Dealers, promptly upon request, and in no event later than one Business Day after such request, at any time during such period. 
  

	SECTION 4.	SHELF REGISTRATION 

  
 (a) Shelf Registration. If after a Registrable Event (i) the Company is not (A) required to file the Exchange Offer Registration
Statement or (B) permitted to Consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or Commission policy (after the Company has complied with the procedures set forth in Section 6(a)(i) below) or
(ii) any Holder of Transfer Restricted Securities notifies the Company prior to 20 Business Days following Consummation of the Exchange Offer that (A) such Holder was prohibited by law or Commission policy from participating in the
Exchange Offer, (B) such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer or the PIK Notes to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is
not appropriate or available for such resales by such Holder or (C) such Holder is a Broker-Dealer and holds Initial Notes or PIK Notes acquired directly from the Company or any of its Affiliates, then the Company shall: 
  
 (x) use all commercially reasonable efforts on or prior to 30 days after the
earlier of (i) the date as of which the Company determines that the Exchange Offer Registration Statement will not be or cannot be, as the case may be, filed as a result of clause (a)(i) above and (ii) the date on which the Company
receives the notice specified in clause (a)(ii) above (such earlier date, the “Shelf Filing Deadline”), to file a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange
Offer Registration Statement (the “Shelf Registration Statement”)), relating to all Transfer Restricted Securities; and 
  
 (y) use all commercially reasonable efforts to cause such Shelf Registration Statement to become effective on or prior to 90 days after the filing of the
Shelf Registration Statement (such 90th day, the “Shelf Registration Statement Effectiveness Deadline”). 
  
 If, after the Company has filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) above, the Company is
required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i)(B) above), then the filing of the Exchange Offer Registration Statement shall be
deemed to satisfy the requirements of clause (x) above; provided that, in such event, the Company shall remain obligated to meet the Shelf Registration Statement Effectiveness Deadline. 
  
 To the extent necessary to ensure that the Shelf Registration Statement is
available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company shall use
all of its commercially reasonable efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and
(c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to
Section 6(d) hereof) following the Closing Date, or such shorter period 

  

 5 








 
as will terminate when all Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant thereto. 
  
 (b) Provision by Holders of Certain Information in Connection with the
Shelf Registration Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company
in writing, within 20 days after receipt of a request therefor, the information specified in Item 507 or 508 of Regulation S-K, as applicable, of the Act for use in connection with any Shelf Registration Statement or Prospectus or preliminary
prospectus included therein. No Holder of Transfer Restricted Securities shall be entitled to liquidated damages pursuant to Section 5 hereof unless and until such Holder shall have provided all such information. Each selling Holder agrees to
promptly furnish additional information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading. 
  

	SECTION 5.	LIQUIDATED DAMAGES 

  
 If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline or Shelf
Filing Deadline, as applicable, (ii) any of such Registration Statements is not declared effective by the Commission on or prior to the Exchange Offer Effectiveness Deadline or the Shelf Registration Statement Effectiveness Deadline, as
applicable, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but thereafter ceases to be effective or
usable for its intended purpose (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby
liquidated damages in an amount equal to $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues for the first 90-day period
immediately following the occurrence of such Registration Default. The amount of the liquidated damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent
90-day period until all Registration Defaults have been cured, up to a maximum amount of liquidated damages for all Registration Defaults of $0.50 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the
Company shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement
(and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of
(ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the
Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted
Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. 
  

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 All accrued liquidated damages shall be paid to the Holders entitled thereto, in additional notes prior
to October 15, 2009 and in cash thereafter on each Interest Payment Date (as defined in the Indenture), as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which liquidated damages are due
cease to be Transfer Restricted Securities, all obligations of the Company to pay liquidated damages with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.

  

	SECTION 6.	REGISTRATION PROCEDURES 

  
 (a) Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company shall (x) comply with all applicable provisions
of Section 6(c) below, (y) use all of its commercially reasonable efforts to effect such exchange and to permit the resale of Exchange Notes by Broker-Dealers that tendered in the Exchange Offer Initial Notes or PIK Notes that such
Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes or PIK Notes acquired directly from the Company or any of its Affiliates) being sold in accordance with the
intended method or methods of distribution thereof, and (z) comply with all of the following provisions: 
  
 (i) If, following the date hereof there has been announced a change in Commission policy with respect to exchange offers such as the
Exchange Offer, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company hereby agrees to seek a no-action letter or other favorable
decision from the Commission allowing the Company to Consummate an Exchange Offer for such Transfer Restricted Securities. The Company hereby agrees to pursue the issuance of such a decision to the Commission staff level. In connection with the
foregoing, the Company hereby agrees to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic
conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted
and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff. 
  
 (ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without
limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company (which may be contained in the letter of transmittal contemplated
by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate
in, a distribution of the Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer, each Holder using the Exchange
Offer to participate in a distribution of the Exchange Notes shall acknowledge and agree that, if the resales are of Exchange Notes obtained by such Holder in exchange for Initial 

  

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Notes or PIK Notes acquired directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of
this Agreement, rely on the position of the Commission enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the
Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the
registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder
information required by Item 507 or 508, as applicable, of Regulation S-K. 
  
 (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall provide a supplemental letter to the
Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley and Co., Inc.
(available June 5, 1991), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a
representation that the Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the Exchange Offer and that, to the best of the Company’s information and belief, each
Holder participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes received in the Exchange
Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable. 
  
 (b) Shelf Registration Statement. In connection with the Shelf Registration Statement, the Company shall: 

 
 (i) comply with all the provisions of Section 6(c)
below and use all of its commercially reasonable efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof (as indicated in the
information furnished to the Company pursuant to Section 4(b) hereof), and pursuant thereto the Company will prepare and file with the Commission a Registration Statement relating to the registration on any appropriate form under the Act, which
form shall be available for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof within the time periods and otherwise in accordance with the provisions hereof, and 
  
 (ii) issue, upon the request of any Holder or purchaser of
Initial Notes or PIK Notes covered by any Shelf Registration Statement contemplated by this Agreement, Exchange Notes having an aggregate principal amount equal to the aggregate principal amount of Initial Notes or PIK Notes sold pursuant to the
Shelf Registration Statement and surrendered to the Company for cancellation; the Company shall register Exchange 

  

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Notes on the Shelf Registration Statement for this purpose and issue the Exchange Notes to the purchaser(s) of securities subject to the Shelf Registration
Statement in the names as such purchaser(s) shall designate. 
  
 (c) General Provisions. In connection with any Registration Statement and any related Prospectus required by this Agreement, the Company shall: 
  

(i) use its commercially reasonable efforts to keep such Registration Statement continuously effective and provide all requisite
financial statements for the period specified in Section 3 or 4 hereof, as applicable. Upon the occurrence of any event that would cause any such Registration Statement or the Prospectus contained therein (A) to contain an untrue statement
of material fact or omit to state any material fact necessary to make the statements therein not misleading or (B) not to be effective and usable for resale of Transfer Restricted Securities during the period required by this Agreement, the
Company shall file promptly an appropriate amendment to such Registration Statement curing such defect, and, if Commission review is required, use all of its commercially reasonable efforts to cause such amendment to be declared effective as soon as
practicable; 
  
 (ii) prepare and file with the
Commission such amendments and post-effective amendments to the applicable Registration Statement as may be necessary to keep such Registration Statement effective for the applicable period set forth in Section 3 or 4 hereof, as the case may
be; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Act, and to comply fully with Rules 424, 430A and 462, as applicable, under the Act in a timely
manner; and comply with the provisions of the Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers
thereof set forth in such Registration Statement or supplement to the Prospectus; 
  
 (iii) advise each Holder promptly and, if requested by such Holder, confirm such advice in writing, (A) when the Prospectus or any
Prospectus supplement or post-effective amendment has been filed, and, with respect to any applicable Registration Statement or any post-effective amendment thereto, when the same has become effective, (B) of any request by the Commission for
amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration
Statement under the Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding
purposes, and (D) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto or any document incorporated by
reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement in order to make the statements therein not misleading, or that requires the making of any additions to or changes in the Prospectus
in order to make the statements therein, in the light of the circumstances under which they were made, not 

  

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misleading. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, or any state securities
commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state securities or blue sky laws, the Company shall use all of its commercially
reasonable efforts to obtain the withdrawal or lifting of such order at the earliest possible time; 
  
 (iv) subject to Section 6(c)(i), if any fact or event contemplated by Section 6(c)(iii)(D) above shall exist or have occurred,
prepare a supplement or post-effective amendment to the Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer
Restricted Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

  
 (v) furnish to each Holder in connection with
such exchange or sale, if any, before filing with the Commission, copies of any Registration Statement or any Prospectus included therein or any amendments or supplements to any such Registration Statement or Prospectus (including all documents
incorporated by reference after the initial filing of such Registration Statement), which documents will be subject to the review and comment of such Holders in connection with such sale, if any, for a period of at least five Business Days prior to
such filing, and the Company will not file any such Registration Statement or Prospectus or any amendment or supplement to any such Registration Statement or Prospectus (including all such documents incorporated by reference) to which such Holders
shall reasonably object within five Business Days after the receipt thereof. A Holder shall be deemed to have reasonably objected to such filing if such Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be
filed, contains an untrue statement of a material fact or omits to state any material fact necessary to make the statements therein not misleading or fails to comply with the applicable requirements of the Act; 
  
 (vi) promptly prior to the filing of any document that is to
be incorporated by reference into a Registration Statement or Prospectus in connection with such exchange or sale, if any, provide copies of such document to each Holder, make the Company’s representatives available for discussion of such
document and other customary due diligence matters, and include such information in such document prior to the filing thereof as such Holders may reasonably request; 
  
 (vii) make available, at reasonable times, for inspection by each Holder and any attorney or accountant
retained by such Holders, all financial and other records, pertinent corporate documents of the Company and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such Holder, attorney or
accountant in connection with such Registration Statement or any post-effective amendment thereto subsequent to the filing thereof and prior to its effectiveness; 
  

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 (viii) if requested by any Holders in connection with such exchange or sale, promptly
include in any Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Holders may reasonably request to have included therein related to the terms of the sale of the Transfer
Restricted Securities including, without limitation, information relating to the “Plan of Distribution” of the Transfer Restricted Securities, information with respect to the principal amount of Transfer Restricted Securities being sold,
the purchase price being paid therefor and any other terms of the offering of the Transfer Restricted Securities to be sold in such offering; and make all required filings of such Prospectus supplement or post-effective amendment as soon as
practicable after the Company is notified of the matters to be included in such Prospectus supplement or post-effective amendment; 
  
 (ix) furnish to each Holder in connection with such exchange or sale, without charge, at least one copy of the Registration Statement, as
first filed with the Commission, and of each amendment thereto, including financial statements and schedules, all documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference); 
  
 (x) deliver to each Holder without charge, as many copies of
the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such persons reasonably may request; the Company hereby consents to the use (in accordance with law) of the Prospectus and any amendment or supplement
thereto by each selling Holder in connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto; 
  
 (xi) upon the request of any Holder, enter into such agreements (including underwriting agreements) and make
such representations and warranties and take all such other actions in connection therewith in order to expedite or facilitate the disposition of the Transfer Restricted Securities pursuant to any applicable Registration Statement contemplated by
this Agreement as may be reasonably requested by any Holder in connection with any sale or resale pursuant to any applicable Registration Statement, in each case, as are customarily entered into, made or taken in offerings of debt securities similar
to the Transfer Restricted Securities. In such connection the Company shall: 
  
 (A) upon request of any Holder, furnish (or in the case of paragraphs (2) and (3), use all of its commercially reasonable efforts to cause to be furnished) to each Holder, upon Consummation of the Exchange Offer
or upon the effectiveness of the Shelf Registration Statement, as the case may be: 
  
 (1) a certificate, dated such date, signed on behalf of the Company by (x) the President or any Vice President and (y) a
principal financial or accounting officer of the Company, confirming, as of the date thereof, the matters set forth in Sections 10(a), (b), (c), (d) and (e) of the Purchase Agreement and such other similar matters as such Holders may
reasonably request; 
  

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 (2) an opinion, dated the date of Consummation of the Exchange Offer or the date of
effectiveness of the Shelf Registration Statement, as the case may be, of counsel for the Company covering matters similar to those set forth in paragraph (g) of Section 10 of the Purchase Agreement and such other matter as such Holder may
reasonably request, and in any event including a statement to the effect that such counsel has participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants for the Company
and have considered the matters required to be stated therein and the statements contained therein, although such counsel has not independently verified the accuracy, completeness or fairness of such statements; and that such counsel advises that,
on the basis of the foregoing, no facts came to such counsel’s attention that caused such counsel to believe that the applicable Registration Statement, at the time such Registration Statement or any post-effective amendment thereto became
effective and, in the case of the Exchange Offer Registration Statement, as of the date of Consummation of the Exchange Offer, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, or that the Prospectus contained in such Registration Statement as of its date and, in the case of the opinion dated the date of Consummation of the Exchange Offer, as of the date of
Consummation, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Without limiting the
foregoing, such counsel may state further that such counsel assumes no responsibility for, and has not independently verified, the accuracy, completeness or fairness of the financial statements, notes and schedules and other financial data included
in any Registration Statement contemplated by this Agreement or the related Prospectus; and 
  
 (3) a customary comfort letter, dated the date of Consummation of the Exchange Offer, or as of the date of effectiveness of the Shelf
Registration Statement, as the case may be, from the Company’s independent accountants, in the customary form and covering matters of the type customarily covered in comfort letters to underwriters in connection with underwritten offerings, and
affirming the matters set forth in the comfort letters delivered pursuant to Section 10(i) of the Purchase Agreement; and 
  
 (B) deliver such other documents and certificates as may be reasonably requested by the selling Holders to evidence compliance with the
matters covered in clause (A) above and with any customary conditions contained in the any agreement entered into by the Company pursuant to this clause; 
  

 12 








 (xii) prior to any public offering of Transfer Restricted Securities, cooperate with the
selling Holders and their counsel in connection with the registration and qualification of the Transfer Restricted Securities under the securities or blue sky laws of such jurisdictions as the selling Holders may request and do any and all other
acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the applicable Registration Statement; provided, however, that the Company shall not be required to
register or qualify as a foreign corporation where it is not now so qualified or to take any action that would subject it to the service of process in suits or to taxation, other than as to matters and transactions relating to the Registration
Statement, in any jurisdiction where it is not now so subject; 
  
 (xiii) in connection with any sale of Transfer Restricted Securities that will result in such securities no longer being Transfer Restricted Securities, cooperate with the Holders to facilitate the timely preparation
and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends; and to register such Transfer Restricted Securities in such denominations and such names as the selling Holders may request
at least two Business Days prior to such sale of Transfer Restricted Securities; 
  
 (xiv) use all of its commercially reasonable efforts to cause the disposition of the Transfer Restricted Securities covered by the
Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof to consummate the disposition of such Transfer Restricted Securities, subject to
the proviso contained in clause (xii) above; 
  
 (xv) provide a CUSIP number for all Transfer Restricted Securities not later than the effective date of a Registration Statement covering such Transfer Restricted Securities and provide the Trustee under the Indenture with printed
certificates for the Transfer Restricted Securities which are in a form eligible for deposit with the Depository Trust Company; 
  
 (xvi) otherwise use all of its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and
make generally available to its security holders with regard to any applicable Registration Statement, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 under the Act (which need not be audited) covering
a twelve-month period beginning after the effective date of the Registration Statement (as such term is defined in paragraph (c) of Rule 158 under the Act); 
  
 (xvii) cause the Indenture to be qualified under the TIA not later than the effective date of the first
Registration Statement required by this Agreement and, in connection therewith, cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be required for such Indenture to be so qualified in accordance with the terms
of the TIA; and execute and use all of its commercially reasonable efforts to cause the Trustee to execute, all documents that may be required to effect such changes 

  

 13 








 
and all other forms and documents required to be filed with the Commission to enable such Indenture to be so qualified in a timely manner; and 
  
 (xviii) if not otherwise available on the EDGAR system,
provide promptly to each Holder, upon request, each document filed with the Commission pursuant to the requirements of Section 13 or Section 15(d) of the Exchange Act. 
  
 (d) Restrictions on Holders. Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt
of the notice referred to in Section 6(c)(iii)(C) or any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof (in each case, a “Suspension Notice”), such Holder
will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv)
hereof, or (ii) such Holder is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each
case, the “Recommencement Date”). Each Holder receiving a Suspension Notice hereby agrees that it will either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder’s possession which
have been replaced by the Company with more recently dated Prospectuses or (ii) deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in such Holder’s possession of the Prospectus
covering such Transfer Restricted Securities that was current at the time of receipt of the Suspension Notice. The time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall
be extended by a number of days equal to the number of days in the period from and including the date of delivery of the Suspension Notice to the Recommencement Date; provided, however, no such extension shall be taken into account in determining
whether liquidated damages are due pursuant to Section 5 hereof or the amount of such liquidated damages. 
  

	SECTION 7.	REGISTRATION EXPENSES 

  
 (a) All expenses incident to the Company’s performance of or compliance with this Agreement will be borne by the Company, regardless of whether a
Registration Statement becomes effective, including without limitation: (i) all registration and filing fees and expenses; (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities laws (including
the reasonable and documented fees and disbursements of counsel for the Holders of Transfer Restricted Securities, as provided in clause (b) below, in connection with the Blue Sky qualification of any of the Transfer Restricted Securities);
(iii) all expenses of printing (including printing certificates for the Exchange Notes to be issued in the Exchange Offer and printing of Prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of
counsel for the Company and, as provided in clause (b) below, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Notes on a national securities exchange or automated
quotation system pursuant to the requirements hereof; and (vi) all fees and disbursements of independent certified public accountants of the Company (including the expenses of any special audit letters required by or incident to such
performance); provided, however, that the Company shall not be responsible for broker’s or underwriters’ discounts and commissions, any transfer taxes or fees relating to the sale or disposition of Transfer Restricted Securities by Holders
or the fees and disbursements of 

  

 14 








 
any counsel or other experts or advisors retained by any Holder, other than the counsel specifically referred to in clause (b) below. 
  
 The Company will, in any event, bear its internal expenses (including,
without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any person, including special experts, retained by the Company.

  
 (b) In connection with any Registration Statement required by
this Agreement (including, without limitation, the Exchange Offer Registration Statement and the Shelf Registration Statement), the Company will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities who are tendering
Initial Notes or PIK Notes into in the Exchange Offer and/or selling or reselling Initial Notes, PIK Notes or Exchange Notes pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or the Shelf
Registration Statement, as applicable, for the reasonable and documented fees and disbursements of not more than one counsel, who shall be Latham & Watkins LLP, unless another firm shall be chosen by the Holders of a majority in principal
amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared. 
  

	SECTION 8.	INDEMNIFICATION 

  
 (a) The Company agrees to indemnify and hold harmless each Holder, its directors, officers and each person, if any, who controls such Holder (within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act), from and against any and all losses, claims, damages, liabilities, judgments, and expenses (including without limitation, reasonable and documented legal or other
expenses incurred in connection with investigating, preparing or defending any matter, including any action that could give rise to any such losses, claims, damages, liabilities or judgments) caused by any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement, preliminary prospectus or Prospectus (or any amendment or supplement thereto) provided by the Company to any Holder or any prospective purchaser of Exchange Notes or registered
Initial Notes or PIK Notes, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Company shall not
be liable to any such person in any such case to the extent that any such losses, claims, damages, liabilities or judgments are caused by an untrue statement or omission or alleged untrue statement or omission that is based upon information relating
to any of the Holders furnished in writing to the Company by any of the Holders; and provided further that, with respect to any such untrue statement or omission made in the preliminary prospectus, the foregoing indemnity shall not inure to
the benefit of the Holder from whom the person asserting such loss, claim, damage, liability or action purchased the Transfer Restricted Securities to the extent that such sale was a sale by the Holder and any such loss, claim, damage, liability or
action is a result of the fact that (i) a copy of the Prospectus (or any amendment or supplement thereto) was not sent or given to such person at or prior to the written confirmation of the sale of such Transfer Restricted Securities to such
person and (ii) the untrue statement or omission in the preliminary prospectus was corrected in the Prospectus (or any amendment or supplement thereto)[, unless such failure to deliver the Prospectus (or any amendment or supplement thereto) was
a result of noncompliance by the Company] . 
  

 15 








 (b) Each Holder of Transfer Restricted Securities agrees, severally and not jointly, to indemnify and
hold harmless the Company and its directors and officers, and each person, if any, who controls (within the meaning of Section 15 of the Act or Section 20 of the Exchange Act) the Company to the same extent as the foregoing indemnity from
the Company set forth in clause (a) above, but only with reference to information relating to such Holder furnished in writing to the Company by such Holder expressly for use in any Registration Statement, preliminary prospectus or Prospectus
(or any amendment or supplement thereto). In no event shall any Holder, its directors, officers or any person who controls such Holder be liable or responsible for any amount in excess of the amount by which the total amount received by such Holder
with respect to its sale of Transfer Restricted Securities pursuant to a Registration Statement exceeds (i) the amount paid by such Holder for such Transfer Restricted Securities and (ii) the amount of any damages that such Holder, its
directors, officers or any person who controls such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. 
  
 (c) In case any action shall be commenced involving any person in respect of which indemnity may be sought pursuant to
Section 8(a) or 8(b) (the “indemnified party”), the indemnified party shall promptly notify the person against whom such indemnity may be sought (the “indemnifying person”) in writing and the
indemnifying party shall assume the defense of such action, including the employment of counsel reasonably satisfactory to the indemnified party and the payment of all reasonable and documented fees and expenses of such counsel, as incurred (except
that in the case of any action in respect of which indemnity may be sought pursuant to both Sections 8(a) and 8(b), a Holder shall not be required to assume the defense of such action pursuant to this Section 8(c), but may employ separate
counsel and participate in the defense thereof, but the fees and expenses of such counsel, except as provided below, shall be at the expense of the Holder). Any indemnified party shall have the right to employ separate counsel in any such action and
participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the indemnified party unless (i) the employment of such counsel shall have been specifically authorized in writing by the indemnifying
party, (ii) the indemnifying party shall have failed to assume the defense of such action or employ counsel reasonably satisfactory to the indemnified party within a reasonable amount of time after notice of commencement of the action, or
(iii) the named parties to any such action (including any impleaded parties) include both the indemnified party and the indemnifying party, and the indemnified party shall have been advised by such counsel that there may be one or more legal
defenses available to it which are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action on behalf of the indemnified party). In
any such case, the indemnifying party shall not, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees
and expenses of more than one separate firm of attorneys (in addition to any local counsel) for all indemnified parties and all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by a majority
of the Holders, in the case of the parties indemnified pursuant to Section 8(a), and by the Company, in the case of parties indemnified pursuant to Section 8(b). The indemnifying party shall indemnify and hold harmless the indemnified
party from and against any and all losses, claims, damages, liabilities and judgments by reason of any settlement of any action (i) effected with its written consent or (ii) effected without its written consent if the settlement is entered
into more than twenty 

  

 16 








 
Business Days after the indemnifying party shall have received a request from the indemnified party for reimbursement for the fees and expenses of counsel
(in any case where such fees and expenses are at the expense of the indemnifying party) and, on or prior to the date of such settlement, the indemnifying party shall have failed to comply with such reimbursement request. No indemnifying party shall,
without the prior written consent of the indemnified party, effect any settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened action in respect of which the indemnified party is or could have been
a party and indemnity or contribution may be or could have been sought hereunder by the indemnified party, unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability on
claims that are or could have been the subject matter of such action and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of the indemnified party. 
  
 (d) To the extent that the indemnification provided for in this
Section 8 is unavailable to an indemnified party in respect of any losses, claims, damages, liabilities or judgments referred to therein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the
amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or judgments (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and the
Holders, on the other hand, from their sale of Transfer Restricted Securities or (ii) if the allocation provided by clause 8(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause 8(d)(i) above but also the relative fault of the Company, on the one hand, and of the Holder, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages,
liabilities or judgments, as well as any other relevant equitable considerations. The relative fault of the Company, on the one hand, and of the Holder, on the other hand, shall be determined by reference to, among other things, whether the untrue
or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company, on the one hand, or by the Holder, on the other hand, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and judgments referred to above shall be deemed to
include, subject to the limitations set forth in the second paragraph of Section 8(a), any legal or other fees or expenses reasonably incurred and documented by such party in connection with investigating or defending any action or claim.

  
 The Company and each Holder agree that it would not be just
and equitable if contribution pursuant to this Section 8(d) were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or judgments referred to in the immediately preceding paragraph
shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred and documented by such indemnified party in connection with investigating or defending any matter, including any action that
could have given rise to such losses, claims, damages, liabilities or judgments. Notwithstanding the provisions of this Section 8, no Holder, its directors, its officers or any person, if any, who controls such Holder shall be required to
contribute, in the aggregate, any amount in excess of the amount by which the total received by 

  

 17 








 
such Holder with respect to the sale of Transfer Restricted Securities pursuant to a Registration Statement exceeds (i) the amount paid by such Holder
for such Transfer Restricted Securities and (ii) the amount of any damages which such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this
Section 8(d) are several in proportion to the respective principal amount of Transfer Restricted Securities held by each Holder hereunder and not joint. 
  

	SECTION 9.	RULE 144A AND RULE 144 

  
 The Company agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company
(i) is not subject to Section 13 or 15(d) of the Exchange Act, to make available, upon request of any Holder, to such Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective
purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A
under the Act, and (ii) is subject to Section 13 or 15(d) of the Exchange Act, to make all filings required thereby in a timely manner in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144. 
  

	SECTION 10.	MISCELLANEOUS 

  
 (a) Remedies. The Company acknowledges and agrees that any failure by the Company to comply with its obligations under Sections 3 and 4 hereof may
result in material irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the
Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Company’s obligations under Sections 3 and 4 hereof. The Company further agrees to waive the defense in any action for specific performance
that a remedy at law would be adequate. Notwithstanding the foregoing, the remedies set forth in Section 5 shall be the exclusive remedies available to the Initial Purchasers or any Holder with respect to any Registration Default. 

 
 (b) No Inconsistent Agreements. The Company will not, on or after
the date of this Agreement, enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. The Company has not previously
entered into, or is currently party to, any agreement granting any registration rights with respect to its securities to any person that would require such securities to be included in any Registration Statement filed hereunder. The rights granted
to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company’s securities under any agreement in effect on the date hereof. 
  

 18 








 (c) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or
supplemented, and waivers or consents to or departures from the provisions hereof may not be given unless (i) in the case of Section 5 hereof and this Section 10(c)(i), the Company has obtained the written consent of Holders of all
outstanding Transfer Restricted Securities and (ii) in the case of all other provisions hereof, the Company has obtained the written consent of Holders of a majority of the outstanding principal amount of Transfer Restricted Securities
(excluding Transfer Restricted Securities held by the Company or its Affiliates). Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively to the rights of Holders whose Transfer Restricted
Securities are being tendered pursuant to the Exchange Offer, and that does not affect directly or indirectly the rights of other Holders whose Transfer Restricted Securities are not being tendered pursuant to such Exchange Offer, may be given by
the Holders of a majority of the outstanding principal amount of Transfer Restricted Securities subject to such Exchange Offer. 
  
 (d) Third Party Beneficiary. The Holders shall be third party beneficiaries to the agreements made hereunder between the Company, on the one hand,
and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent they may deem such enforcement necessary or advisable to protect its rights or the rights of Holders hereunder. 
  
 (e) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt requested), telecopier or air courier guaranteeing overnight delivery: 
  
 (i) if to a Holder, at the address set forth on the records
of the Registrar under the Indenture, with a copy to the Registrar under the Indenture; and 
  
 (ii) if to the Company: 
  
 NTELOS Holdings Corp. 
 401 Spring Lane,
Suite 300 
 Waynesboro, VA 22980 
 Telecopier No.: (540) 946-3500 
 Attention: Michael B. Moneymaker 
  
 With a copy to: 
  
 Hunton & Williams LLP 
 Bank of America Plaza, Suite 4100 
 600
Peachtree Street, NE, 42nd Floor 
 Atlanta, GA 30308 
 Telecopier No.: (404) 888-4000 
 Attention: David M. Carter, Esq. 
  
 All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days
after being deposited in the 

  

 19 








 
mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied; and on the next Business Day, if timely delivered to an air courier guaranteeing
overnight delivery. 
  
 Copies of all such notices, demands or
other communications shall be concurrently delivered by the person giving the same to the Trustee at the address specified in the Indenture. 
  
 (f) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties,
including without limitation and without the need for an express assignment, subsequent Holders; provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Transfer Restricted Securities in
violation of the terms hereof or of the Purchase Agreement or the Indenture. If any transferee of any Holder shall acquire Transfer Restricted Securities in any manner, whether by operation of law or otherwise, such Transfer Restricted Securities
shall be held subject to all of the terms of this Agreement, and by taking and holding such Transfer Restricted Securities such person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this
Agreement, including the restrictions on resale set forth in this Agreement and, if applicable, the Purchase Agreement, and such person shall be entitled to receive the benefits hereof. 
  
 (g) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 
  
 (h) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

  
 (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATION LAW BUT EXCLUDING ALL OTHER CHOICE OF LAW AND CONFLICT OF LAW RULES). 
  
 (j) Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein
shall not be affected or impaired thereby. 
  
 (k) Entire
Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter
contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted with respect to the Transfer Restricted Securities. This Agreement
supersedes all prior agreements and understandings between the parties with respect to such subject matter. 
  
 (Signature Pages Follow) 
  

 20 








 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

  

			
	 NTELOS HOLDINGS CORP.

		
	 By:
	 	/s/ James S. Quarforth
	 Name:
	 	James S. Quarforth
	 Title:
	 	Chief Executive Officer


  

			
	 BEAR, STEARNS & CO. INC.

		
	 By:
	 	/s/ H.C. Charles Diao
	 Name:
	 	H.C. Charles Diao
	 Title:
	 	Senior Managing Director
	
	 LEHMAN BROTHERS INC.

		
	 By:
	 	/s/ Peter Toal
	 Name:
	 	Peter Toal
	 Title:
	 	Managing Director
	
	 UBS SECURITIES LLC

		
	 By:
	 	/s/ Jeffrey Gelles
	 Name:
	 	Jeffrey Gelles
	 Title:
	 	Managing Director
		
	 By:
	 	/s/ Jonathan Herbst
	 Name:
	 	Jonathan Herbst
	 Title:
	 	Executive Director