On November 9, 2012, NTELOS Holdings Corp. (the "Company") announced that its wholly-owned subsidiary NTELOS Inc. had entered into Amendment No. 6 ("Amendment No. 6") to its Credit Agreement dated as of August 7, 2009 (the "Original Credit Agreement"), which amends and restates the Original Credit Agreement in its entirety pursuant to an Amended and Restated Credit Agreement in the form attached to Amendment No. 6 (the "Amended and Restated Credit Agreement"). Borrowings under the Amended and Restated Credit Agreement were used to refinance or roll over amounts outstanding under the Original Credit Agreement and to pay closing costs and other expenses related to the transaction, with the remaining proceeds available for working capital purposes. Aggregate borrowings outstanding under the Amended and Restated Credit Agreement are $500 million.

The Amended and Restated Credit Agreement provides for (i) a new term loan A in the aggregate amount of $150 million (the "Term Loan A"); and (ii) a new term loan B in the aggregate amount of $350 million (the "Term Loan B" and, together with the Term Loan A, the "Term Loans"). The Term Loan A matures in August 2015, with quarterly payments of approximately $0.375 million beginning December 31, 2012 and continuing through June 30, 2015, and the remainder due on August 7, 2015. The Term Loan B matures on November 9, 2019, with quarterly payments of approximately $0.875 million beginning December 31, 2012 and continuing through September 30, 2019, and the remainder due on November 9, 2019.

The Amended and Restated Credit Agreement also permits an incremental credit facility of up to $125 million (the "Incremental Credit Facility"), with up to $35 million in the form of a revolving credit facility. The ability to incur the Incremental Credit Facility is subject to various restrictions and conditions, including having a Leverage Ratio (as defined in the Amended and Restated Credit Agreement) not in excess of 4.50:1.00 at the time of incurrence (calculated on a pro forma basis).

Amendment No. 6 provides that the Term Loan A is to be issued at a 0.5% discount and bears interest at a rate equal to either 3.50% above the Eurodollar Rate (as defined in the Amended and Restated Credit Agreement) or 2.50% above the Base Rate (as defined in the Amended and Restated Credit Agreement), and the Term Loan B is to be issued at a 1.0% discount and bears interest at a rate equal to either 4.75% above the Eurodollar Rate or 3.75% above the Base Rate (as defined in the Amended and Restated Credit Agreement). The Amended and Restated Credit Agreement provides that the Eurodollar Rate shall never be less than 1.00% per annum and the Base Rate shall never be less than 2.00% per annum.

The Term Loans are secured by a first priority pledge of substantially all property and assets of NTELOS Inc. and all material subsidiaries, as guarantors. The Term Loan A provides for a maximum Leverage Ratio of 5.00:1.00. A breach by NTELOS of the maximum Leverage Ratio will not constitute an Event of Default with respect to the Term Loan B until the earlier of (x) 180 days after delivery by NTELOS of a compliance certificate showing such breach unless (A) such default has been waived by the lenders holding the Term Loan A or otherwise ceases to exist or (B) the Term Loan A has been repaid in full and (y) the date the lenders holding the Term Loan A accelerate the maturity of the Term Loan A as a result of such breach. The Amended and Restated Credit Agreement also contains customary affirmative and negative covenants which, among other things, restrict the ability of NTELOS Inc. and its guarantors to incur additional debt, grant liens, make investments, sell assets and make Restricted Payments (as defined in the Amended and Restated Credit Agreement, which include paying dividends).

Under the Amended and Restated Credit Agreement, mandatory debt prepayments of 50% of Excess Cash Flow for the most recently ended fiscal year (beginning with the fiscal year ending December 31, 2013) must be made by the 90th day of the following year, if the Leverage Ratio is above 4.50:1.00. Mandatory debt prepayments of 25% of Excess Cash Flow for a fiscal year must be made by the 90th day of the following year, if the Leverage Ratio is equal to or less than 4.50:1.00 but above 3.75:1.00. If NTELOS Inc.'s Leverage Ratio is equal to or less than 3.75:1.00 for a fiscal year, NTELOS Inc. is not required to make an Excess Cash Flow mandatory debt prepayment for that fiscal year.

The foregoing description of the Amended and Restated Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of Amendment No. 6, a copy of which is attached as Exhibit A to Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference, and to the text of the Amended and Restated Credit Agreement, a copy of which is attached as Exhibit A to Amendment No. 6.

The information set forth under Item 1.01 of this report is hereby incorporated by reference into this Item 2.03.

(d) Exhibits

Exhibit
  No.                                      Description

10.1        Amendment No. 6 to the Credit Agreement, with the Amended and Restated
            Credit Agreement, dated as of November 9, 2012, attached as Exhibit A
            thereto