1328571--3/13/2007--NTELOS_HOLDINGS

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Risks Relating to Our Business The telecommunications industry is generally characterized by rapid development, introduction of new technologies, substantial regulatory changes and intense competition, any of which could cause us to suffer price reductions, customer losses, reduced operating margins and/or loss of market share. Our leverage could adversely affect our financial health. The NTELOS Inc. senior secured credit facility imposes operating and financial restrictions, which may prevent us from capitalizing on business opportunities and taking some corporate actions. We will require a significant amount of cash, which may not be available to us, to service our debt and fund our other liquidity needs. We face substantial competition in the wireless telecommunications industry generally from competitors with substantially greater resources than we have that may be able to offer new technologies, services covering a broader geographical area and lower prices, which could decrease our profitability and cause prices for our services to continue to decline in the future. Over the last three years, the per-minute rate for wireless services has declined. Competition and market saturation may cause the prices for wireless products and services to continue to decline in the future. As per-minute rates continue to decline, our revenues and cash flows may be adversely impacted. If we experience a high rate of wireless customer turnover or seek to prevent significant customer turnover, our revenues could decline and our costs could increase. The loss of our largest customer, Sprint Nextel, a decrease in its usage or a demand by Sprint Nextel that we provide new products or services may result in lower revenues or higher expenses. The pricing arrangement under our Strategic Network Alliance with Sprint Nextel may fluctuate which could result in lower revenues. If Sprint Nextel does not succeed, our business may not succeed. If the roaming rates we pay for our customers usage of third-party networks increase, our operating results may decline. We may incur significantly higher wireless handset subsidy costs than we anticipate to upgrade existing subscribers. Our largest competitors and Sprint Nextel may build networks in our markets or use alternative suppliers, which may result in decreased revenues and severe price-based competition. The loss of our licenses could adversely affect our ability to provide wireless services. Our failure to comply with regulatory mandates could adversely affect our ability to provide wireless services. The licensing of additional spectrum by the FCC may adversely affect our ability to compete in providing wireless services. If we lose the right to install our equipment on wireless cell sites or are unable to renew expiring leases for wireless cell sites on favorable terms or at all, our business and operating results could be adversely impacted. We cannot predict the effect of technological changes on our business. Our rural local telephone company subsidiaries face substantial competition from competitors that are less heavily regulated than we are, which could increase our expenses or force us to lower prices, causing our revenues and operating results to decline. Our rural telephone company subsidiaries are subject to several regulatory regimes and consequently face substantial regulatory burdens and uncertainties. Regulatory developments at the FCC and the Virginia SCC could reduce revenues that our rural telephone company subsidiaries receive from network access charges. Regulatory developments at the FCC could reduce revenues that our rural telephone company subsidiaries and our wireless subsidiaries receive from the Federal Universal Service Fund. Our CLEC operations face substantial competition and uncertainty relating to its interconnection agreements with the ILEC networks covering the CLEC markets we serve. Our competitors have substantial business advantages over our CLEC operations, and we may not be able to compete successfully. We face substantial competition in our internet and data services business and face regulatory uncertainty, each of which may adversely affect our business and results of operations. We require additional capital to respond to customer demand and to competition, and if we fail to raise the capital or fail to have continued access to the capital required to build out and operate our planned networks, we may experience a material adverse effect on our business. We are subject to numerous surcharges and fees from federal, state and local governments, and the applicability and amount of these fees is subject to great uncertainty. We rely on a limited number of key suppliers and vendors for timely supply of equipment and services relating to our network infrastructure. If these suppliers or vendors experience problems or favor our competitors, we could fail to obtain sufficient quantities of the products and services we require to operate our businesses successfully. A system failure could cause delays or interruptions of service, which could cause us to lose customers. We are dependent on third-party vendors for our information and billing systems. Any significant disruption in our relationship with these vendors could increase our cost and affect our operating efficiencies. If we lose our senior management, our business may be adversely affected. Unauthorized use of, or interference with, our network could disrupt service and increase our costs. Security breaches related to our physical facilities, computer networks, and informational databases may cause harm to our business and reputation and result in a loss of customers. Our stock price has historically been volatile and may continue to be volatile. The CVC Entities and the Quadrangle Entities continue to have significant influence over our business and could delay, deter or prevent a change of control, change in management or business combination that may be beneficial to our stockholders and as a result, may depress the market price of our stock. The interests of the CVC Entities and the Quadrangle Entities may not coincide with the interests of a holder of our common stock and because such entities continue to have significant influence over our business, they could cause us to enter into transactions or agreements adverse to the interests of our other stockholders. Our stock price may decline due to the large number of shares eligible for future sale. Provisions in our charter documents and the General Corporation Law of Delaware could discourage potential acquisition proposals, could delay, deter or prevent a change in control and could limit the price certain investors might be willing to pay for our common stock. We may not be able to pay dividends on our common stock in the future. If we are not able to implement the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 in a timely manner or with adequate compliance, we may be unable to provide the required financial information in a timely and reliable manner and may be subject to sanctions by regulatory authorities. The perception of these matters could cause our share price to fall.

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1328571--3/13/2007--NTELOS_HOLDINGS_CORP