Amendment No. 4 to the Sprint/Shenandoah Forbearance Agreement

EXHIBIT 10.28

AMENDMENT NO. 4

TO

SPRINT/SHENANDOAH FORBEARANCE AGREEMENT

THIS AMENDMENT NO. 4 (this “Amendment”), dated as of July 19, 2006, to the SPRINT/SHENANDOAH FORBEARANCE AGREEMENT (the “Forbearance Agreement”), dated as of August 9, 2005, as amended, by and among SPRINT NEXTEL CORPORATION, SPRINT SPECTURM L.P., WIRELESSCO L.P., SPRINT COMMUNICATIONS COMPANY L.P., SPRINT TELEPHONY PCS, L.P., APC PCS, LLC, PHILLIECO, L.P. and SPRINT PCS LICENSE, L.L.C. (collectively, “Sprint”); NEXTEL PARTNERS, INC. (“Nextel Partners”); and SHENANDOAH PERSONAL COMMUNICATIONS COMPANY (the “Affiliate”). Capitalized terms used but not defined in this Amendment have the meanings assigned to them in the Forbearance Agreement.

RECITALS

A.     The parties have previously executed the Forbearance Agreement.

B.     On June 26, 2006, Nextel Partners became a wholly-owned indirect subsidiary of Sprint Nextel Corporation.

C.     The parties desire to add Nextel Partners as a party to the Forbearance Agreement and amend the Forbearance Agreement as set forth in this Amendment.

NOW THEREFORE, in consideration of the mutual promises contained in this Amendment, the parties agree as follows.

1.     Amendment to Term. Section 4.1 of the Forbearance Agreement is superseded and replaced in its entirety with the following:

Section 4.1 Term. Unless earlier terminated pursuant to Section 2.10(a), 2.10(d) or Section 4.2, this Agreement will terminate on the earlier of (a) August 14, 2006 and (b) the date any decision after trial is rendered by the Court of Chancery of the State of Delaware in connection with the merits of the consolidated action involving Ubiquitel Inc. and Ubiquitel Operating Company v. Sprint Corporation, Sprint Spectrum L.P., WirelessCo L.P., Sprint Communications Company L.P., Sprint Telephony PCS, L.P., Sprint PCS License, L.L.C. and Nextel Communications, Inc. (Civil Action No. 1489-N) and Horizon Personal Communications, Inc. and Bright Personal Communications Services, LLC v. Sprint Corporation, WirelessCo L.P., Sprint Spectrum L.P., SprintCom, Inc., Sprint Communications Company L.P., Nextel Communications, Inc., PhillieCo L.P. and APCS PCS LLC (Civil Action No. 1518-N) (the “Decision Date”); provided that if the Decision Date occurs prior to August 14, 2006, Sprint will comply with any restrictions contained in such judicial decision