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Agreement is superseded and replaced in its entirety with the following: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



 

















that are of the type contained in Article II of this Agreement until August 14, 2006 as if such
restrictions applied to the Service Area.



 



2.     Joinder of Nextel Partners. Pursuant to Section 2.10
of the Forbearance Agreement, Nextel Partners agrees to be bound by the Forbearance Agreement in accordance with its terms and to have the same rights and obligations under such Forbearance Agreement
as Sprint. Affiliate agrees that Nextel Partners will have the same rights and obligations as Sprint under the Forbearance Agreement and that the execution of this Amendment fully satisfies Sprint’s
obligations under Section 2.10(a) of the Forbearance Agreement.



 



3.     Full Force and Effect. Except as expressly amended by
this Amendment, the Forbearance Agreement remains in full force and effect.



 

















IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers
as of the date and year first above written.



 



SPRINT NEXTEL CORPORATION



 



 



By: /s/ Tim Kelly                                      
 



Name:  Tim Kelly



Title:    President



 



 



SPRINT SPECTURM L.P.



 



 



By: /s/ Tim Kelly                                 



Name:  Tim Kelly



Title:    President



 



 



WIRELESSCO L.P.



 



 



By: /s/ Tim Kelly                                 



Name:  Tim Kelly



Title:    President



 



 



SPRINT COMMUNICATIONS 
COMPANY L.P.



 



 



By: /s/ Tim Kelly                                 



Name:  Tim Kelly 



Title:    President



 



 



SPRINT TELEPHONY PCS, L.P.



 



By: /s/ Tim Kelly                                 



Name:  Tim Kelly 



Title:    President



 





















APC PCS, LLC



 



 



By: /s/ Tim Kelly                                 



Name:  Tim Kelly



Title:    President



 



 



PHILLIECO, L.P.



 



 



By: /s/ Tim Kelly                                 



Name:  Tim Kelly



Title:    President



 



 



SPRINT PCS LICENSE, L.L.C.



 



 



By: /s/ Tim Kelly                                 



Name:  Tim Kelly



Title:    President



 



 



NEXTEL PARTNERS, INC.



 



 



By: /s/ Tim Kelly                                 



Name:  Tim Kelly



Title:    Vice President



 



 



SHENANDOAH PERSONAL
COMMUNICATIONS COMPANY



 



 



By:  /s/ Christopher E. French            



Name:  Christopher E. French



Title:    President