ASSET PURCHACE AGREEMENT

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EXHIBIT 2.1

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into

as of this 12th day of May, 2004, by and between Sprint Spectrum L.P., a

Delaware limited partnership ("Sprint"), and Horizon Personal Communications,

Inc., an Ohio corporation ("Horizon").

PREAMBLE

A. On this date, Sprint and certain of its affiliates and Horizon have

entered into a Settlement Agreement and Mutual Release (the "Release").

B. Pursuant to the Release, each party is waiving certain obligations of

the other party under the Management Agreement, dated June 8, 1998, as amended,

between Horizon, Sprint and certain of its affiliates (the "Management

Agreement") respecting the wireless telecommunications business in the

territories covered by the Network Services Agreement (the "NSA"), dated as of

August 12, 1999, between Virginia PCS Alliance, LC and West Virginia PCS, LC

(collectively, "nTelos") and Horizon (the "nTelos Service Area") will be

terminated.

C. Sprint and Horizon desire that Sprint purchase Horizon's economic

interests in the subscribers in the nTelos Service Area, as well as other

related assets, upon the terms and conditions set forth herein.

NOW, THEREFORE, for and in consideration of the mutual covenants and

promises contained herein, and other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, the parties hereto,

intending to be legally bound, hereby agree as follows:

ARTICLE I

PURCHASE AND SALE OF PURCHASED ASSETS

1.1 PURCHASED ASSETS. Subject to and upon the terms and conditions set

forth herein, Horizon agrees to sell to Sprint, and Sprint agrees to purchase

from Horizon, at the Closing (as defined below) the following assets

(collectively, the "Purchased Assets"):

(a) All of the economic and other interests and rights with respect to

the subscribers of Horizon within the nTelos Service Area as of the Closing

except for subscribers located in the Customer Service Areas listed on Schedule

1.1(a) attached hereto (collectively, the "Subscribers"), including, without

limitation, all of Horizon's rights under all outstanding subscriber contracts

(the "Subscriber Contracts") for the Subscribers;

(b) All of Horizon's interest, if any, in customer records related to

the Subscribers;

(c) Any interest of Horizon in the NPA-NXXs associated directly with

the nTelos Service Area, including, without limitation, any unused NPA-NXX

blocks;

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(d) Any security deposits made by Subscribers and held by Horizon and

any prepayments made by Subscribers and held by Horizon for services rendered or

to be rendered on or after the Effective Date;

(e) All of Horizon's rights as lessee under the lease agreements

related to Horizon's seven retail stores in the nTelos Service Area (the "Retail

Stores"), as identified on Schedule 1.1(e) attached hereto (collectively, the

"Assigned Leases");

(f) All of Horizon's right, title and interest (whether an ownership

interest, leasehold interest, as licensee or otherwise) in and to all furniture,

fixtures, equipment, furnishings and leasehold improvements located within the

Retail Stores as of the Closing, as identified on Schedule 1.1(f);

(g) All of Horizon's right, title and interest (whether an ownership

interest, leasehold interest, as licensee or otherwise) in (i) the data-related

equipment which is owned by Horizon and which resides at the nTelos switches

located in the nTelos Service Area, and (ii) the signal repeaters owned by

Horizon and which reside at certain Radio Shack locations in the nTelos Service

Area, all as identified on Schedule 1.1(g); and

(h) All handset and accessory inventory within the Retail Stores as of

the Closing (the "Inventory").

1.2 NO LIENS OR ENCUMBRANCES. Horizon agrees that the Purchased Assets will

be transferred and conveyed to Sprint at Closing free and clear of all claims,

liens, encumbrances, easements, security interests and similar interests of any

kind or nature whatsoever (collectively, "Encumbrances").

ARTICLE II

PURCHASE PRICE; ASSUMPTION OF LIABILITIES

2.1 PURCHASE PRICE. The purchase price for the Purchased Assets (the

"Purchase Price") shall be determined as follows:

The Purchase Price for all of the Purchased Assets shall be an amount

equal to (a) the product of (i) $390 and (ii) the number of Qualified

Subscribers (as determined below) as of the date of the Closing (the "Effective

Date") plus (b) the actual cost paid by Horizon for the Inventory existing as of

the Effective Date. For purposes of this Agreement, "Qualified Subscribers"

shall mean only those Subscribers who as of the Effective Date are currently

active in any Sprint wireless billing system. The number of Qualified

Subscribers as of the Effective Date shall be determined as follows: On the day

before the Closing, Sprint will provide Horizon with a written notice of the

number of Qualified Subscribers as of the most recent practicable date prior

thereto. At the Closing, Sprint will pay Horizon the Purchase Price based on

this preliminary number of Qualified Subscribers. Within thirty (30) days after

the Effective Date, representatives of Sprint and Horizon will confer to

determine the actual number of Qualified Subscribers as of the Effective Date.

If the parties are unable to agree upon a final determination of the number of

Qualified Subscribers as of the Effective Date within such thirty day period,

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either party may initiate the dispute resolution provision of Section 14.2 of

the Management Agreement. On the day before the Closing, Horizon will provide

Sprint with a written notice of the estimated Inventory as of the Closing. At

the Closing, Sprint will pay Horizon the Inventory based portion of the Purchase

Price based on this estimate of Inventory. Within thirty (30) days after the

Effective Date, representatives of Sprint and Horizon will confer to determine

the actual Inventory as of the Effective Date. If the parties are unable to

agree upon a final determination of the actual Inventory as of the Effective

Date within such thirty day period, either party may initiate the dispute

resolution provision of Section 14.2 of the Management Agreement. Upon a final

agreement of the parties or arbitration award as to the number of Qualified

Subscribers or Inventory on the Effective Date, the applicable party will make

an adjustment payment to the other party, which will reflect the difference

between (a) the preliminary number of Qualified Subscribers and the actual

number of Qualified Subscribers and (b) the estimated Inventory and the actual

Inventory. The parties agree that, from the date hereof through the Effective

Date, the parties will continue to report the number of Subscribers and

Subscriber deactivations, will conduct the Subscriber collections and

deactivation process, will conduct Subscriber sales practices, and will conduct

Subscriber credit practices, in the ordinary course of business, consistent with

past practice.

2.2 ASSUMED LIABILITIES. At the Closing, Sprint shall assume only the

following obligations and liabilities of Horizon (collectively, the "Assumed

Liabilities"):

(a) All of the executory duties and obligations to the Subscribers and

under the Subscriber Contracts arising from and after the Closing (including, if

applicable, any return of deposits made by Subscribers); and

(b) All of the executory duties and obligations of Horizon as a party

under the Assigned Leases arising from and after the Closing.

2.3 EXCLUDED LIABILITIES. Except for the Assumed Liabilities, it is

expressly understood and agreed that Sprint will not assume or have any

liability or obligation with respect to any of Horizon's other obligations,

contracts, debts and agreements (collectively, the "Excluded Liabilities"),

including but not limited to:

(a) any liability or obligation of Horizon for any Taxes of any kind

accrued during, applicable to or arising from any period (or portion of any

period) ending on or before the Effective Date;

(b) the amounts necessary to cure monetary defaults of Horizon under

the contracts contained in the Purchased Assets (collectively, the "Cure

Amounts"); or

(c) any liability or obligation of Horizon under any Environmental,

Heath and Safety Requirements arising from any period ending on or before the

Effective Date.

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ARTICLE III

CLOSING

3.1 BANKRUPTCY COURT APPROVAL. Promptly after the execution of this

Agreement, Horizon will use reasonable best efforts, and Sprint will reasonably

cooperate with Horizon, to seek entry of an order (the "Sale Order") by the

Bankruptcy Court in the Chapter 11 proceeding filed by Horizon and its

affiliates on August 15, 2003 in the United States Bankruptcy Court for the

Southern District of Ohio (the "Chapter 11 Case") approving (a) the sale of the

Purchased Assets, on the terms set forth in this Agreement, in accordance with

11 U.S.C. 363, which Sale Order shall include a finding that Sprint is a good

faith purchaser pursuant to 11 U.S.C. 363(m) and shall provide for the sale of

the Purchased Assets free and clear of any Encumbrances to the extent permitted

by law; (b) the assumption and assignment of the Assigned Leases effective as of

the Closing in accordance with 11 U.S.C. 365; and (c) the compromise and

settlement provided for in the Release pursuant to Bankruptcy Rule 9019. The

Closing shall occur on the first business day following the date all conditions

to Closing set forth in Section 7 have been satisfied or waived. At the Closing,

Sprint shall pay, via wire transfer instructions provided by Horizon, the

aggregate amount of the Purchase Price in full as calculated based upon the

initial determination of Qualified Subscribers and Inventory pursuant to Section

2.1.

ARTICLE IV

OTHER COVENANTS AND AGREEMENTS

4.1 TRANSITION COMPENSATION. Subject to the terms and conditions of this

Section 4.1, Sprint agrees to compensate Horizon for the net operating losses

which Horizon will incur in the operation of the nTelos Service Area from the

date of this Agreement to the earliest to occur of the following (i) August 2,

2004; (ii) the Effective Date; (iii) entry by the Bankruptcy Court of a final

order of the Bankruptcy Court denying Horizon's motion to approve this Agreement

and the Release; or (iv) the mutual written agreement of the parties (the

"Transition Period"). The compensation payment will be equal to $25,000

multiplied by the number of days during the Transition Period (the "Transition

Payment"). The Transition Payment shall be due in full upon the earliest to

occur of (a) the Effective Date and (b) 3 business days following the expiration

of the Transition Period. The Transition Payment shall be treated as additional

Purchase Price for the Purchased Assets. Notwithstanding any provision herein to

the contrary, in no event will the Transition Payment exceed $2 million.

4.2 EMPLOYEE MATTERS. Sprint shall, in good faith, consider whether to

employ the Horizon employees who are currently associated with the Retail Stores

and the sales, marketing and sales support activities of Horizon within the

nTelos Service Area, as identified on Schedule 4.2(a) (the "Current Employees").

Sprint shall have the right and option, but not the obligation, to offer

employment to and hire any of the Current Employees as of or after the Closing

and shall have the right to interview the Current Employees at any time after

the date hereof. At Sprint's election (in its sole discretion), Current

Employees hired at Closing or within thirty (30) days thereafter by Sprint may

be given credit, under and in accordance with applicable employee benefit plans

of Sprint, toward eligibility and vesting for the period of time prior to

Closing during which such persons were employees of Horizon if such period of

time would otherwise

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qualify for eligibility and vesting under Sprint's plans. Sprint shall be solely

liable for all duties and obligations arising from and after the Effective Date

to Current Employees hired by Sprint hereunder. Horizon shall be responsible for

any severance payments payable to Current Employees as a result of the

transactions contemplated herein.

4.3 CONDUCT OF BUSINESS BY HORIZON PENDING THE CLOSING.

(a) Ordinary Course. Horizon covenants and agrees that, unless Sprint

shall otherwise consent in writing (which consent will not be unreasonably

withheld or delayed) and except as otherwise set forth herein, between the date

hereof and the Closing, Horizon shall conduct its business in the nTelos Service

Area only in, and Horizon shall not take any action except in, the ordinary

course of Horizon's business and in a manner consistent with past practice

(including, without limitation, the acquisition of new Subscribers).

(b) Certain Actions. By way of amplification and not limitation,

except as expressly provided for in this Agreement, Horizon shall not, between

the date hereof and the Closing, do any of the following without the prior

written consent of Sprint, which consent will not be unreasonably withheld or

delayed:

(i) sell any of the Purchased Assets, except for the sale of

Inventory in the ordinary course of Horizon's business in the nTelos Service

Area;

(ii) pledge, remove, dispose of, or encumber any of the Purchased

Assets or enter into any material contract or agreement, except for the

incurrence of purchase money security interests in the ordinary course of

Horizon's business in the nTelos Service Area;

(iii) amend any Assigned Lease or breach the provisions of any

Assigned Lease; or

(iv) take any action with respect to increasing the compensation

of any Current Employee, except in the ordinary course of business.

(c) NSA. Notwithstanding any other provision of this Section 4.3,

Horizon may file a motion with the Bankruptcy Court to reject the NSA pursuant

to the terms of the Release.

4.4 EXPENSES.

(a) Expenses of Sprint. All of the expenses incurred by Sprint in

connection with the authorization, negotiation, preparation, execution and

performance of this Agreement, including, without limitation, all fees and

expenses of agents, representatives, brokers, counsel and accountants for

Sprint, shall be paid by Sprint.

(b) Expenses of Horizon. All of the expenses incurred by Horizon in

connection with the authorization, negotiation, preparation, execution and

performance of this

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Agreement, including, without limitation, all fees and expenses of agents,

representatives, brokers, counsel and accountants for Horizon, shall be paid by

Horizon.

4.5 TAX MATTERS.

(a) Purchase Price Allocation. The parties agree that the Purchase

Price shall be allocated among the Purchased Assets pursuant to Section 1060 of

the Internal Revenue Code of 1986, as amended (the "Code"), in accordance with

Schedule 4.5, to which the parties have agreed. Horizon and Sprint agree to

report the federal, state and local income and other tax consequences of the

transactions contemplated hereby, and in particular to report the information

required by Section 1060(b) of the Code, in a manner consistent with the agreed

upon allocation, and to file all other applicable tax returns and forms

necessary to reflect the Purchase Price allocation. Neither Sprint nor Horizon

shall take any position inconsistent with such allocation upon any examination

of any tax return, in any refund claim, in any litigation or otherwise unless

required to do so by law.

(b) Post Closing Cooperation. Sprint and Horizon shall furnish or

cause to be furnished to each other, upon request, as promptly as practical,

such information and assistance relating to the Purchased Assets as is

reasonably necessary for filing of all Tax returns, including any claim for

exemption or exclusion from the application or imposition of any Taxes or making

of any election related to Taxes, the payment of Taxes, the preparation for any

audit by any taxing authority and the prosecution or defense of any proceeding

relating to any Tax return.

(c) Transfer Taxes. In the event that the transaction is not deemed

exempt from Transfer Taxes pursuant to Section 1146(c) of the Bankruptcy Code,

all Transfer Taxes arising out of the transfer of the Purchased Assets and any

Transfer Taxes required to effect any recording or filing with respect thereto

shall be borne 50% by Sprint and 50% by Horizon. The Transfer Taxes shall be

calculated assuming that no exemption from Transfer Taxes is available, unless

otherwise indicated in the Sale Order or, at Closing, Sprint shall provide an

appropriate resale exemption certificate or other evidence acceptable to Horizon

of exemption from such Transfer Taxes. Horizon and Sprint shall cooperate to

timely determine the amount of any Transfer Taxes and timely prepare and file

any returns or other filings relating to such Transfer Taxes, in form and

substance satisfactory to each party, including any claim for exemption or

exclusion from the application or imposition of any Transfer Taxes. Horizon

shall pay such Transfer Taxes and shall file all necessary documentation and

returns with respect to such Transfer Taxes when due, and shall promptly

following the filing thereof furnish a copy of such return or other filing and a

copy of a receipt showing payment of any such Transfer Tax to Sprint, and Sprint

shall reimburse Horizon promptly for 50% of such Transfer Taxes paid after

giving effect to the Sale Order. Horizons' portion of any Transfer Taxes to be

paid hereunder shall be deemed to be included in the Excluded Liabilities.

(d) Tax Proration. Except as provided in Section 4.5(c), all real

property Taxes, personal property Taxes and similar ad valorem obligations

levied with respect to the Purchased Assets for a Tax period that includes (but

does not end on) the Closing Date, whether imposed or assessed before or after

the Closing Date, shall be apportioned between Horizon, on the one hand, and

Sprint, on the other, as of the Closing Date, based on the number of days in any

such period falling prior to and including the Closing Date, on the one hand,

and after the

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Closing Date, on the other hand. Horizon shall be responsible for the portion of

such apportioned Taxes attributable to the period up to and including the

Closing Date and Sprint shall be responsible for the portion of such apportioned

Taxes attributable to the period after the Closing Date. Accordingly, if any

Taxes required to be apportioned hereunder are paid by Sprint, on the one hand,

or Horizon, on the other hand, then Horizon or Sprint, as the case may be, shall

promptly reimburse the paying party for the non-paying party's share of such

apportioned Taxes. Similarly, if Sprint, on the one hand, or Horizon, on the

other hand, receive a refund of any Taxes that are required to be apportioned

hereunder, then the recipient of such refund shall promptly pay to the other

party such other party's share of such refund as determined in accordance with

the foregoing apportionment provisions (assuming that Sprint and Horizon

contributed to the applicable Tax payment in accordance with the first two

sentences of this Section 4.5(d)).

4.6 COLLECTION OF ACCOUNTS RECEIVABLE. Ten business days after the

Effective Date, Sprint will pay to Horizon the Account Receivables Payment for

all outstaying accounts receivables of Subscribers and all unbilled usage and

other fees as of the Effective Date. Prior to the Effective Date, Sprint and

Horizon will each cause their respective settlements and finance groups to

determine the method of calculating the Account Receivables Payment. The method

will be based on the following principles:

(a) The party receiving the revenue should have responsibility for the

liabilities associated with generating the revenue. For example, with respect to

the MRC, if Horizon is liable for payments to nTelos for 1/3 of the bill cycle

and Sprint for 2/3, then the total MRC for that bill cycle would be allocated

1/3 to Horizon and 2/3 to Sprint; and

(b) The profile percentage will be used. For purposes of further

clarification the "profile percentage" means the profile used by the settlements

group for Sprint in determining "Collected Revenue" (as that term is defined in

the Management Agreement) for Horizon. The parties understand that the profile

percentage makes adjustment for the 8% retainage by Sprint of Collected Revenue.

If that understanding is not correct then the parties will take account of that

retainage by Sprint in calculating the Qualified Accounts Receivable Payment.

Bad debt percentages will be determined based on past experience.

The parties will have their respective settlements groups work

cooperatively to make the calculations contemplated by this section and will

work to satisfactorily resolve any issues that arise because of data or system

limitations.

The parties will settle travel for the nTelos Service Area incurred prior

to the Effective Date in accordance with the already established settlement

processes for travel. For purposes of clarification the parties acknowledge that

the settlement of travel may take some time after the Effective Date because of

the timing involved with clearing house functions and systems availability.

4.7 COOPERATION. Following the Closing, Sprint and Horizon will cooperate

with each other and use commercially reasonable efforts to complete in an

expeditious manner

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changes in any operations arising from the transactions contemplated by this

Agreement, including without limitation, the redirecting of switching from the

Horizon switches to switches designated by Sprint and the transitioning of

Retail Stores and Current Employees.

4.8 ALLOCATION OF CERTAIN ITEMS. With respect to certain expenses incurred

with respect to the Purchased Assets, the following allocations shall be made

between Horizon and Sprint:

(a) Utilities. Utilities, water and sewer charges shall be apportioned

based upon the number of days occurring prior to (and including) the Effective

Date and following the Effective Date during the billing period for each such

charge.

(b) Lease Payments. Rent payments shall be apportioned based upon the

number of days occurring prior to (and including) the Effective Date and

following the Effective Date during the billing period for each such charge.

Appropriate cash payments by Horizon and Sprint, as the case may require, shall

be made hereunder from time to time as soon as practicable after the facts

giving rise to the obligation for such payments are known in the amounts

necessary to give effect to the allocations provided for in this Section 4.8.

4.9 ASSUMPTION AND ASSIGNMENT OF ADDITIONAL EXECUTORY CONTRACTS. Horizon

agrees to cooperate fully with Sprint to (i) identify any contracts, leases or

other agreements of Horizon that relate exclusively to the nTelos Service Area

and are reasonably required by Sprint for the use of the Purchased Assets in the