SETTLEMENT AND ASSUMPTION AGREEMENT AND RELEASE

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EXHIBIT 10.27.1

SETTLEMENT AND ASSUMPTION AGREEMENT AND RELEASE

THIS SETTLEMENT AND ASSUMPTION AGREEMENT AND RELEASE (this "Agreement") is

made as of the 31st day of August, 2004 by and between

HORIZON PCS, INC. ("Horizon"), BRIGHT PERSONAL COMMUNICATIONS SERVICES,

INC. ("Bright") and HORIZON PERSONAL COMMUNICATIONS, INC. ("Percom" and

collectively with Horizon and Bright, the "Debtors"),

and

SBA BROADBAND, INC. ("Broadband"), SBA NETWORK SERVICES, INC. ("Network"),

SBA PROPERTIES, INC. ("Properties"), SBA SITES, INC. ("Sites") and SBA

TOWERS, INC. ("Towers" and, collectively with Broadband, Network,

Properties and Sites, the "SBA Entities").

RECITALS

A. On August 15, 2003 (the "Petition Date") the Debtors each filed a

voluntary petition for relief under Chapter 11 of title 11 of the United States

Code, 11 U.S.C. Sections 101-1330, as amended (the "Bankruptcy Code") in the

United States Bankruptcy Court for the Southern District of Ohio, Eastern

Division (the "Bankruptcy Court"). The Chapter 11 cases of the Debtors

(individually a "Case," and collectively, the "Cases") have been consolidated

for procedural purposes only.

B. The Debtors and the SBA Entities are parties to numerous contracts and

leases related to the provision of wireless personal communications services.

The Debtors and certain of the SBA Entities are parties to approximately 375

leases of wireless telecommunications tower sites pursuant to a Master Site

Agreement (the "Percom MSA") dated August 17, 1999 between Percom and Towers and

a Master Site Agreement dated as of October 1999 between Bright and Towers (the

"Bright MSA" and, together with the Percom MSA, the "MSAs"). The MSAs set forth

the general terms and conditions pursuant to which the SBA Entities agree to

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lease space to the Debtors; individual site locations are governed by separate

Site License Acknowledgements ("SLAs") entered into by one of the Debtors and

one of the SBA Entities. Each SLA authorizes one of the Debtors to maintain and

operate wireless communications equipment at a particular telecommunications

tower site, with each such SLA specifying the applicable site location, monthly

lease payments for that particular site and annual escalations of such lease

payments, lease term, and equipment to be installed by or for the account of the

particular Debtor.

C. On August 17, 1999 Percom and Towers entered into the following

additional agreements:

1. Master Design Build Agreement (the "Percom BTS Agreement")

whereby the SBA Entities would construct to the Debtors'

specifications additional telecommunication towers at sites

jointly determined by the Debtors and the SBA Entities, and

the Debtors would lease space at such tower sites from the SBA

Entities, pursuant to the Percom MSA and an SLA to be entered

into following construction of such tower.

2. Site Development Agreement (the "SDA") pursuant to which the

SBA Entities agreed to pay certain development fees to the

Debtors for certain telecommunications tower sites which the

SBA Entities construct on behalf of the Debtors.

D. In October 1999 Bright and Towers entered into a Master Design Build

Agreement (the "Bright BTS Agreement" and, together with the Percom BTS

Agreement, the "BTS Agreements") substantially similar to the Percom BTS

Agreement.

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E. From time to time the MSAs, the BTS Agreements and the SDA have been

amended by the parties.

F. In 2001, the Debtors and the SBA Entities entered into, inter alia, one

or more documents entitled as amendments to 100 of the then-existing SLAs

pursuant to which the SBA Entities acquired and installed emergency power

generators (the "Generators") at the telecommunication tower sites which were

the subject of such SLAs in order to supply backup power to such sites in the

event of a power failure. Documents entitled as amendments to such SLAs (the

"Generator Amendments") specified the particular tower site subject to such

amendments and increased the monthly rent under the applicable SLA in the

initial amount of $200.00 (the "Additional Rent"). There is a dispute between

the parties as to whether the Generator Amendments are separate agreements or

true amendments to the applicable SLAs, which issue is being resolved as part of

this Agreement. On January 2, 2004 the Debtors filed their Motion of the Debtors

and Debtors-in-Possession for an Order Approving the Rejection of Unexpired

Power Generators Leases with SBA Towers, Inc. and SBA Properties, Inc. (the

"Generator Lease Rejection Motion"). Towers and Properties filed an Objection to

the Generator Lease Rejection Motion on the basis that the Generator Amendments

are integral and non-severable parts of the MSAs and the applicable SLAs, which

the Debtors contested. The Bankruptcy Court has held an evidentiary hearing and

the parties have filed extensive legal memoranda. No decision on the Generator

Lease Rejection Motion has been made by the Bankruptcy Court.

G. At various dates in 2001 and 2003 Broadband and one or more of the

Debtors entered into agreements (the "SBA Microwave Service Agreements") whereby

Broadband agreed to provide digital microwave network services to the Debtors in

Indiana and

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Pennsylvania. On August 6, 2004 the Debtors filed with the Bankruptcy Court the

Motion of the Debtors and Debtors-in-Possession for an Order Approving the

Rejection of Certain Unexpired Microwave Service Agreements with SBA Broadband

Services, Inc. (the "Microwave Services Rejection Motion"), which the Bankruptcy

Court approved by Stipulated Order entered on August 26, 2004 (the "Microwave

Services Rejection Order") [Docket No. 999].

H. The SBA Entities have timely filed numerous proofs of claim (the

"Proofs of Claim") in the Cases for, among other things, rent for space at

telecommunications tower sites under the MSAs and the SLAs, construction and

development services under the BTS Agreements, obligations of the Debtors under

the BTS Agreements, and services fees under the SBA Microwave Service

Agreements, all accruing or arising prior to the Petition Date. In addition, the

SBA Entities have asserted claims under all such agreements that accrued or

arose after the Petition Date. The Debtors have asserted claims against one or

more of the SBA Entities under, among other things, the SDA, and the Debtors

have disputed certain of the Proofs of Claim.

I. By Order dated August 13, 2004 the Bankruptcy Court approved the

Disclosure Statement for the Joint Plan of Reorganization of the Debtors (the

"Joint Plan"). The Debtors are in the process of soliciting votes to approve the

Joint Plan and the Bankruptcy Court has scheduled a hearing to consider

confirmation of the Joint Plan on September 21, 2004.

J. The Debtors desire to continue to lease space at telecommunications

tower sites of the SBA Entities. In order to induce the Debtors to assume the

MSAs and the SLAs, as modified herein, the SBA Entities have agreed to certain

modifications of the SLAs, the Debtors have agreed to pay certain amounts to

cure defaults under such SLAs and agreements and to pay certain post-petition

obligations under the BTS Agreements, the SBA Entities have agreed to

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support the Joint Plan, and the parties have agreed to resolve the disputes

concerning the Generator Amendments, the SBA Microwave Service Agreements and

the Proofs of Claim, all as set forth herein.

NOW, THEREFORE, intending to be legally bound hereby and in consideration

of the premises and the agreements set forth herein and for other good and

valuable consideration, the sufficiency of which is hereby acknowledged, the

Debtors and the SBA Entities agree as follows:

AGREEMENT

1. This Agreement is subject to approval of the Bankruptcy Court, which

shall be sought either through the filing of a stipulation, or the filing of a

motion, so that Court approval of the Agreement shall be obtained at or before

the hearing scheduled for September 21, 2004. This Agreement shall become

effective on the date (10/1/04) that the order of the Bankruptcy

Court approving this Agreement becomes a final, non-appealable order.

2. The Debtors hereby assume, as of the Effective Date, their respective

MSAs and SLAs, including all Generator Amendments, as modified herein.

a. In connection with such assumption, the Debtors will on the

Effective Date pay the following amounts by wire transfer to

the SBA Entities in order to cure all defaults in existence

under the MSAs and the SLAs on the Effective Date:

i. The sum of $593,676.45, subject to subsequent refund

(not to exceed $50,000.00) in the event of further

reconciliation of amounts due and modification of rental

commencement dates, for rental payments, including

Additional Rent, accruing prior

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to the Petition Date, in full and final satisfaction of

Proofs of Claim Nos. 267, 288-91, 294-97; and

ii. The amount of any unpaid rental payments, excluding

Additional Rent, for the month of September, 2004; and

iii. The sum of $178,802 in respect of Additional Rent

accruing from and after the Petition Date,

iv. The sum of $48,317.00 in respect of installation

services at the Country Club site, in full and final

satisfaction of Proof of Claim No. 262; and

v. The sum of $29,440.21, subject to receipt of validation

reasonably satisfactory to the Debtors, in respect of

utility bills incorrectly billed to (and paid by)

Network for the account of the Debtors for the eleven

sites listed on Exhibit A attached hereto.

b. As of the Effective Date all SLAs shall be modified in the

following respects:

i. The current term of each SLA shall be extended for a

period of five (5) years beyond the expiration date of

the current term.

ii. The base rent under each SLA following the Effective

Date shall be an amount equal to the excess of (A) the

base rent for such SLA in effect on the Effective Date,

including any Additional Rent applicable to such SLA,

calculated after giving

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effect to any existing escalation in such base rent

taking effect prior to the Effective Date, over (B)

one-