SETTLEMENT AGREEMENT AND MUTUAL RELEASE

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EXHIBIT 10.14

SETTLEMENT AGREEMENT AND MUTUAL RELEASE

This Settlement Agreement and Mutual Release (this "AGREEMENT") is

entered into as of March 16, 2005, by and among SPRINT SPECTRUM L.P., a Delaware

limited partnership, SPRINTCOM, INC., a Kansas corporation, WIRELESSCO, L.P., a

Delaware limited partnership, PHILLIECO, L.P., a Delaware limited partnership,

APC PCS, LLC, a Delaware limited liability company, SPRINT COMMUNICATIONS

COMPANY L.P., a Delaware limited partnership, (collectively, the "SPRINT

PARTIES,"), HORIZON PERSONAL COMMUNICATIONS, INC., an Ohio corporation

("HORIZON"), BRIGHT PERSONAL COMMUNICATIONS SERVICES, LLC, an Ohio limited

liability company ("BRIGHT") and HORIZON PCS, INC., a Delaware corporation

(together with Horizon and Bright, the "HORIZON PARTIES"). The Horizon Parties

and the Sprint Parties are referred to collectively as the "PARTIES".

Each of Horizon and Bright has entered into a Management Agreement

(each, a "MANAGEMENT AGREEMENT"), a Services Agreement and two Trademark and

Service Mark License Agreements with the Sprint Parties, dated and effective as

of the dates indicated:

- Horizon (June 8, 1998)

- Bright (October 13, 1999)

(collectively, as amended to date, the "SPRINT AGREEMENTS").

The Parties (in the singular, "PARTY") desire to resolve and release

claims specified in this Agreement, whether known or unknown, that any Party

might have against any of the other Parties that arose on or before the

Effective Date (defined below) of this Agreement, including certain claims that

arise out of any actual or claimed actions or inactions of any Party on or

before the Effective Date of this Agreement, except as provided in this

Agreement. The Parties have agreed to take the actions set forth in this

Agreement to avoid the expense and delay inherent in further negotiations and

possible litigation concerning their business relationship.

In consideration of the mutual promises set forth in this Agreement,

and for other good and valuable consideration, the receipt and sufficiency of

which are acknowledged, the Parties agree as follows:

1. ADDENDA. The Parties will execute and deliver Horizon Addendum VIII and

Bright Addendum IV to the respective Sprint Agreements in the forms attached to

this Agreement (the "ADDENDA") contemporaneously with the Parties' execution and

delivery of this Agreement.

2. EFFECTIVE DATE. The parties are executing this Agreement as of the date

noted above, but the terms of this Agreement become effective on (the "EFFECTIVE

DATE"): the later of the date the Parties execute and deliver the Addenda and

the date that Horizon pays Sprint Spectrum L.P. the amount required under this

Agreement.

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3. SETTLEMENT PAYMENT; OTHER PAYMENTS.

(a) HORIZON SETTLEMENT PAYMENT. Horizon, on behalf of itself and the

other Horizon Parties, will pay Sprint Spectrum L.P., on its own behalf

and on behalf of the other Sprint Parties, $975,075.97.

(b) JANUARY 2005 PAYMENT. Horizon, on behalf of itself and the other

Horizon Parties, will pay Sprint Spectrum L.P., on its behalf and on

behalf of the other Sprint Parties, $710,192.89, which represents the

Parties' estimate of:

(i) the amount that the Sprint Parties will bill the Horizon Parties

for the monthly payments (and not with respect to the weekly management

fee payments) to be paid under the Sprint Agreements (applying the terms

of the Addenda), including without limitation for CCPU Services and CPGA

Services, for the period between January 1, 2005 and January 31, 2005 (as

would have been reflected in invoices delivered by the Sprint Parties in

February 2005); minus

(ii) the amount of the monthly payments (and not with respect to the

weekly management fee payments) to be paid by the Sprint Parties to the

Horizon Parties under the Sprint Agreements (applying the terms of the

Addenda), including without limitation for net travel and net roaming, for

the period between January 1, 2005 and January 31, 2005 (as would have

been reflected in invoices delivered by the Sprint Parties in February

2005).

(c) ASSET PURCHASE PRICE. Sprint Spectrum L.P. will pay Horizon,

$168,946.49, which is the purchase price Sprint Spectrum L.P. has agreed

to pay to Horizon under that certain Asset Purchase Agreement dated March

16, 2005 between Sprint Spectrum L.P. and Horizon.

(d) METHOD OF PAYMENT. The payments required under Sections 3(a),

3(b) and 3(c) will be made on the Effective Date by netting those amounts.

The Party owing the net difference will pay the difference to the other

Party via wire transfer to the account designated by the receiving Party.

(e) "TRUE-UP" PAYMENT. The Parties will true-up, for the period

between January 1, 2005 and January 31, 2005 (the "TRUE-UP PERIOD"), the

amount by which (i) applying the terms of the Addenda with respect to the

monthly payments to be paid under the Sprint Agreements (and not with

respect to the weekly management fee payments), the actual amount to be

paid by the Horizon Parties to the Sprint Parties minus the actual amount

to be paid by the Sprint Parties to the Horizon Parties under the Sprint

Agreements for the True-up Period, exceeds or is less than (ii) the amount

paid pursuant to Section 3(b) of this Agreement. The Sprint Parties will

send in April 2005 actual invoices for the True-up Period and the payment

required under this Section 3(e) will be invoiced and paid through the

March 2005 monthly statement sent by the Sprint Parties in April 2005.

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4. GENERAL RELEASES.

(a) SPRINT RELEASE OF THE HORIZON PARTIES. Except as provided in

Section 5, each of the Sprint Parties releases and forever discharges the

Horizon Parties and their respective officers, directors, shareholders,

partners, members, subsidiaries, employees, agents and representatives

(the "HORIZON RELEASED PARTIES") from all liabilities, claims, attorneys'

fees, damages, injuries, causes of action, and losses of any kind that any

of the Sprint Parties ever had, now has, may assert or may in the future

claim to have against any of the Horizon Released Parties by reason of any

act, failure to act, occurrence or event occurring or existing on or

before the date of this Agreement, concerning or related to the Sprint

Agreements ("SPRINT'S CLAIMS"). For avoidance of doubt but not for

purposes of limitation, this provision releases and forever discharges

each of the Horizon Released Parties of and from any and all liabilities,

claims, attorneys' fees, damages, injuries, causes of action, and losses

of any kind that any of the Sprint Parties ever had, now has, may assert

or may in the future claim to have against any of the Horizon Released

Parties with respect to any of the matters set forth on Exhibit -------- A

to this Agreement, and waives any and all rights that any of the Sprint

Parties may have with respect - to those matters ("SPRINT'S SPECIFIC

CLAIMS").

(b) HORIZON RELEASE OF THE SPRINT PARTIES. Except as provided in

Section 5, each of the Horizon Parties releases and forever discharges the

Sprint Parties and their respective officers, directors, shareholders,

partners, members, subsidiaries, employees, agents and representatives

(the "SPRINT RELEASED PARTIES") from all liabilities, claims, attorneys'

fees, damages, injuries, causes of action, and losses of any kind that any

of the Horizon Parties ever had, now has, may assert or may in the future

claim to have against any of the Sprint Released Parties by reason of any

act, failure to act, occurrence or event occurring or existing on or

before the date of this Agreement concerning or related to the Sprint

Agreements ("HORIZON'S CLAIMS" and together with Sprint's Claims, the

"CLAIMS"). For avoidance of doubt but not for purposes of limitation, this

provision releases and forever discharges each of the Sprint Released

Parties of and from any and all liabilities, claims, attorneys' fees,

damages, injuries, causes of action, and losses of any kind that any of

the Horizon Parties ever had, now has, may assert or may in the future

claim to have against any of the Sprint Released Parties with respect to

any of the matters set forth on Exhibit A to this Agreement, and waives

any and all rights that any of the Horizon Parties may have with respect

to those matters ("HORIZON'S SPECIFIC CLAIMS" and together with Sprint's

Specific Claims, the "SPECIFIC CLAIMS").

(c) COMPLETE RELEASE. Except as provided in Sections 5, 9 and 13(a),

this Agreement constitutes the complete compromise, settlement, accord and

satisfaction of all of the Claims with no reservation of any rights or

claims, whether stated or implied.

5. EXCEPTIONS TO RELEASED CLAIMS.

(a) SETTLEMENTS ACTIVITY. Neither Party is releasing its right to

claims (including its right to dispute amounts) related to:

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(i) any settlements activity (including, without limitation, payment

of weekly management fees pursuant to Article 10 of the Sprint

Agreements), for the period from February 1, 2005 through the Effective

Date, for which invoices have not yet been generated; the settlements

activity (including, without limitation, payment of weekly management fees

pursuant to Article 10 of the Sprint Agreements) for the period from

February 1, 2005 through the Effective Date will be completed in the

normal course of business and giving effect to the Addenda;

(ii) third-party invoices or other charges for which the Sprint

Parties have not received invoices, which will be billed in the normal

course of business and giving effect to the Addenda; and

(iii) its rights under Article 10 of the Sprint Agreements (as

reflected in the Addenda) with respect to the invoices delivered by the

Sprint Parties pursuant to Section 3(e) of this Agreement.

(b) FUTURE CLAIMS. Nothing in this Agreement constitutes a release

by any Party of claims arising after the date of this Agreement, including

without limitation future claims arising under the Management Agreements

after giving effect to the Addenda that become effective as of January 1,

2005.

(c) INDEMNIFICATION. This Agreement does not modify, waive or

release the Parties' rights and responsibilities under section 13 of the

Management Agreements with respect to indemnification for claims brought

by third parties based upon facts that occurred before the Effective Date.

(d) MOST FAVORED NATION. This Agreement does not modify, waive or

release any of the Horizon Parties' rights under the new section 1.10 of

the Management Agreements, even if the changes to an Other Manager's

Management Agreement are in settlement of that Other Manager's claims that

are similar to claims that the Horizon Parties are releasing under this

Agreement.

(e) MAY 2004 SETTLEMENT AND RELEASE. Notwithstanding any provision

of this Agreement to the contrary, this Agreement will not affect,

terminate or adversely impact in any manner that certain Settlement

Agreement and Mutual Release dated May 12, 2004, by and among Sprint

Corporation, Sprint Spectrum L.P., SprintCom, Inc., WirelessCo, L.P.,

PhillieCo, L.P., APC PCS, LLC, Sprint Communications Company L.P., Horizon

Personal Communications, Inc., Bright Personal Communications Services,

LLC and Horizon PCS, Inc., or any of the releases contained in that

Settlement Agreement and Mutual Release.

6. REPRESENTATIONS AND WARRANTIES. Each of the Parties represents

and warrants to the other Parties that:

(a) it has not commenced any action or proceeding against any other

Party concerning any of the Claims or Specific Claims, before any agency

or other governmental authority, at law, in equity, in arbitration, or

otherwise;

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(b) no promise, inducement or agreement not expressed in this

Agreement or the Addenda has been made;

(c) it has the full right, power and authority to enter into this

Agreement, and to perform according to the terms of this Agreement;

(d) the Party is an entity