SETTLEMENT AGREEMENT AND MUTUAL RELEASE

EXECUTION COPY

Exhibit 10.32

SETTLEMENT AGREEMENT AND MUTUAL RELEASE

This Settlement Agreement and Mutual Release (this “Agreement”) is entered into as of March 12, 2007 (the “Effective Date”), by and among Sprint Nextel Corporation, a Kansas corporation, Sprint Spectrum L.P., a Delaware limited partnership, WirelessCo, L.P., a Delaware limited partnership, Sprint Communications Company L.P., a Delaware limited partnership, APC PCS, LLC, a Delaware limited liability company, PhillieCo, L.P. a Delaware limited partnership (the “Sprint Parties”), and Shenandoah Personal Communications Company, a Virginia corporation (“Shentel”), and Shenandoah Telecommunications Company, a Virginia corporation, (together with Shentel, the “Shentel Parties” and together with the Sprint Parties collectively, the “Parties”). Capitalized terms used but not defined in this Agreement have the meanings assigned to them in the “Schedule of Definitions” to the Management Agreement (as defined herein).

WHEREAS, Shentel entered into a Management Agreement, a Services Agreement and two Trademark and Service Mark License Agreements with certain of the Sprint Parties, dated and effective as of November 5, 1999, and a Forbearance Agreement between the Sprint Parties and Shentel, dated August 9, 2005 (each agreement, together with all addenda and amendments, being the “Management Agreement,” the “Services Agreement,” two “Trademark and Service Mark License Agreements” and the “Forbearance Agreement” and collectively, the “Sprint Agreements”); and

WHEREAS, without admitting there is a legitimate basis for any such claims, the Parties 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 under or with respect to the Sprint Agreements, including certain claims that arise out of any actual or claimed actions or inactions of any Party on or before the Effective Date under or with respect to the Sprint Agreements, 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.

NOW, THEREFORE, 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.          Addendum . Certain of the Parties will execute and deliver an Addendum VII to the Management Agreement in the form attached to this Agreement as Exhibit A (the “Addendum”) contemporaneously with the Parties’ execution and delivery of this Agreement.

(a)           Sprint Release of the Shentel Parties . Except as provided in Section 3, each of the Sprint Parties releases and forever discharges the Shentel Parties and their respective officers, directors, shareholders, partners, members, subsidiaries, affiliates, predecessors, successors, employees, agents and representatives (the “Shentel Released Parties”) from all liabilities, claims, demands, suits, judgments, attorneys’ fees, damages, injuries, causes of action, and losses of any kind, known or unknown, fixed or contingent, whether at law or at equity that any of the Sprint Parties ever had, now has, may assert or may in the future claim to have against any of the Shentel Released Parties by reason of any act, failure to act, cause or matter occurring or existing on or before the Effective Date, 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 Shentel Released Parties of and from any and all liabilities, claims, demands, suits, judgments, attorneys’ fees, damages, injuries, causes of action, and losses of any kind, known or unknown, fixed or contingent, whether at law or at equity that any of the Sprint Parties ever had, now has, may assert or may in the future claim to have against any of the Shentel Released Parties concerning or related to the Sprint Agreements or the Sprint Nextel Merger (as defined in Exhibit B ) with respect to any of the matters set forth on Exhibit B 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)           Shentel Release of the Sprint Parties . Except as provided in Section 3, each of the Shentel Parties releases and forever discharges the Sprint Parties and their respective officers, directors, shareholders, partners, members, subsidiaries, affiliates, predecessors, successors, employees, agents and representatives (the “Sprint Released Parties”) from all liabilities, claims, demands, suits, judgments, attorneys’ fees, damages, injuries, causes of action, and losses of any kind, known or unknown, fixed or contingent, whether at law or equity that any of the Shentel 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, cause or matter occurring or existing on or before the Effective Date concerning or related to the Sprint Agreements (“Shentel’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, demands, suits, judgments, attorneys’ fees, damages, injuries, causes of action, and losses of any kind, known or unknown, fixed or contingent, whether at law or at equity that any of the Shentel Parties ever had, now has, may assert or may in the future claim to have against any of the Sprint Released Parties concerning or related to the Sprint Agreements or the Sprint Nextel Merger with respect to any of the matters set forth on Exhibit B to this Agreement, and waives any and all rights that any of the Shentel Parties may have with respect to those matters (“Shentel’s Specific Claims” and together with Sprint’s Specific Claims, the “Specific Claims”).

(c)           Complete Release . Except as provided in Sections 3 and 11(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.

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(a)           Settlements Activity . Neither Party is releasing its right to claims (including its right to dispute amounts) related to:

(i)           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, provided no such invoices or other charges will be for services or costs incurred prior to three (3) calendar months prior to execution; and

(ii)          any costs or fees that have accrued or are otherwise due and owing and which have been properly invoiced as of December 31, 2006 or will be properly invoiced in accordance with normal practices for the period prior to December 31, 2006 from the Shentel Parties to the Sprint Parties or any Sprint PCS Related Party or from the Sprint Parties to the Shentel Parties or any Related Party of the Shentel Parties under Article 10 or Section 17.20 of the Management Agreement or Article 3 or Section 9.17 of the Services Agreement.

(b)           Future Claims . Nothing in this Agreement constitutes a release by any Party of claims arising after the Effective Date, including without limitation future claims arising under the Management Agreement after giving effect to the Addendum.

(c)           Indemnification . This Agreement does not modify, waive or release the parties’ rights and responsibilities under Section 13 of the Management Agreement with respect to indemnification for claims brought by third parties arising prior to the Effective Date.

4.             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;

(b)          it has the full right, power and authority to enter into this Agreement, and to perform according to the terms of this Agreement;

(c)          the Party is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization;

(d)          neither the execution, delivery and performance of this Agreement, nor the consummation by the Party of the transactions contemplated by this Agreement, will conflict with, violate or result in a breach of:

(i)           any law, regulation, order, writ, injun