Item 1.01 Entry Into a Material Definitive Agreement.

On July 19, 2006, Shenandoah Personal Communications Company (“Shenandoah PCS”), a wholly owned subsidiary of Shenandoah Telecommunications Company (the “Company”), and Sprint Nextel Corporation and certain of its subsidiaries (“Sprint Nextel”) agreed to an amendment of the August 9, 2005 Forbearance Agreement among the parties that extends the expiration date of the Forbearance Agreement from July 14, 2006 to the earlier of August 14, 2006 or a decision by the Court of Chancery of the State of Delaware in connection with an action between Sprint Nextel and other affiliates of Sprint Nextel. The parties also amended the Forbearance Agreement to include Nextel Partners, Inc. (“Nextel Partners”) following Sprint’s acquisition of Nextel Partners on June 26, 2006. The Forbearance Agreement sets forth Sprint Nextel's agreement as to certain parameters for the operations of Nextel's wireless business in the territories operated by Shentel following the merger of Sprint and Nextel. The agreement also sets forth the Company’s agreement not to initiate litigation or seek certain injunctive or equitable relief against Sprint Nextel under certain circumstances, in each case during the period in which the agreement remains in effect. The agreement provides that the statute of limitations on any claims that Shentel might have against Sprint Nextel are tolled while the agreement remains in effect.

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