Exhibit 10.44


                          REGISTRATION RIGHTS AGREEMENT

                                  by and among

                                HORIZON PCS, INC.

                      HORIZON PERSONAL COMMUNICATIONS, INC.
                  BRIGHT PERSONAL COMMUNICATIONS SERVICES, LLC

                                       and

                     CREDIT SUISSE FIRST BOSTON CORPORATION
                          FIRST UNION SECURITIES, INC.
                             BEAR, STEARNS & CO. INC

                                       and

                              LEHMAN BROTHERS INC.

                          Dated as of December 7, 2001



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                          REGISTRATION RIGHTS AGREEMENT

     This Registration  Rights Agreement (this  "Agreement") is made and entered
into as of  December  7,  2001,  by and among  Horizon  PCS,  Inc.,  a  Delaware
corporation (the  "Company"),  Horizon  Personal  Communications,  Inc., an Ohio
corporation  and  wholly-owned  subsidiary  of the  Company  ("PerCom"),  Bright
Personal  Communications  Services,  LLC, an Ohio limited  liability company and
wholly-owned  subsidiary of the Company ("Bright" and, together with PerCom, the
"Guarantors"),   and  Credit  Suisse  First  Boston  Corporation,   First  Union
Securities,   Inc.,   Bear,   Stearns  &  Co.  Inc.  and  Lehman  Brothers  Inc.
(collectively,  the  "Initial  Purchasers"),  who have  agreed to  purchase  the
Company's 13 3/4% Senior Notes due 2011 (the  "Initial  Notes")  pursuant to the
Purchase Agreement (as defined below).

     This Agreement is made pursuant to the Purchase  Agreement,  dated December
4, 2001 (the "Purchase Agreement"), by and among the Company, the Guarantors and
the Initial  Purchasers.  In order to induce the Initial  Purchasers to purchase
the Initial  Notes,  the Company and the  Guarantors  have agreed to provide the
registration  rights set forth in this Agreement.  The execution and delivery of
this Agreement is a condition to the  obligations of the Initial  Purchasers set
forth in Section 9 of the Purchase Agreement.  Capitalized terms used herein and
not otherwise  defined shall have the meaning assigned to them in the Indenture,
dated December 7, 2001, between the Company, the Guarantors and Wells Fargo Bank
Minnesota,  National Association,  as Trustee, relating to the Initial Notes and
the Exchange Notes (the "Indenture").

     The parties hereby agree as follows:

SECTION 1. DEFINITIONS

     As used in this Agreement,  the following  capitalized terms shall have the
following meanings:

     Act: The Securities Act of 1933, as amended.

     Affiliate: As defined in Rule 144 promulgated under the Act.

     Broker-Dealer: Any broker or dealer registered under the Exchange Act.

     Certificated Securities: Definitive Notes, as defined in the Indenture.


     Closing Date: The date hereof.

     Commission: The Securities and Exchange Commission.

     Consummate: An Exchange Offer shall be deemed "Consummated" for purposes of
this Agreement upon the occurrence of (a) the filing and effectiveness under the
Act of the Exchange Offer Registration  Statement relating to the Exchange Notes
to be issued in the Exchange  Offer,  (b) the maintenance of such Exchange Offer
Registration Statement as continuously effective and the keeping of the Exchange
Offer open for a period not less than the period  required  pursuant  to Section


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3(b)  hereof and (c) the  delivery  by the  Company to the  Registrar  under the
Indenture  of  Exchange  Notes in the same  aggregate  principal  amount  as the
aggregate principal amount of Initial Notes tendered by Holders thereof pursuant
to the Exchange Offer.

     Consummation Deadline: As defined in Section 3(b) hereof.

     Effectiveness  Deadline:  As  defined  in  Sections  3(a) and 4(a)  hereof.

     Exchange Act: The Securities Exchange Act of 1934, as amended.

     Exchange  Notes:  The  Company's 13 3/4% Senior Notes due 2011 to be issued
pursuant to the Indenture:  (i) in the Exchange Offer or (ii) as contemplated by
Section 4 hereof.

     Exchange  Offer:  The  exchange  and issuance by the Company of a principal
amount of Exchange  Notes  (which shall be  registered  pursuant to the Exchange
Offer  Registration  Statement)  equal to the  outstanding  principal  amount of
Initial Notes that are tendered by such Holders in connection with such exchange
and issuance.

     Exchange Offer Registration Statement:  The Registration Statement relating
to the Exchange  Offer,  including  the related Prospectus.

     Exempt Resales: The transactions in which the Initial Purchasers propose to
sell the Initial Notes to certain "qualified institutional buyers," as such term
is defined in Rule 144A under the Act and  pursuant  to  Regulation  S under the
Act.

     Filing Deadline: As defined in Sections 3(a) and 4(a) hereof.

     Holders: As defined in Section 2 hereof.

     Prospectus: The prospectus included in a Registration Statement at the time
such Registration Statement is declared effective, as amended or supplemented by
any  prospectus  supplement  and  by all  other  amendments  thereto,  including
post-effective  amendments, and all material incorporated by reference into such
Prospectus.

     Person:  means any  individual,  corporation,  partnership,  joint venture,
trust,  unincorporated  organization  or  government  or any agency or political
subdivision thereof.

     Recommencement Date: As defined in Section 6(d) hereof.

     Registration Default: As defined in Section 5 hereof.

     Registration  Statement:  Any registration statement of the Company and the
Guarantors relating to (a) an offering of Exchange Notes pursuant to an Exchange
Offer or (b) the  registration  for  resale of  Transfer  Restricted  Securities
pursuant to the Shelf  Registration  Statement,  in each case, (i) that is filed
pursuant to the  provisions of this  Agreement and (ii) including the Prospectus
included   therein,   all  amendments   and   supplements   thereto   (including
post-effective  amendments)  and  all  exhibits  and  material  incorporated  by
reference therein.

     Regulation S: Regulation S promulgated under the Act.

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     Rule 144: Rule 144 promulgated under the Act.

     Shelf Registration  Statement:  The Registration  Statement relating to the
Shelf  Registration  set forth in  Section 4 of this  Agreement,  including  the
related Prospectus.

     Suspension Notice: As defined in Section 6(d) hereof.

     TIA: The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb) as in
effect on the date of the Indenture.

     Transfer  Restricted  Securities:  Each Initial Note, until the earliest to
occur of (a) the date on which such  Initial  Note is  exchanged in the Exchange
Offer for an  Exchange  Note which is entitled to be resold to the public by the
Holder thereof without  complying with the prospectus  delivery  requirements of
the Act,  (b) the date on  which  such  Initial  Note  has been  disposed  of in
accordance with a Shelf Registration  Statement (and the purchasers thereof have
been  issued  Exchange  Notes),  or (c) the date on which such  Initial  Note is
distributed  to the public  pursuant  to Rule 144 under the Act (and  purchasers
thereof have been issued  Exchange  Notes) and each Exchange Note until the date
on which such  Exchange Note is disposed of by a  Broker-Dealer  pursuant to the
"Plan of Distribution" contemplated by the Exchange Offer Registration Statement
(including the delivery of the Prospectus contained therein).

     Underwritten Registration:  A registration in which the Transfer Restricted
Securities are sold to an underwriter for offering and sale to the public.

SECTION 2. HOLDERS

     A Person is deemed to be a holder of Transfer Restricted  Securities (each,
a "Holder") whenever such Person owns Transfer Restricted Securities.

SECTION 3. REGISTERED EXCHANGE OFFER

     (a) Unless the Exchange Offer shall not be permitted by applicable  federal
law (after the procedures set forth in Section  6(a)(i) below have been complied
with),  the  Company  and the  Guarantors  shall (i) cause  the  Exchange  Offer
Registration  Statement to be filed with the  Commission as soon as  practicable
after the  Closing  Date,  but in no event later than 120 days after the Closing
Date (such day being the  "Filing  Deadline"),  (ii) use their  reasonable  best
efforts to cause such Exchange Offer Registration  Statement to become effective
at the  earliest  possible  time,  but in no event later than 210 days after the
Closing  Date  (such  210th day being the  "Effectiveness  Deadline"),  (iii) in
connection  with the foregoing,  (A) file all  pre-effective  amendments to such
Exchange Offer  Registration  Statement as may be necessary in order to cause it
to become effective,  (B) file, if applicable,  a prospectus  supplement to such
Exchange Offer  Registration  Statement  pursuant to Rule 430A under the Act and
(C) cause all necessary filings, if any, in connection with the registration and
qualification  of the Exchange  Notes to be made under the Blue Sky laws of such
jurisdictions as are necessary to permit Consummation of the Exchange Offer, and
(iv) upon the  effectiveness  of such  Exchange  Offer  Registration  Statement,
commence and Consummate the Exchange  Offer.  The Exchange Offer shall be on the
appropriate form permitting (i) registration of the Exchange Notes to be offered
in exchange for the Initial Notes that are Transfer  Restricted  Securities  and


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(ii) resales of Exchange Notes by Broker-Dealers that tendered into the Exchange
Offer  Initial  Notes that any  Broker-Dealer  acquired for its own account as a
result of market  making  activities  or other  trading  activities  (other than
Initial Notes  acquired  directly from the Company or any of its  Affiliates) as
contemplated by Section 3(c) below.

     (b) The Company and the Guarantors  shall use their respective best efforts
to cause the Exchange Offer Registration Statement to be effective continuously,
and shall keep the Exchange Offer open for a period of not less than the minimum
period required under applicable federal and state securities laws to Consummate
the Exchange  Offer;  provided,  however,  that in no event shall such period be
less than 20  Business  Days.  The Company  and the  Guarantors  shall cause the
Exchange Offer to comply with all applicable  federal and state securities laws.
No  securities  other than the Exchange  Notes shall be included in the Exchange
Offer  Registration  Statement.  The Company and the Guarantors  shall use their
respective  best efforts to cause the Exchange  Offer to be  Consummated  on the
earliest  practicable date after the Exchange Offer  Registration  Statement has
become  effective,  but in no event later than the 30th Business Day  thereafter
(such 30th day being the "Consummation Deadline").

     (c) The  Company  shall  include a "Plan of  Distribution"  section  in the
Prospectus  contained in the Exchange Offer Registration  Statement and indicate
therein that any  Broker-Dealer  who holds Transfer  Restricted  Securities that
were acquired for the account of such Broker-Dealer as a result of market-making
activities  or other  trading  activities  (other than  Initial  Notes  acquired
directly from the Company or any  Affiliate of the  Company),  may exchange such
Transfer  Restricted  Securities  pursuant to the Exchange Offer.  Such "Plan of
Distribution"  section shall also contain all other  information with respect to
such sales by such  Broker-Dealers  that the  Commission may require in order to
permit such sales pursuant  thereto,  but such "Plan of Distribution"  shall not
name any such  Broker-Dealer  or  disclose  the  amount of  Transfer  Restricted
Securities held by any such Broker-Dealer,  except to the extent required by the
Commission  as a result of a change in policy,  rules or  regulations  after the
date of this Agreement.  See the Shearman & Sterling no-action letter (available
July 2, 1993).

     Because such Broker-Dealer may be deemed to be an "underwriter"  within the
meaning  of the Act and  must,  therefore,  deliver  a  prospectus  meeting  the
requirements  of the Act in  connection  with its initial  sale of any  Exchange
Notes received by such  Broker-Dealer in the Exchange Offer, the Company and the
Guarantors  shall  permit the use of the  Prospectus  contained  in the Exchange
Offer  Registration  Statement by such  Broker-Dealer to satisfy such prospectus
delivery  requirement.  To the extent  necessary  to ensure that the  prospectus
contained in the Exchange Offer Registration Statement is available for sales of
Exchange Notes by  Broker-Dealers,  the Company and the Guarantors  agree to use
their respective best efforts to keep the Exchange Offer Registration  Statement
continuously  effective,  supplemented,  amended  and current as required by and
subject to the provisions of Sections 6(a) and (c) hereof and in conformity with
the  requirements  of  this  Agreement,  the Act and  the  policies,  rules  and
regulations  of the  Commission as announced  from time to time, for a period of
one year from the Consummation Deadline or such shorter period as will terminate
when all Transfer Restricted  Securities covered by such Registration  Statement
have been sold pursuant  thereto.  The Company and the Guarantors  shall provide
sufficient   copies  of  the  latest   version  of  such   Prospectus   to  such
Broker-Dealers,  promptly upon request, and in no event later than one day after
such request, at any time during such period.



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SECTION 4. SHELF REGISTRATION

     (a) Shelf  Registration.  If (i) the  Exchange  Offer is not  permitted  by
applicable  law (after the Company and the  Guarantors  have  complied  with the
procedures set forth in Section 6(a)(i) below) or (ii) if any Holder of Transfer
Restricted Securities shall notify the Company within 20 Business Days following
the  Consummation  Deadline  that  (A)  such  Holder  was  prohibited  by law or
Commission  policy from  participating  in the Exchange Offer or (B) such Holder
may not resell the Exchange  Notes  acquired by it in the Exchange  Offer to the
public  without  delivering a  prospectus  and the  Prospectus  contained in the
Exchange Offer  Registration  Statement is not appropriate or available for such
resales by such Holder or (C) such Holder is a  Broker-Dealer  and holds Initial
Notes  acquired  directly  from the Company or any of its  Affiliates,  then the
Company and the Guarantors shall:

               (x) cause to be filed,  on or prior to 30 days after the  earlier
          of (i) the date on which  the  Company  determines  that the  Exchange
          Offer  Registration  Statement  cannot  be filed as a result of clause
          (a)(i)  above  and (ii) the date on which  the  Company  receives  the
          notice  specified in clause  (a)(ii)  above (such  earlier  date,  the
          "Filing  Deadline"),  a shelf registration  statement pursuant to Rule
          415 under the Act (which may be an  amendment  to the  Exchange  Offer
          Registration Statement (the "Shelf Registration Statement")), relating
          to all Transfer Restricted Securities, and

               (y) shall use their  respective  best efforts to cause such Shelf
          Registration  Statement  to  become  effective  on or prior to 60 days
          after the Filing Deadline for the Shelf  Registration  Statement (such
          60th day the "Effectiveness Deadline").

     If, after the Company has filed an Exchange  Offer  Registration  Statement
that satisfies the  requirements of Section 3(a) above,  the Company is required
to file and make  effective a Shelf  Registration  Statement  solely because the
Exchange  Offer is not  permitted  under  applicable  federal law (i.e.,  clause
(a)(i)  above),  then the filing of the Exchange  Offer  Registration  Statement
shall be deemed to satisfy the requirements of clause (x) above;  provided that,
in such event,  the Company  shall remain  obligated  to meet the  Effectiveness
Deadline set forth in clause (y).

     To the extent necessary to ensure that the Shelf Registration  Statement is
available for sales of Transfer  Restricted  Securities  by the Holders  thereof
entitled to the benefit of this Section 4(a) and the other  securities  required
to be registered  therein pursuant to Section  6(b)(ii) hereof,  the Company and
the  Guarantors  shall  use  their  respective  best  efforts  to keep any Shelf
Registration  Statement  required by this Section 4(a)  continuously  effective,
supplemented,  amended and current as required by and subject to the  provisions
of Sections 6(b) and (c) hereof and in conformity with the  requirements of this
Agreement,  the Act and the policies, rules and regulations of the Commission as
announced  from time to time,  for a period  of at least two years (as  extended
pursuant to Section 6(d))  following the Closing or such shorter  period as will
terminate  when  all  Transfer  Restricted  Securities  covered  by  such  Shelf
Registration Statement have been sold pursuant thereto.

     (b)  Provision by Holders of Certain  Information  in  Connection  with the
Shelf Registration  Statement.  No Holder of Transfer Restricted  Securities may


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include any of its  Transfer  Restricted  Securities  in any Shelf  Registration
Statement  pursuant to this Agreement  unless and until such Holder furnishes to
the Company in writing,  within 20 days after receipt of a request therefor, the
information  specified in Item 507 or 508 of Regulation  S-K, as applicable,  of
the  Act  for  use in  connection  with  any  Shelf  Registration  Statement  or
Prospectus or preliminary  Prospectus  included  therein.  No Holder of Transfer
Restricted  Securities  shall be  entitled  to  liquidated  damages  pursuant to
Section 5 hereof  unless such Holder shall have  provided  all such  information
within the time frame  required  above.  Each selling  Holder agrees to promptly
furnish  additional  information  required to be  disclosed in order to make the
information  previously  furnished to the Company by such Holder not  materially
misleading.

SECTION 5. LIQUIDATED DAMAGES

     If (i) any Registration  Statement  required by this Agreement is not filed
with the Commission on or prior to the applicable Filing Deadline, (ii) any such
Registration  Statement has not been declared  effective by the Commission on or
prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not
been  Consummated  on  or  prior  to  the  Consummation  Deadline  or  (iv)  any
Registration  Statement  required  by  this  Agreement  is  filed  and  declared
effective  but shall  thereafter  cease to be effective or fail to be usable for
its intended  purpose  during the required time period  without being  succeeded
within two Business  Days by a  post-effective  amendment  to such  Registration
Statement that cures such failure and that is itself declared  effective  within
seven Business Days of filing such post-effective amendment to such Registration
Statement  (each  such  event  referred  to  in  clauses  (i)  through  (iv),  a
"Registration Default"),  then the Company and the Guarantors hereby jointly and
severally agree to pay to each Holder of Transfer Restricted Securities affected
thereby  liquidated  damages in an amount  equal to $0.05 per week per $1,000 in
principal amount of Transfer Restricted  Securities held by such Holder for each
week or portion thereof that the  Registration  Default  continues for the first
90-day period immediately following the occurrence of such Registration Default.
The amount of the liquidated  damages shall increase by an additional  $0.05 per
week per $1,000 in  principal  amount of  Transfer  Restricted  Securities  with
respect to each subsequent  90-day period until all  Registration  Defaults have
been cured,  up to a maximum amount of liquidated  damages of $0.50 per week per
$1,000 in principal amount of Transfer Restricted Securities;  provided that the
Company  and the  Guarantors  shall in no event be  required  to pay  liquidated
damages   for  more  than  one   Registration   Default   at  any  given   time.
Notwithstanding  anything to the contrary set forth  herein,  (1) upon filing of
the Exchange Offer  Registration  Statement  (and/or,  if applicable,  the Shelf
Registration Statement), in the case of (i) above, (2) upon the effectiveness of
the Exchange Offer  Registration  Statement  (and/or,  if applicable,  the Shelf
Registration Statement), in the case of (ii) above, (3) upon Consummation of the
Exchange  Offer,  in the  case of (iii)  above,  or (4)  upon  the  filing  of a
post-effective   amendment  to  the  Registration  Statement  or  an  additional
Registration  Statement  that causes the Exchange Offer  Registration  Statement
(and/or, if applicable,  the Shelf Registration  Statement) to again be declared
effective  or made  usable in the case of (iv)  above,  the  liquidated  damages
payable with respect to the Transfer  Restricted  Securities as a result of such
clause (i), (ii), (iii) or (iv), as applicable, shall cease.

     All  accrued  liquidated  damages  shall  be paid to the  Holders  entitled
thereto, in the manner provided for the payment of interest in the Indenture, on
each  Interest  Payment  Date,  as more fully set forth in the Indenture and the
Notes. Notwithstanding the fact that any securities for which liquidated damages


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are due cease to be  Transfer  Restricted  Securities,  all  obligations  of the
Company and the Guarantors to pay liquidated  damages with respect to securities
shall  survive  until  such  time  as  such  obligations  with  respect  to such
securities shall have been satisfied in full.

SECTION 6. REGISTRATION PROCEDURES

     (a) Exchange Offer Registration  Statement. In connection with the Exchange
Offer,  the Company  and the  Guarantors  shall (x) comply  with all  applicable
provisions  of Section  6(c) below,  (y) use their  respective  best  efforts to
effect  such   exchange   and  to  permit  the  resale  of  Exchange   Notes  by
Broker-Dealers  that  tendered in the  Exchange  Offer  Initial  Notes that such
Broker-Dealer  acquired  for its own  account as a result of its  market  making
activities  or other  trading  activities  (other than  Initial  Notes  acquired
directly  from the Company or any of its  Affiliates)  being sold in  accordance
with the intended method or methods of distribution thereof, and (z) comply with
all of the following provisions:

          (i) If, following the date hereof there has been announced a change in
     Commission  policy  with  respect to exchange  offers such as the  Exchange
     Offer,  that in the  reasonable  opinion of counsel to the Company raises a
     substantial  question  as to whether the  Exchange  Offer is  permitted  by
     applicable  law,  the Company  and the  Guarantors  hereby  agree to seek a
     no-action letter or other favorable  decision from the Commission  allowing
     the Company and the  Guarantors to  Consummate  an Exchange  Offer for such
     Transfer Restricted Securities. The Company and the Guarantors hereby agree
     to pursue the issuance of such a decision to the Commission staff level. In
     connection with the foregoing,  the Company and the Guarantors hereby agree
     to take  all such  other  actions  as may be  reasonably  requested  by the
     Commission or otherwise  required in  connection  with the issuance of such
     decision,  including  without  limitation (A)  participating  in telephonic
     conferences with the Commission,  (B) delivering to the Commission staff an
     analysis  prepared by counsel to the Company setting forth the legal bases,
     if any, upon which such counsel has concluded  that such an Exchange  Offer
     should be permitted and (C)  diligently  pursuing a resolution  (which need
     not be favorable) by the Commission staff.

          (ii) As a condition to its  participation in the Exchange Offer,  each
     Holder of Transfer Restricted  Securities  (including,  without limitation,
     any Holder who is a Broker Dealer) shall  furnish,  upon the request of the
     Company,  prior  to the  Consummation  of the  Exchange  Offer,  a  written
     representation to the Company and the Guarantors (which may be contained in
     the letter of transmittal  contemplated by the Exchange Offer  Registration
     Statement)  to the effect that (A) it is not an  Affiliate  of the Company,
     (B) it is not  engaged  in,  and does not  intend to engage  in, and has no
     arrangement  or  understanding   with  any  person  to  participate  in,  a
     distribution  of the Exchange  Notes to be issued in the Exchange Offer and
     (C) it is acquiring the Exchange Notes in its ordinary  course of business.
     As a condition to its participation in the Exchange Offer each Holder using
     the Exchange Offer to  participate in a distribution  of the Exchange Notes
     shall  acknowledge  and agree that,  if the  resales are of Exchange  Notes
     obtained by such Holder in exchange  for Initial  Notes  acquired  directly
     from  the  Company  or an  Affiliate  thereof,  it  (1)  could  not,  under
     Commission  policy as in effect on the date of this Agreement,  rely on the


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     position of the  Commission  enunciated  in Morgan  Stanley  and Co.,  Inc.
     (available June 5, 1991) and Exxon Capital Holdings Corporation  (available
     May 13, 1988),  as  interpreted  in the  Commission's  letter to Shearman &
     Sterling dated July 2, 1993, and similar no-action letters  (including,  if
     applicable,  any no-action  letter obtained  pursuant to clause (i) above),
     and  (2)  must  comply  with  the  registration  and  prospectus   delivery
     requirements of the Act in connection with a secondary  resale  transaction
     and  that  such a  secondary  resale  transaction  must  be  covered  by an
     effective  registration  statement  containing the selling  security holder
     information required by Item 507 or 508, as applicable, of Regulation S-K.

          (iii)  Prior  to  effectiveness  of the  Exchange  Offer  Registration
     Statement,  the Company and the  Guarantors  shall  provide a  supplemental
     letter to the  Commission  (A) stating that the Company and the  Guarantors
     are  registering  the  Exchange  Offer in reliance  on the  position of the
     Commission enunciated in Exxon Capital Holdings Corporation  (available May
     13,  1988),  Morgan  Stanley  and Co.,  Inc.  (available  June 5,  1991) as
     interpreted in the Commission's letter to Shearman & Sterling dated July 2,
     1993, and, if applicable,  any no-action letter obtained pursuant to clause
     (i) above, (B) including a representation  that neither the Company nor any
     of the Guarantors has entered into any  arrangement or  understanding  with
     any Person to distribute  the Exchange Notes to be received in the Exchange
     Offer  and  that,  to  the  best  of the  Company's  and  each  Guarantor's
     information and belief, each Holder  participating in the Exchange Offer is
     acquiring the Exchange Notes in its ordinary  course of business and has no
     arrangement  or  understanding  with  any  Person  to  participate  in  the
     distribution  of the Exchange  Notes received in the Exchange Offer and (C)
     any other undertaking or  representation  required by the Commission as set
     forth in any no-action  letter  obtained  pursuant to clause (i) above,  if
     applicable.

     (b) Shelf Registration Statement. In connection with the Shelf Registration
Statement, the Company and the Guarantors shall:

          (i) comply with all the provisions of Section 6(c) below and use their
     respective  best efforts to effect such  registration to permit the sale of
     the  Transfer  Restricted  Securities  being  sold in  accordance  with the
     intended  method or methods of  distribution  thereof (as  indicated in the
     information  furnished to the Company pursuant to Section 4(b) hereof), and
     pursuant  thereto the Company and the Guarantors will prepare and file with
     the Commission a Registration Statement relating to the registration on any
     appropriate  form under the Act, which form shall be available for the sale
     of the  Transfer  Restricted  Securities  in  accordance  with the intended
     method or methods of  distribution  thereof  within  the time  periods  and
     otherwise in accordance with the provisions hereof.

          (ii) issue,  upon the request of any Holder or purchaser(s) of Initial
     Notes  covered by any Shelf  Registration  Statement  contemplated  by this
     Agreement, Exchange Notes having an aggregate principal amount equal to the
     aggregate  principal  amount of Initial  Notes sold  pursuant  to the Shelf
     Registration Statement and surrendered to the Company for cancellation; the
     Company shall register Exchange Notes on the Shelf  Registration  Statement


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     for this  purpose  and  issue the  Exchange  Notes to the  purchaser(s)  of
     securities subject to the Shelf Registration Statement in the names as such
     purchaser(s) shall designate.

     (c) General Provisions.  In connection with any Registration  Statement and
any  related  Prospectus  required  by  this  Agreement,  the  Company  and  the
Guarantors shall:

          (i) use  their  respective  best  efforts  to keep  such  Registration
     Statement  continuously  effective  and  provide  all  requisite  financial
     statements for the period specified in Section 3 or 4 of this Agreement, as
     applicable.  Upon the  occurrence  of any event that  would  cause any such
     Registration  Statement or the Prospectus  contained therein (A) to contain
     an untrue  statement of material  fact or omit to state any  material  fact
     necessary to make the  statements  therein not  misleading or (B) not to be
     effective and usable for resale of Transfer  Restricted  Securities  during
     the period required by this Agreement, the Company and the Guarantors shall
     file promptly, subject to Section 6(c)(5), an appropriate amendment to such
     Registration  Statement  curing such defect,  and, if Commission  review is
     required,  use their  respective best efforts to cause such amendment to be
     declared effective as soon as practicable.

          (ii)  prepare  and  file  with  the  Commission  such  amendments  and
     post-effective  amendments to the applicable  Registration Statement as may
     be  necessary  to  keep  such  Registration  Statement  effective  for  the
     applicable  period set forth in Section 3 or 4 hereof,  as the case may be;
     cause  the  Prospectus  to  be  supplemented  by  any  required  Prospectus
     supplement,  and as so  supplemented to be filed pursuant to Rule 424 under
     the Act, and to comply fully with Rules 424,  430A and 462, as  applicable,
     under the Act in a timely manner; and comply with the provisions of the Act
     with  respect  to  the  disposition  of  all  securities  covered  by  such
     Registration  Statement during the applicable period in accordance with the
     intended method or methods of distribution by the sellers thereof set forth
     in such Registration Statement or supplement to the Prospectus;

          (iii) advise each Holder and the Initial  Purchasers  promptly and, if
     requested by such  Persons,  confirm  such advice in writing,  (A) when the
     Prospectus or any  Prospectus  supplement or  post-effective  amendment has
     been filed, and, with respect to any applicable  Registration  Statement or
     any post-effective  amendment thereto,  when the same has become effective,
     (B) of any request by the  Commission  for  amendments to the  Registration
     Statement or amendments or  supplements to the Prospectus or for additional
     information  relating thereto, (C) of the issuance by the Commission of any
     stop order suspending the effectiveness of the Registration Statement under
     the Act or of the  suspension  by any state  securities  commission  of the
     qualification of the Transfer Restricted Securities for offering or sale in
     any  jurisdiction,  or the  initiation  of any  proceeding  for  any of the
     preceding  purposes,  and (D) of the existence of any fact or the happening
     of any  event  that  makes any  statement  of a  material  fact made in the
     Registration Statement, the Prospectus, any amendment or supplement thereto
     or any document  incorporated by reference therein untrue, or that requires
     the making of any additions to or changes in the Registration  Statement in
     order to make the statements  therein,  in light of the circumstances under
     which they were made,  not  misleading,  or that requires the making of any
     additions to or changes in the  Prospectus in order to make the  statements
     therein,  in the light of the circumstances under which they were made, not


                                       10
<PAGE>

     misleading.  If at any time  the  Commission  shall  issue  any stop  order
     suspending the  effectiveness of the Registration  Statement,  or any state
     securities  commission or other  regulatory  authority shall issue an order
     suspending  the  qualification  or  exemption  from  qualification  of  the
     Transfer Restricted Securities under state securities or Blue Sky laws, the
     Company  and the  Guarantors  shall use their  respective  best  efforts to
     obtain the  withdrawal  or lifting of such order at the  earliest  possible
     time;

          (iv) subject to Section 6(c)(i),  if any fact or event contemplated by
     Section  6(c)(iii)(D)  above  shall  exist  or  have  occurred,  prepare  a
     supplement or  post-effective  amendment to the  Registration  Statement or
     related  Prospectus  or any document  incorporated  therein by reference or
     file any other  required  document so that, as thereafter  delivered to the
     purchasers  of Transfer  Restricted  Securities,  the  Prospectus  will not
     contain  an  untrue  statement  of a  material  fact or omit to  state  any
     material fact necessary to make the statements therein, in the light of the
     circumstances under which they were made, not misleading;

          (v) furnish to each Holder and the Initial  Purchasers  in  connection
     with such  exchange or sale,  if any,  before  filing with the  Commission,
     copies of any Registration  Statement or any Prospectus included therein or
     any  amendments  or  supplements  to any  such  Registration  Statement  or
     Prospectus  (including all documents  incorporated  by reference  after the
     initial filing of such  Registration  Statement),  which  documents will be
     subject to the review and comment of such Persons in  connection  with such
     sale, if any, for a period of at least five Business  Days, and the Company
     will  not  file  any  such  Registration  Statement  or  Prospectus  or any
     amendment or  supplement to any such  Registration  Statement or Prospectus
     (including  all such  documents  incorporated  by  reference) to which such
     Persons shall reasonably object within five Business Days after the receipt
     thereof. Any of such Persons shall be deemed to have reasonably objected to
     such  filing  if such  Registration  Statement,  amendment,  Prospectus  or
     supplement,  as  applicable,  as proposed  to be filed,  contains an untrue
     statement of a material fact or omits to state any material fact  necessary
     to make the  statements  therein not misleading or fails to comply with the
     applicable requirements of the Act;

          (vi)  promptly  prior  to the  filing  of any  document  that is to be
     incorporated  by reference  into a  Registration  Statement or  Prospectus,
     provide  copies of such document to each Holder and the Initial  Purchasers
     in  connection  with such  exchange or sale, if any, make the Company's and
     the Guarantors'  representatives  available for discussion of such document
     and other customary due diligence matters,  and include such information in
     such document  prior to the filing  thereof as such Persons may  reasonably
     request;

          (vii) make  available,  at reasonable  times,  for  inspection by each
     Holder and the Initial  Purchasers and any attorney or accountant  retained
     by such  Persons,  all  financial and other  records,  pertinent  corporate
     documents of the Company and the Guarantors and cause the Company's and the
     Guarantors'  officers,  directors and  employees to supply all  information
     reasonably  requested  by  any  such  Holder,  attorney  or  accountant  in
     connection with such Registration Statement or any post-effective amendment
     thereto subsequent to the filing thereof and prior to its effectiveness;

                                       11
<PAGE>

          (viii)  if  requested  by any  Holder  or the  Initial  Purchasers  in
     connection with such exchange or sale, promptly include in any Registration
     Statement  or  Prospectus,  pursuant  to  a  supplement  or  post-effective
     amendment if necessary,  such  information  as such Persons may  reasonably
     request  to  have  included   therein,   including,   without   limitation,
     information  relating  to  the  "Plan  of  Distribution"  of  the  Transfer
     Restricted  Securities;  and make all required  filings of such  Prospectus
     supplement or post-effective  amendment as soon as practicable,  subject to
     Section  6(c)(5),  after the  Company  is  notified  of the  matters  to be
     included in such Prospectus supplement or post-effective amendment;

          (ix) furnish to each Holder and the Initial  Purchasers  in connection
     with  such  exchange  or sale,  without  charge,  at least  one copy of the
     Registration  Statement,  as first filed with the  Commission,  and of each
     amendment  thereto,  including  all  documents  incorporated  by  reference
     therein  and all  exhibits  (including  exhibits  incorporated  therein  by
     reference);

          (x)  deliver to each  Holder  without  charge,  as many  copies of the
     Prospectus  (including  each  preliminary  prospectus) and any amendment or
     supplement thereto as such Persons reasonably may request;  the Company and
     the Guarantors  hereby  consent to the use (in accordance  with law) of the
     Prospectus  and any amendment or supplement  thereto by each selling Holder
     in  connection  with the offering  and the sale of the Transfer  Restricted
     Securities  covered  by the  Prospectus  or  any  amendment  or  supplement
     thereto;

          (xi) upon the  request  of any  Holder,  enter  into  such  agreements
     (including  underwriting  agreements)  and make  such  representations  and
     warranties and take all such other actions in connection therewith in order
     to  expedite or  facilitate  the  disposition  of the  Transfer  Restricted
     Securities pursuant to any applicable  Registration  Statement contemplated
     by  this  Agreement  as may be  reasonably  requested  by  such  Person  in
     connection with any sale or resale pursuant to any applicable  Registration
     Statement. In such connection, the Company and the Guarantors shall:

               (A)  upon  request  of any  Holder,  furnish  (or in the  case of
          paragraphs (2) and (3), use its best efforts to cause to be furnished)
          to each Holder,  upon  Consummation  of the Exchange Offer or upon the
          effectiveness of the Shelf Registration Statement, as the case may be:

                    (1) a certificate,  dated such date, signed on behalf of the
               Company and each of the  Guarantors  by (x) the  President or any
               Vice  President  and  (y) a  principal  financial  or  accounting
               officer of the Company and such Guarantor,  confirming, as of the
               date  thereof,  the matters  set forth in  Sections  6(a) and (b)
               (with  respect  to  the  applicable  registration  statement  and
               prospectus),  9(a) and 9(b) of the  Purchase  Agreement  and such
               other similar matters as such Holders may reasonably request;

                    (2) an  opinion,  dated  the  date  of  Consummation  of the
               Exchange  Offer  or  the  date  of  effectiveness  of  the  Shelf
               Registration  Statement,  as the case may be, of counsel  for the


                                       12
<PAGE>

               Company and the Guarantors  covering matters similar to those set
               forth in paragraph (e) of Section 9 of the Purchase Agreement and
               such other matter as such Holder may reasonably  request,  and in
               any event  including a statement  to the effect that such counsel
               has   participated   in  conferences   with  officers  and  other
               representatives of the Company and the Guarantor, representatives
               of the  independent  public  accountants  for the Company and the
               Guarantors and have considered the matters  required to be stated
               therein  and the  statements  contained  therein,  although  such
               counsel has not independently verified the accuracy, completeness
               or fairness of such  statements;  and that such  counsel  advises
               that, on the basis of the foregoing (relying as to materiality to
               the extent such counsel deems  appropriate upon the statements of
               officers  and  other  representatives  of  the  Company  and  the
               Guarantors) and without  independent  check or  verification,  no
               facts came to such  counsel's  attention that caused such counsel
               to believe that the  applicable  Registration  Statement,  at the
               time such Registration Statement or any post-effective  amendment
               thereto  became  effective and, in the case of the Exchange Offer
               Registration  Statement,  as of the date of  Consummation  of the
               Exchange Offer,  contained an untrue statement of a material fact
               or omitted to state a material fact required to be stated therein
               or necessary to make the statements  therein not  misleading,  or
               that the Prospectus  contained in such Registration  Statement as
               of its date  and,  in the case of the  opinion  dated the date of
               Consummation   of  the  Exchange   Offer,   as  of  the  date  of
               Consummation, contained an untrue statement of a material fact or
               omitted to state a material  fact  necessary in order to make the
               statements therein, in the light of the circumstances under which
               they were made, not misleading.  Without  limiting the foregoing,
               such  counsel  may state  further  that such  counsel  assumes no
               responsibility  for,  and has  not  independently  verified,  the
               accuracy,  completeness or fairness of the financial  statements,
               notes and  schedules  and other  financial  data  included in any
               Registration  Statement  contemplated  by this  Agreement  or the
               related Prospectus; and

                    (3)  a  customary   comfort   letter,   dated  the  date  of
               Consummation  of  the  Exchange  Offer,  or as  of  the  date  of
               effectiveness of the Shelf  Registration  Statement,  as the case
               may  be,  from  the  Company's  independent  accountants,  in the
               customary  form and  covering  matters  of the  type  customarily
               covered in comfort  letters to  underwriters  in connection  with
               underwritten  offerings,  and  affirming the matters set forth in
               the comfort  letters  delivered  pursuant to Section  9(g) of the
               Purchase Agreement; and

               (B)  deliver  such other  documents  and  certificates  as may be
          reasonably  requested  by the selling  Holders to evidence  compliance
          with the  matters  covered in clause (A) above and with any  customary
          conditions  contained in any agreement entered into by the Company and
          the Guarantors pursuant to this clause (xi);

          (xii) prior to any public offering of Transfer Restricted  Securities,
     cooperate with the selling Holders and their counsel in connection with the
     registration and qualification of the Transfer Restricted  Securities under
     the  securities  or Blue  Sky  laws of such  jurisdictions  as the  selling


                                       13
<PAGE>

     Holders may request  and do any and all other acts or things  necessary  or
     advisable to enable the disposition in such  jurisdictions  of the Transfer
     Restricted  Securities  covered by the applicable  Registration  Statement;
     provided,  however,  that  neither the Company nor any  Guarantor  shall be
     required to register  or qualify as a foreign  corporation  where it is not
     now so qualified or to take any action that would subject it to the service
     of  process  in  suits  or  to  taxation,  other  than  as to  matters  and
     transactions  relating to the Registration  Statement,  in any jurisdiction
     where it is not now so subject;

          (xiii) in connection with any sale of Transfer  Restricted  Securities
     that will result in such  securities  no longer being  Transfer  Restricted
     Securities, cooperate with the Holders to facilitate the timely preparation
     and delivery of certificates representing Transfer Restricted Securities to
     be sold and not  bearing any  restrictive  legends;  and to  register  such
     Transfer Restricted  Securities in such denominations and such names as the
     selling  Holders may request at least two Business  Days prior to such sale
     of Transfer Restricted Securities;

          (xiv) use their  respective  best efforts to cause the  disposition of
     the Transfer Restricted Securities covered by the Registration Statement to
     be  registered  with or approved by such other  govern  mental  agencies or
     authorities as may be necessary to enable the seller or sellers  thereof to
     consummate the disposition of such Transfer Restricted Securities,  subject
     to the proviso contained in clause (xii) above;

          (xv) provide a CUSIP number for all Transfer Restricted Securities not
     later than the effective  date of a  Registration  Statement  covering such
     Transfer Restricted  Securities and provide the Trustee under the Indenture
     with printed certificates for the Transfer Restricted  Securities which are
     in a form eligible for deposit with the Depository Trust Company;

          (xvi)  otherwise use their  respective best efforts to comply with all
     applicable  rules and  regulations  of the  Commission,  and make generally
     available   to  its  security   holders  with  regard  to  any   applicable
     Registration  Statement,  as soon as practicable,  a consolidated  earnings
     statement  meeting the requirements of Rule 158 (which need not be audited)
     covering a twelve-month  period  beginning  after the effective date of the
     Registration  Statement  (as such term is defined in paragraph  (c) of Rule
     158 under the Act);

          (xvii) cause the  Indenture  to be  qualified  under the TIA not later
     than the effective  date of the first  Registration  Statement  required by
     this Agreement and, in connection therewith, cooperate with the Trustee and
     the Holders to effect such changes to the  Indenture as may be required for
     such Indenture to be so qualified in accordance  with the terms of the TIA;
     and execute and use its best  efforts to cause the Trustee to execute,  all
     documents  that may be required to effect such  changes and all other forms
     and  documents  required  to be filed with the  Commission  to enable  such
     Indenture to be so qualified in a timely manner; and

                                       14
<PAGE>

          (xviii) provide promptly to each Holder,  upon request,  each document
     filed with the  Commission  pursuant to the  requirements  of Section 13 or
     Section 15(d) of the Exchange Act.

     (d)  Restrictions  on  Holders.  Each  Holder  agrees by  acquisition  of a
Transfer  Restricted  Security that,  upon receipt of the notice  referred to in
Section 6(c)(iii)(C) or any notice from the Company of the existence of any fact
of  the  kind  described  in  Section  6(c)(iii)(D)  hereof  (in  each  case,  a
"Suspension  Notice"),  such Holder will  forthwith  discontinue  disposition of
Transfer Restricted Securities pursuant to the applicable Registration Statement
until (i) such  Holder  has  received  copies  of the  supplemented  or  amended
Prospectus contemplated by Section 6(c)(iv) hereof as filed with the Commission,
or (ii) such  Holder is advised in  writing by the  Company  that the use of the
Prospectus  may be  resumed,  and  has  received  copies  of any  additional  or
supplemental  filings that are  incorporated  by reference in the Prospectus (in
each case, the "Recommencement Date"). Each Holder receiving a Suspension Notice
hereby  agrees  that it will either (i)  destroy  any  Prospectuses,  other than
permanent file copies, then in such Holder's possession which have been replaced
by the Company  with more  recently  dated  Prospectuses  or (ii) deliver to the
Company (at the Company's expense) all copies, other than permanent file copies,
then in such  Holder's  possession  of the  Prospectus  covering  such  Transfer
Restricted  Securities that was current at the time of receipt of the Suspension
Notice.  The  time  period  regarding  the  effectiveness  of such  Registration
Statement set forth in Section 3 or 4 hereof,  as applicable,  shall be extended
by a number of days equal to the number of days in the period from and including
the date of delivery of the Suspension Notice to the Recommencement Date.

SECTION 7. REGISTRATION EXPENSES

     (a) All expenses incident to the Company's and the Guarantors'  performance
of or compliance with this Agreement will be borne by the Company, regardless of
whether  a  Registration   Statement   becomes   effective,   including  without
limitation: (i) all registration and filing fees and expenses; (ii) all fees and
expenses of compliance with federal  securities and state Blue Sky or securities
laws; (iii) all expenses of printing  (including  printing  certificates for the
Exchange Notes to be issued in the Exchange Offer and printing of Prospectuses),
messenger and delivery  services and telephone;  (iv) all fees and disbursements
of counsel for the Company and the  Guarantors;  (v) all  application and filing
fees in  connection  with  listing the Exchange  Notes on a national  securities
exchange or automated quotation system pursuant to the requirements  hereof; and
(vi) all fees and disbursements of independent  certified public  accountants of
the Company and the Guarantors  (including the expenses of any special audit and
comfort letters required by or incident to such performance).

     (b) The Company will, in any event,  bear its and the Guarantors'  internal
expenses  (including,  without  limitation,  all  salaries  and  expenses of its
officers and employees  performing legal or accounting duties),  the expenses of
any annual  audit and the fees and  expenses  of any Person,  including  special
experts, retained by the Company or the Guarantors.

     (c)  In  connection  with  any  Registration  Statement  required  by  this
Agreement  (including,  without  limitation,  the  Exchange  Offer  Registration
Statement and the Shelf Registration Statement),  the Company and the Guarantors


                                       15
<PAGE>

will  reimburse the Initial  Purchasers  and the Holders of Transfer  Restricted
Securities who are tendering  Initial Notes in the Exchange Offer and/or selling
or  reselling  Initial  Notes  or  Exchange  Notes  pursuant  to  the  "Plan  of
Distribution"  contained in the  Exchange  Offer  Registration  Statement or the
Shelf  Registration  Statement,  as  applicable,  for the  reasonable  fees  and
disbursements  of not more than one  counsel,  who  shall be  Latham &  Watkins,
unless  another  firm shall be chosen by the Holders of a majority in  principal
amount of the Transfer Restricted Securities for whose benefit such Registration
Statement is being prepared.

SECTION 8. INDEMNIFICATION

     (a) The  Company  and the  Guarantors  agree,  jointly  and  severally,  to
indemnify  and hold  harmless  each  Holder,  its  directors,  officers and each
Person,  if any, who controls  such Holder  (within the meaning of Section 15 of
the Act or Section 20 of the Exchange Act), from and against any and all losses,
claims,  damages,  liabilities,  judgments,  (including without limitation,  any
legal or other expenses  incurred in connection with  investigating or defending
any  matter,  including  any action  that  could  give rise to any such  losses,
claims,  damages,  liabilities or judgments)  caused by any untrue  statement or
alleged  untrue  statement  of a material  fact  contained  in any  Registration
Statement,  preliminary prospectus or Prospectus (or any amendment or supplement
thereto)  provided by the Company to any Holder or any prospective  purchaser of
Exchange Notes or registered Initial Notes, or caused by any omission or alleged
omission  to state  therein a material  fact  required  to be stated  therein or
necessary to make the statements therein not misleading,  except insofar as such
losses,  claims,  damages,  liabilities  or  judgments  are  caused by an untrue
statement or omission or alleged untrue statement or omission that is based upon
information  relating to any of the Holders  furnished in writing to the Company
by any of the  Holders;  provided  further  that the Company and the  Guarantors
shall not be liable to any Holder or any of such  Holder's  directors,  officers
and Persons  controlling such Holder with respect to any preliminary  prospectus
to the extent that any such losses, claims, damages, liabilities or judgments of
such Person  results  proximately  and primarily  from the fact that such Person
sold  Transfer  Restricted  Securities  to a second Person to whom there was not
sent or given, at or before the written confirmation of such sale, a copy of the
Prospectus  (excluding  documents  incorporated by reference) if the Company has
previously furnished copies thereof to such first Person in compliance with this
Agreement  and the losses,  claims,  damages,  liabilities  or judgments of such
first Person  results  proximately  and  primarily  from an untrue  statement or
omission of a material fact contained in such  preliminary  prospectus which was
corrected in the Prospectus (or the Prospectus as then amended or supplemented).

     (b) Each Holder of Transfer Restricted Securities agrees, severally and not
jointly,  to indemnify  and hold  harmless the Company and the  Guarantors,  and
their respective  directors and officers,  and each person, if any, who controls
(within the meaning of Section 15 of the Act or Section 20 of the Exchange  Act)
the Company,  or the  Guarantors to the same extent as the  foregoing  indemnity
from the Company and the  Guarantors  set forth in Section 8(a) above,  but only
with  reference to information  relating to such Holder  furnished in writing to
the Company by such Holder expressly for use in any Registration  Statement.  In
no event shall any Holder,  its  directors,  officers or any Person who controls
such Holder be liable or  responsible  for any amount in excess of the amount by
which the total  amount  received  by such  Holder  with  respect to its sale of


                                       16
<PAGE>

Transfer Restricted Securities pursuant to a Registration  Statement exceeds (i)
the amount paid by such Holder for such Transfer Restricted  Securities and (ii)
the amount of any  damages  that such  Holder,  its  directors,  officers or any
Person who controls such Holder has otherwise  been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission.

     (c) In case any action shall be commenced  involving  any person in respect
of  which  indemnity  may be  sought  pursuant  to  Section  8(a) or  8(b)  (the
"indemnified  party"),  the  indemnified  party shall promptly notify the person
against whom such indemnity may be sought (the "indemnifying  party") in writing
and the  indemnifying  party shall assume the defense of such action,  including
the employment of counsel  reasonably  satisfactory to the indemnified party and
the payment of all fees and expenses of such counsel,  as incurred  (except that
in the case of any action in respect of which  indemnity may be sought  pursuant
to both  Sections  8(a) and 8(b),  a Holder  shall not be required to assume the
defense of such action  pursuant to this Section 8(c),  but may employ  separate
counsel and participate in the defense thereof, but the fees and expenses of one
such counsel,  except as provided below, shall be at the expense of the Holder).
Any  indemnified  party shall have the right to employ  separate  counsel in any
such action and participate in the defense thereof, but the fees and expenses of
such  counsel  shall be at the expense of the  indemnified  party unless (i) the
employment of such counsel shall have been specifically authorized in writing by
the indemnifying  party, (ii) the indemnifying party shall have failed to assume
the  defense of such action or employ  counsel  reasonably  satisfactory  to the
indemnified  party or (iii) the named parties to any such action  (including any
impleaded  parties)  include  both the  indemnified  party and the  indemnifying
party,  and the  indemnified  party shall have been advised by such counsel that
there may be one or more legal defenses available to it which are different from
or additional to those  available to the  indemnifying  party (in which case the
indemnifying party shall not have the right to assume the defense of such action
on behalf of the indemnified  party).  In any such case, the indemnifying  party
shall not,  in  connection  with any one action or  separate  but  substantially
similar or  related  actions in the same  jurisdiction  arising  out of the same
general  allegations  or  circumstances,  be liable for the fees and expenses of
more than one separate firm of attorneys (in addition to any local  counsel) for
all  indemnified  parties and all such fees and expenses  shall be reimbursed as
they are incurred.  Such firm shall be designated in writing by the Holders of a
majority  of the  Transfer  Restricted  Securities  covered  by  the  applicable
Registration  Statement,  in the case of the  parties  indemnified  pursuant  to
Section  8(a),  and by the  Company  and  Guarantors,  in the  case  of  parties
indemnified pursuant to Section 8(b). The indemnifying party shall indemnify and
hold harmless the indemnified party from and against any and all losses, claims,
damages, liabilities and judgments by reason of any settlement of any action (i)
effected with its written  consent or (ii) effected  without its written consent
if the  settlement  is entered  into more than  twenty  business  days after the
indemnifying  party shall have received a request from the indemnified party for
reimbursement  for the fees and expenses of counsel (in any case where such fees
and expenses  are at the expense of the  indemnifying  party) and,  prior to the
date of such settlement, the indemnifying party shall have failed to comply with
such  reimbursement  request.  No  indemnifying  party shall,  without the prior
written  consent of the indemnified  party,  effect any settlement or compromise
of, or  consent  to the entry of  judgment  with  respect  to,  any  pending  or
threatened  action in  respect of which the  indemnified  party is or could have
been a party and  indemnity  or  contribution  may be or could have been  sought
hereunder  by the  indemnified  party,  unless such  settlement,  compromise  or
judgment (i) includes an unconditional release of the indemnified party from all


                                       17
<PAGE>

liability  on  claims  that are or could  have been the  subject  matter of such
action and (ii) does not include a  statement  as to or an  admission  of fault,
culpability or a failure to act, by or on behalf of the indemnified party.

     (d) To the extent that the  indemnification  provided for in this Section 8
is  unavailable  to an  indemnified  party in  respect  of any  losses,  claims,
damages,  liabilities or judgments  referred to herein,  then each  indemnifying
party, in lieu of indemnifying such indemnified  party,  shall contribute to the
amount  paid or payable by such  indemnified  party as a result of such  losses,
claims,  damages,  liabilities  or  judgments  (i)  in  such  proportion  as  is
appropriate  to reflect the  relative  benefits  received by the Company and the
Guarantors, on the one hand, and the Holders, on the other hand, from their sale
of Transfer  Restricted  Securities or (ii) if the allocation provided by clause
8(d)(i) is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative  benefits  referred to in clause  8(d)(i) above
but also the relative fault of the Company and the Guarantors,  on the one hand,
and of the Holder,  on the other hand,  in  connection  with the  statements  or
omissions  which  resulted  in such  losses,  claims,  damages,  liabilities  or
judgments, as well as any other relevant equitable considerations.  The relative
fault of the Company and the Guarantors,  on the one hand, and of the Holder, on
the other hand, shall be determined by reference to, among other things, whether
the untrue or alleged  untrue  statement  of a material  fact or the omission or
alleged omission to state a material fact relates to information supplied by the
Company or such  Guarantors,  on the one hand,  or by the  Holder,  on the other
hand, and the parties'  relative  intent,  knowledge,  access to information and
opportunity to correct or prevent such statement or omission.

     The Company, the Guarantors and each Holder agree that it would not be just
and equitable if  contribution  pursuant to this Section 8(d) were determined by
pro rata  allocation  (even if the Holders  were  treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount  paid or  payable  by an  indemnified  party as a result  of the  losses,
claims,  damages,  liabilities  or  judgments  referred  to in  the  immediately
preceding  paragraph shall be deemed to include,  subject to the limitations set
forth above, any legal or other expenses  incurred by such indemnified  party in
connection with investigating or defending any matter, including any action that
could have given rise to such losses, claims, damages, liabilities or judgments.
Notwithstanding the provisions of this Section 8, no Holder, its directors,  its
officers or any Person,  if any, who  controls  such Holder shall be required to
contribute,  in the  aggregate,  any amount in excess of the amount by which the
total  received by such Holder with  respect to the sale of Transfer  Restricted
Securities  pursuant to a Registration  Statement exceeds (i) the amount paid by
such Holder for such Transfer  Restricted  Securities and (ii) the amount of any
damages which such Holder has  otherwise  been required to pay by reason of such
untrue or alleged untrue  statement or omission or alleged  omission.  No person
guilty of fraudulent  misrepresentation  (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any person who was not guilty of
such  fraudulent  misrepresentation.  The  Holders'  obligations  to  contribute
pursuant  to this  Section  8(d) are  several in  proportion  to the  respective
principal amount of Transfer Restricted Securities held by each Holder hereunder
and not joint.



                                       18
<PAGE>

SECTION 9. UNDERWRITTEN REGISTRATIONS

     (a) If any  of  the  Transfer  Restricted  Securities  covered  by a  Shelf
Registration  Statement  are to be sold  in an  Underwritten  Registration,  the
managing  underwriters  shall  be  selected  by the  Holders  of a  majority  in
aggregate principal amount of the Transfer Restricted  Securities to be included
in such offering;  provided,  that such managing underwriters must be reasonably
satisfactory to the Company.

     (b) No Holder may participate in any Underwritten Registration, unless such
Holder:  (i)  agrees to sell its  Transfer  Restricted  Securities  on the basis
reasonably provided in any underwriting arrangements approved in accordance with
paragraph (a) above; and (ii) completes and executes all questionnaires,  powers
of attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.

SECTION 10. MISCELLANEOUS

     (a) Remedies. The Company and the Guarantors acknowledge and agree that any
failure by the Company  and/or the  Guarantors  to comply with their  respective
obligations  under  Sections 3 and 4 hereof may result in  material  irreparable
injury to the Initial  Purchasers  or the Holders for which there is no adequate
remedy at law, that it will not be possible to measure damages for such injuries
precisely and that, in the event of any such failure,  the Initial Purchasers or
any Holder may obtain such relief as may be required to specifically enforce the
Company's and the  Guarantors'  obligations  under Sections 3 and 4 hereof.  The
Company and the Guarantors  further agree to waive the defense in any action for
specific performance that a remedy at law would be adequate.

     (b) No Inconsistent Agreements. Neither the Company nor any Guarantor will,
on or after the date of this Agreement, enter into any agreement with respect to
its securities  that is  inconsistent  with the rights granted to the Holders in
this  Agreement or otherwise  conflicts with the  provisions  hereof.  Except as
described  in the  Offering  Circular  (as defined in the  Purchase  Agreement),
neither the Company nor any Guarantor has previously  entered into any agreement
granting  any  registration  rights with respect to its debt  securities  to any
Person.  The rights granted to the Holders  hereunder do not in any way conflict
with and are not  inconsistent  with the rights  granted  to the  holders of the
Company's and the  Guarantors'  securities  under any agreement in effect on the
date hereof.

     (c)  Amendments  and Waivers.  The  provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to or departures from
the  provisions  hereof  may not be given  unless  (i) in the case of  Section 5
hereof and this Section  10(c)(i),  the Company has obtained the written consent
of Holders of all  outstanding  Transfer  Restricted  Securities and (ii) in the
case of all other  provisions  hereof,  the  Company  has  obtained  the written
consent of Holders of a majority of the outstanding principal amount of Transfer
Restricted  Securities  (excluding  Transfer  Restricted  Securities held by the
Company or its Affiliates).  Notwithstanding the foregoing,  a waiver or consent
to departure from the provisions  hereof that relates  exclusively to the rights
of Holders whose Transfer  Restricted  Securities are being tendered pursuant to
the Exchange  Offer,  and that does not affect directly or indirectly the rights
of other Holders whose  Transfer  Restricted  Securities  are not being tendered


                                       19
<PAGE>

pursuant to such  Exchange  Offer,  may be given by the Holders of a majority of
the outstanding  principal amount of Transfer  Restricted  Securities subject to
such Exchange Offer.

     (d) Third Party Beneficiary. The Holders shall be third party beneficiaries
to the agreements made hereunder between the Company and the Guarantors,  on the
one hand,  and the Initial  Purchasers,  on the other  hand,  and shall have the
right to enforce  such  agreements  directly  to the  extent  they may deem such
enforcement  necessary  or  advisable  to  protect  its  rights or the rights of
Holders and, if applicable, affiliated market makers hereunder.

     (e) Notices. All notices and other communications provided for or permitted
hereunder  shall  be  made  in  writing  by   hand-delivery,   first-class  mail
(registered or certified,  return receipt requested),  telex, telecopier, or air
courier guaranteeing overnight delivery:

          (i) if to a Holder,  at the  address  set forth on the  records of the
     Registrar  under  the  Indenture,  with a copy to the  Registrar  under the
     Indenture; and

          (ii) if to the Company or the Guarantors:

                     Horizon PCS, Inc.
                     68 East Main Street
                     Chillicothe, Ohio  45601
                     Telecopier No.:  (740) 772-8200
                     Attention:  President

                     With a copy to:

                     Arnall Golden & Gregory, LLP
                     2800 One Atlantic Center
                     1201 West Peachtree Street
                     Atlanta, Georgia  30309
                     Telecopier No.:  (404) 873-8501
                     Attention:  T. Clark Fitzgerald, III
                                 Donald I. Hackney, Jr.

     All such  notices  and  communications  shall be  deemed  to have been duly
given:  at the time  delivered by hand, if personally  delivered;  five Business
Days after being deposited in the mail, postage prepaid, if mailed; when receipt
acknowledged,  if telecopied;  and on the next business day, if timely delivered
to an air courier guaranteeing overnight delivery.

     Copies  of all  such  notices,  demands  or other  communications  shall be
concurrently  delivered  by the  Person  giving  the same to the  Trustee at the
address specified in the Indenture.

     (f)  Successors and Assigns.  This Agreement  shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties, including
without  limitation and without the need for an express  assignment,  subsequent
Holders;  provided that nothing herein shall be deemed to permit any assignment,
transfer or other disposition of Transfer Restricted  Securities in violation of
the  terms  hereof  or of  the  Purchase  Agreement  or  the  Indenture.  If any


                                       20
<PAGE>

transferee of any Holder shall  acquire  Transfer  Restricted  Securities in any
manner,  whether by  operation of law or  otherwise,  such  Transfer  Restricted
Securities  shall be held subject to all of the terms of this Agreement,  and by
taking and holding  such  Transfer  Restricted  Securities  such Person shall be
conclusively  deemed  to have  agreed to be bound by and to  perform  all of the
terms and provisions of this Agreement, including the restrictions on resale set
forth in this Agreement and, if applicable, the Purchase Agreement or Indenture,
as the case may be, and such Person  shall be  entitled to receive the  benefits
hereof.

     (g)  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
counterparts and by the parties hereto in separate  counterparts,  each of which
when so  executed  shall be  deemed  to be an  original  and all of which  taken
together shall constitute one and the same agreement.

     (h)  Headings.  The  headings  in this  Agreement  are for  convenience  of
reference only and shall not limit or otherwise affect the meaning hereof.

     (i)  Governing  Law. THIS  AGREEMENT  SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE  WITH  THE LAWS OF THE  STATE  OF NEW  YORK,  WITHOUT  REGARD  TO THE
CONFLICT OF LAW RULES THEREOF.

     (j)  Severability.  In the  event  that  any one or more of the  provisions
contained  herein,  or the  application  thereof  in any  circumstance,  is held
invalid, illegal or unenforceable,  the validity, legality and enforceability of
any such  provision  in every  other  respect  and of the  remaining  provisions
contained herein shall not be affected or impaired thereby.

     (k) Entire Agreement.  This Agreement is intended by the parties as a final
expression  of their  agreement  and  intended  to be a complete  and  exclusive
statement of the agreement and understanding of the parties hereto in respect of
the  subject  matter  contained  herein.  There are no  restrictions,  promises,
warranties  or  undertakings,  other than those set forth or  referred to herein
with  respect to the  registration  rights  granted with respect to the Transfer
Restricted  Securities.  This  Agreement  supersedes  all prior  agreements  and
understandings between the parties with respect to such subject matter.



                                       21
<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.

                                    Very truly yours,

                                    HORIZON PCS, INC.


                                    By:  /s/ William A. McKell
                                         ---------------------------------------
                                         Name:  William A. McKell
                                         Title: President

                                    HORIZON PERSONAL COMMUNICATIONS, INC.


                                    By:  /s/ William A. McKell
                                         ---------------------------------------
                                         Name:  William A. McKell
                                         Title: President

                                    BRIGHT PERSONAL COMMUNICATIONS SERVICES, LLC


                                    By:  /s/ Peter Holland
                                         ---------------------------------------
                                         Name:  Peter Holland
                                         Title: Chief Financial Officer



CREDIT SUISSE FIRST BOSTON CORPORATION
FIRST UNION SECURITIES, INC.
BEAR, STEARNS & CO. INC.
LEHMAN BROTHERS INC.

BY:  CREDIT SUISSE FIRST BOSTON CORPORATION



By:  /s/ Christopher E. Morris
     --------------------------------------
     Name:  Christopher E. Morris
     Title: Managing Director

                                       22

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