Exhibit 10.46


                                HORIZON PCS, INC.

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



                                  $175,000,000

                          13 3/4% Senior Notes due 2011




                               PURCHASE AGREEMENT



                                December 4, 2001



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



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                                  $175,000,000

                                HORIZON PCS, INC.

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


                          13 3/4% Senior Notes due 2011




                               PURCHASE AGREEMENT



                                                                December 4, 2001
CREDIT SUISSE FIRST BOSTON CORPORATION
FIRST UNION SECURITIES, INC.
BEAR, STEARNS & CO. INC.
LEHMAN BROTHERS INC.
c/o Credit Suisse First Boston Corporation
11 Madison Avenue
New York, New York 10010

Dear Sirs:

     Horizon PCS,  Inc., a Delaware  corporation  (the  "Company"),  proposes to
issue  and  sell  to  Credit  Suisse  First  Boston  Corporation,   First  Union
Securities,  Inc.,  Bear,  Stearns & Co. Inc. and Lehman Brothers Inc. (each, an
"Initial Purchaser" and collectively, the "Initial Purchasers") the Company's 13
3/4%  Senior  Notes due 2011 (the  "Initial  Notes"),  subject  to the terms and
conditions set forth herein.  The Initial Notes are to be issued pursuant to the
provisions of an indenture (the "Indenture"), to be dated as of the Closing Date
(as defined  below),  among the Company,  the  Guarantors (as defined below) and
Wells Fargo Bank Minnesota,  National  Association,  as trustee (the "Trustee").
The Initial Notes and the Exchange Notes (as defined below) issuable in exchange
therefor are  collectively  referred to herein as the "Notes." The Notes will be
guaranteed (the "Guarantees") by Horizon Personal Communications,  Inc., an Ohio
corporation ("PerCom"),  Bright Personal  Communications  Services, LLC, an Ohio
limited liability company ("Bright"),  and by future subsidiaries of the Company
that become  Restricted  Subsidiaries  (as defined in the Indenture)  other than
Foreign  Subsidiaries (as defined in the Indenture) (each of PerCom,  Bright and
such future  subsidiaries  are referred to as a "Guarantor" and  collectively as
the "Guarantors").  Capitalized terms used but not defined herein shall have the
meanings given to such terms in the Indenture.

     The Company will deposit a portion of the net proceeds from the offering of
the Initial Notes into an escrow account (the "Escrow  Account"),  pursuant to a



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pledge and escrow agreement (the "Pledge and Escrow Agreement"),  to be dated as
of the Closing  Date,  among the Company,  the  Guarantors  and Wells Fargo Bank
Minnesota,  National  Association,  as escrow agent (the "Escrow Agent"),  to be
used to make the first four semi-annual interest payments on the Notes.

     1.  Offering  Circular.  The Initial  Notes will be offered and sold to the
Initial  Purchasers  pursuant to one or more  exemptions  from the  registration
requirements  under the  Securities  Act of 1933,  as amended (the  "Act").  The
Company and the Guarantors have prepared a preliminary offering circular,  dated
November 27, 2001 (the  "Preliminary  Offering  Circular")  and a final offering
circular,  dated  December 4, 2001 (the  "Offering  Circular"),  relating to the
Notes and the Guarantees.

     Upon  original  issuance  thereof,  and  until  such time as the same is no
longer required pursuant to the Indenture, the Initial Notes (and all securities
issued in exchange therefor, in substitution thereof or upon conversion thereof)
shall bear a legend in  substantially  the  following  form,  together with such
other legends as may be set forth in the Indenture:

          "THIS SECURITY HAS NOT BEEN REGISTERED  UNDER THE U.S.  SECURITIES ACT
     OF 1933,  AS AMENDED (THE  "ACT"),  AND,  ACCORDINGLY,  MAY NOT BE OFFERED,
     SOLD,  PLEDGED OR OTHERWISE  TRANSFERRED WITHIN THE UNITED STATES OR TO, OR
     FOR THE  ACCOUNT OR BENEFIT OF,  U.S.  PERSONS,  EXCEPT AS SET FORTH IN THE
     NEXT  SENTENCE.  BY ITS  ACQUISITION  HEREOF  OR OF A  BENEFICIAL  INTEREST
     HEREIN, THE HOLDER:

          (1) REPRESENTS  THAT (i) IT IS A "QUALIFIED  INSTITUTIONAL  BUYER" (AS
          DEFINED  IN RULE 144A UNDER THE ACT)(A  "QIB"),  (ii) IT HAS  ACQUIRED
          THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION
          S UNDER THE ACT OR (iii) IT IS AN INSTITUTIONAL  "ACCREDITED INVESTOR"
          (AS DEFINED IN RULE  501(A)(1),  (2), (3) OR (7) OF REGULATION D UNDER
          THE ACT (AN "IAI")),

          (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS SECURITY
          EXCEPT (i) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (ii) TO A PERSON
          WHOM THE SELLER  REASONABLY  BELIEVES IS A QIB  PURCHASING FOR ITS OWN
          ACCOUNT  OR FOR THE  ACCOUNT  OF A QIB IN A  TRANSACTION  MEETING  THE
          REQUIREMENTS OF RULE 144A,  (iii) IN AN OFFSHORE  TRANSACTION  MEETING
          THE  REQUIREMENTS OF RULE 903 OR 904 OF THE ACT, (iv) IN A TRANSACTION
          MEETING  THE  REQUIREMENTS  OF RULE 144 UNDER  THE ACT,  (v) TO AN IAI
          THAT,  PRIOR TO SUCH  TRANSFER,  FURNISHES THE TRUSTEE A SIGNED LETTER
          CONTAINING  CERTAIN  REPRESENTATIONS  AND  AGREEMENTS  RELATING TO THE
          TRANSFER OF THIS  SECURITY (THE FORM OF WHICH CAN BE OBTAINED FROM THE
          TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL
          AMOUNT OF NOTES LESS THAN $250,000,  AN OPINION OF COUNSEL  ACCEPTABLE


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          TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE  WITH THE ACT, (vi)
          IN   ACCORDANCE   WITH  ANOTHER   EXEMPTION   FROM  THE   REGISTRATION
          REQUIREMENTS  OF THE  ACT  (AND  BASED  UPON  AN  OPINION  OF  COUNSEL
          ACCEPTABLE  TO  THE  COMPANY)  OR  (vii)   PURSUANT  TO  AN  EFFECTIVE
          REGISTRATION  STATEMENT  AND,  IN EACH CASE,  IN  ACCORDANCE  WITH THE
          APPLICABLE  SECURITIES  LAWS OF ANY STATE OF THE UNITED  STATES OR ANY
          OTHER APPLICABLE JURISDICTION AND

          (3) AGREES THAT IT WILL  DELIVER TO EACH PERSON TO WHOM THIS  SECURITY
          OR AN INTEREST  HEREIN IS  TRANSFERRED A NOTICE  SUBSTANTIALLY  TO THE
          EFFECT OF THIS LEGEND.

          AS USED HEREIN,  THE TERMS "OFFSHORE  TRANSACTION" AND "UNITED STATES"
     HAVE THE MEANINGS  GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE ACT.
     THE  INDENTURE  CONTAINS  PROVISIONS  REQUIRING  THE  TRUSTEE  TO REFUSE TO
     REGISTER ANY TRANSFER OF THESE SECURITIES IN VIOLATION OF THE FOREGOING."

     2.  Agreements to Sell and Purchase.  On the basis of the  representations,
warranties and covenants  contained in this Agreement,  and subject to the terms
and  conditions  contained  herein,  the Company agrees to issue and sell to the
Initial  Purchasers,  and each  Initial  Purchaser,  severally  and not jointly,
agrees to purchase from the Company,  the principal amounts of Initial Notes set
forth opposite the name of such Initial  Purchaser in Schedule A attached hereto
at a purchase price equal to 97% of the principal  amount thereof (the "Purchase
Price").

     3. Terms of Offering.  The Initial Purchasers have advised the Company that
the Initial  Purchasers  will make offers (the "Exempt  Resales") of the Initial
Notes purchased  hereunder on the terms set forth in the Offering  Circular,  as
amended or  supplemented,  solely to (i)  persons  whom the  Initial  Purchasers
reasonably  believe to be  "qualified  institutional  buyers" as defined in Rule
144A under the Act ("QIBs") and (ii) persons permitted to purchase Initial Notes
in offshore  transactions  in reliance upon  Regulation S under the Act (each, a
"Regulation S Purchaser")  (such persons specified in clauses (i) and (ii) being
referred to herein as the "Eligible  Purchasers").  The Initial  Purchasers will
offer the Initial  Notes to Eligible  Purchasers  initially  at a price equal to
100% of the  principal  amount  thereof.  Such  price may be changed at any time
without notice.

     Holders (including  subsequent  transferees) of the Initial Notes will have
the  registration  rights set forth in the  registration  rights  agreement (the
"Registration Rights Agreement"), to be dated the Closing Date, in substantially
the form of  Exhibit  A hereto,  for so long as such  Initial  Notes  constitute
"Transfer  Restricted   Securities"  (as  defined  in  the  Registration  Rights
Agreement).  Pursuant to the Registration Rights Agreement,  the Company and the
Guarantors  will agree to file with the Securities and Exchange  Commission (the
"Commission")  under the  circumstances  set forth  therein,  (x) a registration
statement under the Act (the "Exchange Offer Registration  Statement")  relating
to the  Company's 13 3/4% Senior Notes due 2011 (the  "Exchange  Notes"),  to be
offered in exchange for the Initial Notes (such offer to exchange being referred


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to as  the  "Exchange  Offer")  and  the  Guarantees  thereof  and  (y) a  shelf
registration   statement  pursuant  to  Rule  415  under  the  Act  (the  "Shelf
Registration  Statement"  and,  together  with the Exchange  Offer  Registration
Statement,  the  "Registration  Statements")  relating  to the resale by certain
holders of the Initial Notes and to use their  respective  best efforts to cause
such Registration  Statements to be declared and remain effective and usable for
the periods specified in the Registration Rights Agreement and to consummate the
Exchange Offer. This Agreement,  the Indenture,  the Notes, the Guarantees,  the
Pledge  and  Escrow  Agreement  and  the   Registration   Rights  Agreement  are
hereinafter sometimes referred to collectively as the "Operative Documents."

     4. Delivery and Payment.

          (a) Delivery  of, and payment of the  Purchase  Price for, the Initial
Notes shall be made at the offices of Latham & Watkins,  New York,  New York, or
such other  location as may be mutually  acceptable.  Such  delivery and payment
shall be made at 9:00 a.m. New York City time,  on December 7, 2001,  or at such
other time on the same date or such  other  date as shall be agreed  upon by the
Initial  Purchasers  and the  Company  in  writing.  The  time  and date of such
delivery  and the payment for the Initial  Notes are herein  called the "Closing
Date."

          (b)  One or more of the  Initial  Notes  in  definitive  global  form,
registered in the name of Cede & Co., as nominee of the Depository Trust Company
("DTC"), having, in the case of the Initial Notes, an aggregate principal amount
corresponding   to  the  aggregate   principal   amount  of  the  Initial  Notes
(collectively,  the "Global  Note"),  shall be  delivered  by the Company to the
Initial  Purchasers (or as the Initial  Purchasers direct) in each case with any
transfer taxes thereon duly paid by the Company  against  payment by the Initial
Purchasers  of the Purchase  Price thereof by wire transfer in same day funds to
the order of the Company. The Global Note shall be made available to the Initial
Purchasers  for  inspection not later than 9:30 a.m., New York City time, on the
business day immediately preceding the Closing Date.

     5.  Agreements of the Company and the  Guarantors.  Each of the Company and
the Guarantors hereby agrees with the Initial Purchasers as follows:

          (a) To advise the Initial Purchasers promptly and, if requested by the
Initial Purchasers,  confirm such advice in writing,  (i) of the issuance by any
state securities  commission of any stop order  suspending the  qualification or
exemption  from  qualification  of any Initial Notes for offering or sale in any
jurisdiction  designated  by the Initial  Purchasers  pursuant  to Section  5(e)
hereof,  or the initiation of any proceeding by any state securities  commission
or any other federal or state regulatory  authority for such purpose and (ii) of
the  happening of any event during the period  referred to in Section 5(c) below
that makes any  statement of a material  fact made in the  Preliminary  Offering
Circular or the Offering  Circular  untrue or that  requires any additions to or
changes in the Preliminary  Offering  Circular or the Offering Circular in order
to make the statements  therein not  misleading.  The Company and the Guarantors
shall use their best  efforts to prevent the issuance of any stop order or order
suspending the  qualification  or exemption of any Initial Notes under any state


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securities or Blue Sky laws and, if at any time any state securities  commission
or other federal or state  regulatory  authority shall issue an order suspending
the  qualification  or exemption of any Initial Notes under any state securities
or Blue Sky laws, the Company and the Guarantors shall use their best efforts to
obtain the withdrawal or lifting of such order at the earliest possible time.

          (b) To furnish the Initial  Purchasers and those persons identified by
the Initial Purchasers to the Company as many copies of the Preliminary Offering
Circular and the Offering Circular,  and any amendments or supplements  thereto,
as the Initial  Purchasers may reasonably  request for the time period specified
in  Section  5(c).  Subject to the  Initial  Purchasers'  compliance  with their
representations and warranties and agreements set forth in Section 7 hereof, the
Company  consents  to the  use of the  Preliminary  Offering  Circular  and  the
Offering Circular,  and any amendments and supplements thereto required pursuant
hereto, by the Initial Purchasers in connection with Exempt Resales.

          (c) During  such  period as in the  opinion of counsel for the Initial
Purchasers an Offering Circular is required by law to be delivered in connection
with  Exempt  Resales  by  the  Initial   Purchasers  and  in  connection   with
market-making  activities of the Initial  Purchasers  for so long as any Initial
Notes  are  outstanding,  (i) not to make any  amendment  or  supplement  to the
Offering Circular of which the Initial Purchasers shall not previously have been
advised or to which the Initial  Purchasers shall reasonably  object after being
so advised and (ii) to prepare promptly upon the Initial Purchasers'  reasonable
request,  any  amendment  or  supplement  to the Offering  Circular  that may be
necessary  or  advisable  in  connection   with  such  Exempt  Resales  or  such
market-making activities.

          (d) If, during the period referred to in Section 5(c) above, any event
shall occur or  condition  shall  exist as a result of which,  in the opinion of
counsel to the Initial  Purchasers,  it becomes necessary to amend or supplement
the Offering Circular in order to make the statements  therein,  in the light of
the  circumstances  when such  Offering  Circular  is  delivered  to an Eligible
Purchaser,  not  misleading,  or if, in the  opinion of  counsel to the  Initial
Purchasers,  it is necessary  to amend or  supplement  the Offering  Circular to
comply with any applicable law, forthwith to prepare an appropriate amendment or
supplement  to such  Offering  Circular so that the  statements  therein,  as so
amended or supplemented,  will not, in the light of the circumstances when it is
so delivered, be misleading,  or so that such Offering Circular will comply with
applicable law, and to furnish to the Initial  Purchasers and such other persons
as the Initial  Purchasers  may designate  such number of copies  thereof as the
Initial Purchasers may reasonably request.

          (e) Prior to the sale of all Initial Notes  pursuant to Exempt Resales
as contemplated  hereby, to cooperate with the Initial Purchasers and counsel to
the Initial  Purchasers in connection with the  registration or qualification of
the Initial Notes for offer and sale to the Initial  Purchasers  and pursuant to
Exempt Resales under  securities or Blue Sky laws as the Initial  Purchasers may
request and to continue such  registration or qualification in effect so long as
required for Exempt  Resales and to file such  consents to service of process or
other  documents  as may be necessary  in order to effect such  registration  or
qualification;  provided,  however,  that neither the Company nor any  Guarantor
shall be required in connection therewith to qualify as a foreign corporation in
any  jurisdiction in which it is not now so qualified or to take any action that
would subject it to general consent to service of process or taxation other than
as to matters and transactions  relating to the Preliminary  Offering  Circular,
the Offering  Circular or Exempt Resales in any  jurisdiction in which it is not
now so subject.



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          (f) So  long as any  Notes  are  outstanding,  (i) to  mail  and  make
generally  available as soon as practicable after the end of each fiscal year to
the  record  holders  of the Notes a  financial  report of the  Company  and its
subsidiaries  on a  consolidated  basis (and a similar  financial  report of all
unconsolidated  subsidiaries,  if any), all such financial  reports to include a
consolidated   balance  sheet,  a  consolidated   statement  of  operations,   a
consolidated   statement  of  cash  flows  and  a   consolidated   statement  of
stockholders'  equity as of the end of and for such fiscal year,  together  with
comparable information as of the end of and for the preceding year, certified by
the Company's independent public accountants and (ii) to mail and make generally
available as soon as practicable  after the end of each quarterly period (except
for the  last  quarterly  period  of  each  fiscal  year)  to  such  holders,  a
consolidated  balance  sheet,  a  consolidated  statement  of  operations  and a
consolidated  statement  of cash flows  (and  similar  financial  reports of all
unconsolidated  subsidiaries,  if any) as of the end of and for such period, and
for the period from the  beginning  of such year to the close of such  quarterly
period,  together with comparable  information for the corresponding  periods of
the preceding year.

          (g) So long as any Notes are  outstanding,  to furnish to the  Initial
Purchasers  as soon as available  copies of all reports or other  communications
furnished by the Company or any of the  Guarantors  to its  security  holders in
their capacities as such or publicly available  documents  furnished to or filed
with the  Commission or any national  securities  exchange on which any class of
securities  of the  Company  or any of the  Guarantors  is listed and such other
publicly available information concerning the Company and/or its subsidiaries as
the Initial Purchasers may reasonably request.

          (h) So long as any of the Initial Notes remain  outstanding and during
any period in which the Company and the Guarantors are not subject to Section 13
or 15(d) of the  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange
Act"),  to make available to any holder of Initial Notes in connection  with any
sale  thereof and any  prospective  purchaser  of such  Initial  Notes from such
holder, the information  ("Rule 144A  Information")  required by Rule 144A(d)(4)
under the Act.

          (i) Whether or not the transactions contemplated in this Agreement are
consummated  or this  Agreement  is  terminated,  to pay or cause to be paid all
expenses  incident to the  performance of the obligations of the Company and the
Guarantors  under this Agreement,  including:  (i) the fees,  disbursements  and
expenses of counsel to the Company and the  Guarantors  and  accountants  of the
Company  and the  Guarantors  in  connection  with the sale and  delivery of the
Initial Notes to the Initial Purchasers and pursuant to Exempt Resales,  and all
other fees and expenses in connection with the preparation, printing, filing and
distribution of the Preliminary Offering Circular, the Offering Circular and all
amendments  and  supplements  to  any  of  the  foregoing  (including  financial
statements),  including  the mailing  and  delivering  of copies  thereof to the
Initial  Purchasers  and persons  designated by it in the  quantities  specified
herein,  (ii) all costs and expenses related to the transfer and delivery of the
Initial  Notes  to the  Initial  Purchasers  and  pursuant  to  Exempt  Resales,
including  any  transfer  or other  taxes  payable  thereon,  (iii) all costs of
printing or reproducing  this Agreement,  the other Operative  Documents and any
other agreements or documents in connection with the offering, purchase, sale or
delivery  of the  Initial  Notes,  (iv)  all  expenses  in  connection  with the
registration or  qualification  of the Initial Notes and the Guarantees  thereof
for offer and sale under the  securities or Blue Sky laws of the several  states
and all costs of printing or producing any preliminary and supplemental Blue Sky


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memoranda  in  connection  therewith  (including  the  filing  fees and fees and
disbursements  of counsel for the Initial  Purchasers  in  connection  with such
registration or qualification and memoranda relating  thereto),  (v) the cost of
printing certificates representing the Initial Notes and the Guarantees thereof,
(vi) all  expenses  and listing  fees in  connection  with the  application  for
quotation  of the  Initial  Notes  in the  National  Association  of  Securities
Dealers, Inc. ("NASD") Automated Quotation System - PORTAL ("PORTAL"), (vii) the
fees and expenses of the Trustee and the Trustee's  counsel in  connection  with
the Indenture, the Notes and the Guarantees, (viii) the fees and expenses of the
Escrow Agent and the Escrow  Agent's  counsel in connection  with the Pledge and
Escrow  Agreement  and the  Escrow  Account,  (ix) the costs and  charges of any
transfer  agent,  registrar  and/or  depositary  (including  DTC),  (x) any fees
charged  by rating  agencies  for the  rating of the  Notes,  (xi) all costs and
expenses of the Exchange Offer, any Registration  Statement, as set forth in the
Registration  Rights Agreement,  and (xii) all other costs and expenses incident
to the  performance  of  the  obligations  of the  Company  and  the  Guarantors
hereunder for which provision is not otherwise made in this Section.

          (j) To use its best  efforts to effect the  inclusion  of the  Initial
Notes in PORTAL and to maintain  the listing of the Initial  Notes on PORTAL for
so long as the Initial Notes are outstanding.

          (k) To obtain the  approval  of DTC for  "book-entry"  transfer of the
Notes, and to comply with all of its agreements set forth in the  representation
letters of the Company and the Guarantors to DTC relating to the approval of the
Notes by DTC for "book-entry" transfer.

          (l) During the period  beginning on the date hereof and  continuing to
and  including  the  Closing  Date,  not to  offer,  sell,  contract  to sell or
otherwise  transfer or dispose of any securities of the Company or any Guarantor
or any warrants,  rights or options to purchase or otherwise acquire  securities
of the Company or any  Guarantor  substantially  similar to any of the Notes and
the Guarantees  (other than (i) the Notes and the Guarantees and (ii) commercial
paper  issued in the ordinary  course of  business),  without the prior  written
consent of the Initial Purchasers.

          (m) Not to sell,  offer for sale or solicit offers to buy or otherwise
negotiate  in  respect  of any  security  (as  defined in the Act) that would be
integrated  with the sale of the  Initial  Notes to the  Initial  Purchasers  or
pursuant to Exempt  Resales in a manner that would require the  registration  of
any such sale of the Initial Notes under the Act.

          (n) Not to voluntarily  claim,  and to actively resist any attempts to
claim,  the  benefit of any usury laws  against the holders of any Notes and the
Guarantees.

          (o) To cause the Exchange Offer to be made in the appropriate  form to
permit  Exchange Notes and the Guarantees  thereof by the Guarantors  registered
pursuant  to the Act to be offered in  exchange  for the  Initial  Notes and the
Guarantees  thereof  and  to  comply  with  all  applicable  federal  and  state
securities laws in connection with the Exchange Offer.



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<PAGE>

          (p) To comply with all of its agreements set forth in the Registration
Rights Agreement.

          (q) To comply with all of its  agreements  set forth in the Pledge and
Escrow Agreement.

          (r) To use its best  efforts to do and perform all things  required or
necessary  to be done and  performed  under  this  Agreement  by it prior to the
Closing  Date and to satisfy all  conditions  precedent  to the  delivery of the
Initial Notes and the Guarantees thereof.

     6.  Representations,  Warranties  and  Agreements  of the  Company  and the
Guarantors.  As of the date  hereof,  each of the  Company  and the  Guarantors,
jointly and severally,  represents and warrants to, and agrees with, the Initial
Purchasers that:

          (a)  The  Preliminary  Offering  Circular,  as of its  date,  and  the
Offering  Circular do not,  and any  supplement  or  amendment to them will not,
contain any untrue  statement  of a material  fact or omit to state any material
fact required to be stated therein or necessary to make the statements  therein,
in the light of the  circumstances  under which they were made, not  misleading,
except that the representations  and warranties  contained in this paragraph (a)
shall not apply to  statements  in or omissions  from the  Preliminary  Offering
Circular or the Offering Circular (or any supplement or amendment thereto) based
upon information  relating to the Initial Purchasers furnished to the Company in
writing by the  Initial  Purchasers  expressly  for use  therein.  No stop order
preventing  the  use of  the  Preliminary  Offering  Circular  or  the  Offering
Circular,  or any amendment or supplement  thereto,  or any order asserting that
any of the  transactions  contemplated  by this  Agreement  are  subject  to the
registration requirements of the Act, has been issued.

          (b) Each of the Company and its  subsidiaries has been duly organized,
is validly  existing  in good  standing  under the laws of its  jurisdiction  of
organization  and has the  power  and  authority  to  carry on its  business  as
described in the Preliminary  Offering Circular and the Offering Circular and to
own, lease and operate its properties, and each is duly qualified and is in good
standing as a foreign  corporation or limited liability company authorized to do
business  in each  jurisdiction  in which  the  nature  of its  business  or its
ownership or leasing of property requires such  qualification,  except where the
failure  to be so  qualified  would not have a  material  adverse  effect on the
business, prospects, financial condition or results of operations of the Company
and its subsidiaries, taken as a whole (a "Material Adverse Effect").

          (c) All  outstanding  shares of capital stock of the Company have been
duly  authorized  and validly issued and are fully paid,  nonassessable  and not
subject to any preemptive or similar rights (except those granted to the holders
of the Company's Series A Convertible  Preferred Stock).  The authorized capital
stock of the  Company  conforms  to the  description  thereof  contained  in the
Offering Circular.

          (d)  The   entities   listed  on   Schedule  B  hereto  are  the  only
subsidiaries,  direct or indirect, of the Company. All of the outstanding shares
of capital stock or membership  interests of each of the Company's  subsidiaries
have  been  duly   authorized   and  validly  issued  and  are  fully  paid  and
nonassessable,  and are owned by the Company, directly or indirectly through one


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or more  subsidiaries,  free and clear of any security  interest,  claim,  lien,
encumbrance  or adverse  interest  of any  nature  (each,  a "Lien"),  except as
expressly  provided under the credit agreement,  dated as of September 26, 2000,
among PerCom and Bright, as borrowers,  the Company,  as guarantor,  First Union
National Bank, as administrative agent, WestDeutsche Landesbank Girozentrale, as
syndication  agent and  arranger,  First Union  Securities,  Inc.,  as sole lead
arranger  and sole book runner and the lenders  party  thereto,  relating to the
$250.0 million senior secured credit facility (as amended by the First Amendment
to Credit  Agreement,  dated as of November  20, 2000,  the Second  Amendment to
Credit  Agreement,  dated as of June 29, 2001, and the Third Amendment to Credit
Agreement,  dated as November 26, 2001, the "Credit  Agreement")  and the Sprint
PCS Management Agreement (as defined below).

          (e) This Agreement has been duly authorized, executed and delivered by
the  Company  and  each  of  the  Guarantors.  This  Agreement  conforms  to the
description hereof contained in the Offering Circular.

          (f) The Indenture has been duly  authorized by the Company and each of
the  Guarantors  and, on the Closing Date,  will have been validly  executed and
delivered by the Company and each of the Guarantors. When the Indenture has been
validly  executed and delivered by the Company and each of the  Guarantors,  the
Indenture  will be a  valid  and  binding  agreement  of the  Company  and  each
Guarantor, enforceable against the Company and each Guarantor in accordance with
its terms except as (i) the enforceability thereof may be limited by bankruptcy,
insolvency or similar laws affecting creditors' rights generally and (ii) rights
of acceleration  and the  availability  of equitable  remedies may be limited by
equitable  principles  of  general  applicability.  On  the  Closing  Date,  the
Indenture will conform in all material respects to the requirements of the Trust
Indenture Act of 1939, as amended (the "TIA"),  and the rules and regulations of
the Commission applicable to an indenture that is qualified thereunder.

          (g) The Initial  Notes have been duly  authorized  and, on the Closing
Date,  will have been validly  executed and  delivered by the Company.  When the
Initial Notes have been issued,  executed and  authenticated  in accordance with
the  provisions  of the  Indenture  and delivered to and paid for by the Initial
Purchasers in  accordance  with the terms of this  Agreement,  the Initial Notes
will be entitled to the benefits of the  Indenture and will be valid and binding
obligations of the Company,  enforceable  against the Company in accordance with
their  terms  except  as  (i)  the  enforceability  thereof  may be  limited  by
bankruptcy, insolvency or similar laws affecting creditors' rights generally and
(ii) rights of acceleration  and the  availability of equitable  remedies may be
limited by equitable principles of general  applicability.  On the Closing Date,
the Initial  Notes will  conform to the  description  thereof  contained  in the
Offering Circular.

          (h) The Exchange Notes have been duly authorized by the Company.  When
the Exchange Notes are issued, executed and authenticated in accordance with the
terms of the  Exchange  Offer and the  Indenture,  the  Exchange  Notes  will be
entitled  to the  benefits  of the  Indenture  and will be the valid and binding
obligations of the Company,  enforceable  against the Company in accordance with
their  terms  except  as  (i)  the  enforceability  thereof  may be  limited  by
bankruptcy, insolvency or similar laws affecting creditors' rights generally and
(ii) rights of acceleration  and the  availability of equitable  remedies may be
limited by  equitable  principles  of general  applicability.  When the Exchange
Notes are issued,  authenticated and delivered,  the Exchange Notes will conform


                                       9
<PAGE>

to the description thereof contained in the Offering Circular.

          (i)  The  Guarantee  to be  endorsed  on the  Initial  Notes  by  each
Guarantor has been duly  authorized by such  Guarantor and, on the Closing Date,
will have been duly  executed  and  delivered by each such  Guarantor.  When the
Initial Notes have been issued,  executed and  authenticated  in accordance with
the  Indenture  and  delivered  to and paid  for by the  Initial  Purchasers  in
accordance  with the terms of this  Agreement,  the Guarantee of each  Guarantor
endorsed  thereon will be entitled to the benefits of the  Indenture and will be
the valid and binding  obligation of such  Guarantor,  enforceable  against such
Guarantor in accordance with its terms except as (i) the enforceability  thereof
may be limited by bankruptcy,  insolvency or similar laws  affecting  creditors'
rights  generally  and (ii)  rights  of  acceleration  and the  availability  of
equitable   remedies  may  be  limited  by  equitable   principles   of  general
applicability. On the Closing Date, the Guarantees to be endorsed on the Initial
Notes  will  conform  to the  description  thereof  contained  in  the  Offering
Circular.

          (j)  The  Guarantee  to be  endorsed  on the  Exchange  Notes  by each
Guarantor has been duly authorized by such Guarantor and, when issued, will have
been duly executed and delivered by each such Guarantor. When the Exchange Notes
have been issued, executed and authenticated in accordance with the terms of the
Exchange  Offer and the  Indenture,  the  Guarantee of each  Guarantor  endorsed
thereon will be entitled to the benefits of the  Indenture and will be the valid
and binding obligation of such Guarantor,  enforceable against such Guarantor in
accordance  with its  terms  except  as (i) the  enforceability  thereof  may be
limited by bankruptcy,  insolvency or similar laws affecting  creditors'  rights
generally  and (ii) rights of  acceleration  and the  availability  of equitable
remedies may be limited by equitable principles of general  applicability.  When
the Exchange  Notes are issued,  authenticated  and  delivered,  the  Guarantees
endorsed on the Exchange  Notes will conform to the  description  thereof in the
Offering Circular.

          (k) The Registration  Rights Agreement has been duly authorized by the
Company and each of the  Guarantors  and, on the  Closing  Date,  will have been
validly  executed and delivered by the Company and each of the Guarantors.  When
the Registration  Rights Agreement has been validly executed and delivered,  the
Registration  Rights  Agreement  will be a valid and  binding  agreement  of the
Company  and each of the  Guarantors,  enforceable  against the Company and each
Guarantor in accordance with its terms except as (i) the enforceability  thereof
may be limited by bankruptcy,  insolvency or similar laws  affecting  creditors'
rights  generally  and (ii)  rights  of  acceleration  and the  availability  of
equitable   remedies  may  be  limited  by  equitable   principles   of  general
applicability.  On the Closing Date,  the  Registration  Rights  Agreement  will
conform to the description thereof contained in the Offering Circular.

          (l) The Pledge and Escrow  Agreement  has been duly  authorized by the
Company and each  Guarantor  and, on the Closing  Date,  will have been  validly
executed  and  delivered  by the  Company and each of the  Guarantors.  When the
Pledge and Escrow  Agreement  has been  validly  executed  and  delivered by the
Company and each of the  Guarantors,  the Pledge and Escrow  Agreement will be a
valid  and  binding  agreement  of the  Company  and  each  of  the  Guarantors,
enforceable  against the Company and each Guarantor in accordance with its terms


                                       10
<PAGE>

except  as  (i)  the  enforceability  thereof  may  be  limited  by  bankruptcy,
insolvency or similar laws affecting creditors' rights generally and (ii) rights
of acceleration  and the  availability  of equitable  remedies may be limited by
equitable principles of general  applicability.  On the Closing Date, the Pledge
and Escrow  Agreement will conform to the description  thereof  contained in the
Offering Circular.

          (m) Neither the Company nor any of its subsidiaries is in violation of
its respective charter or by-laws (or similar governing documents) or, except as
disclosed in the Offering  Circular,  in default in any material  respect in the
performance of any obligation, agreement, covenant or condition contained in any
indenture, loan agreement, mortgage, lease or other agreement or instrument that
is material to the Company and its subsidiaries,  taken as a whole, to which the
Company or any of its  subsidiaries is a party or by which the Company or any of
its subsidiaries or their respective property is bound.

          (n) The execution,  delivery and performance of this Agreement and the
other Operative Documents by the Company and each of the Guarantors,  compliance
by the Company and each such Guarantor  with all  provisions  hereof and thereof
and the  consummation of the transactions  contemplated  hereby and thereby will
not (i)  require  any  consent,  approval,  authorization  or other order of, or
qualification with, any court or governmental body or agency (except such as may
be required under the securities or Blue Sky laws of the various states or under
the  Act  as  to  the  registration   required  under  the  Registration  Rights
Agreement),  (ii)  conflict  with or  constitute a breach of any of the terms or
provisions of, or a default under, the charter or by-laws (or similar  governing
documents)  of the Company or any of its  subsidiaries  or any  indenture,  loan
agreement,  mortgage, lease or other agreement or instrument that is material to
the Company and its subsidiaries,  taken as a whole, to which the Company or any
of  its  subsidiaries  is a  party  or by  which  the  Company  or  any  of  its
subsidiaries or their  respective  property is bound,  (iii) violate or conflict
with any applicable law or any rule,  regulation,  judgment,  order or decree of
any  court or any  governmental  body or  agency  having  jurisdiction  over the
Company,  any of its subsidiaries or their respective  property,  (iv) result in
the  imposition  or creation of (or the  obligation  to create or impose) a Lien
under,  any  agreement  or  instrument  to  which  the  Company  or  any  of its
subsidiaries  is a party or by which the Company or any of its  subsidiaries  or
their respective property is bound, or (v) result in the termination, suspension
or revocation of any  Authorization  (as defined below) of the Company or any of
its  subsidiaries or result in any other  impairment of the rights of the holder
of any such Authorization.

          (o)  There  are  no  legal  or  governmental  proceedings  pending  or
threatened  to which the  Company  or any of its  subsidiaries  is or could be a
party or to which any of their respective property is or could be subject, which
might result, singly or in the aggregate, in a Material Adverse Effect.

          (p) Neither the Company nor any of its  subsidiaries  has violated any
foreign, federal, state or local law or regulation relating to the protection of
human health and safety,  the  environment  or hazardous or toxic  substances or
wastes, pollutants or contaminants ("Environmental Laws"), any provisions of the
Employee  Retirement Income Security Act of 1974, as amended  ("ERISA"),  or any
provisions of the Foreign  Corrupt  Practices  Act or the rules and  regulations


                                       11
<PAGE>

promulgated  thereunder,  except  for such  violations  which,  singly or in the
aggregate, would not have a Material Adverse Effect.

          (q) There are no costs or liabilities  associated  with  Environmental
Laws  (including,  without  limitation,  any capital or  operating  expenditures
required for clean-up,  closure of properties or compliance  with  Environmental
Laws or any Authorization,  any related constraints on operating  activities and
any  potential  liabilities  to third  parties)  which  would,  singly or in the
aggregate, have a Material Adverse Effect.

          (r)  Each  of the  Company  and its  subsidiaries  has  such  permits,
licenses, consents, exemptions,  franchises,  authorizations and other approvals
(each, an "Authorization") of, and has made all filings with and notices to, all
governmental or regulatory authorities and self-regulatory organizations and all
courts and other tribunals,  including without limitation,  under any applicable
Environmental  Laws,  as are  necessary to own,  lease,  license and operate its
respective  properties and to conduct its business,  except where the failure to
have any such  Authorization  or to make any such  filing or notice  would  not,
singly  or  in  the  aggregate,  have  a  Material  Adverse  Effect.  Each  such
Authorization  is valid and in full force and effect and each of the Company and
its subsidiaries is in compliance with all the terms and conditions  thereof and
with the rules and regulations of the  authorities  and governing  bodies having
jurisdiction with respect thereto; and no event has occurred (including, without
limitation,  the receipt of any notice from any  authority  or  governing  body)
which allows or, after notice or lapse of time or both, would allow, revocation,
suspension or termination of any such  Authorization or results or, after notice
or lapse of time or both,  would result in any other impairment of the rights of
the  holder  of any such  Authorization;  and  such  Authorizations  contain  no
restrictions  that are  burdensome  to the  Company or any of its  subsidiaries;
except  where such  failure to be valid and in full force and effect or to be in
compliance,  the  occurrence  of any  such  event  or the  presence  of any such
restriction  would not,  singly or in the  aggregate,  have a  Material  Adverse
Effect.

          (s) The accountants  that have certified the financial  statements and
supporting  schedules  included in the  Preliminary  Offering  Circular  and the
Offering Circular are independent public accountants with respect to the Company
and the Guarantors,  as required by the Act and the Exchange Act. The historical
financial  statements,  together with related  schedules and notes, set forth in
the Preliminary Offering Circular and the Offering Circular comply as to form in
all  material   respects  with  the  requirements   applicable  to  registration
statements on Form S-1 under the Act.

          (t)  The  historical  financial  statements,   together  with  related
schedules and notes forming part of the Offering  Circular (and any amendment or
supplement thereto), present fairly the consolidated financial position, results
of  operations  and  changes  in  financial  position  of the  Company  and  its
subsidiaries  on the basis  stated in the  Offering  Circular at the  respective
dates or for the  respective  periods to which they apply;  such  statements and
related  schedules  and notes have been prepared in  accordance  with  generally
accepted  accounting  principles  consistently  applied  throughout  the periods
involved,  except as disclosed therein;  and the other financial and statistical
information  and data set forth in the Offering  Circular  (and any amendment or
supplement  thereto)  are, in all material  respects,  accurately  presented and
prepared on a basis consistent with such financial  statements and the books and
records of the Company.



                                       12
<PAGE>

          (u)  Except  as  disclosed  in the  Offering  Circular,  there  are no
contracts, agreements or understandings between the Company or any Guarantor and
any  person  granting  such  person  the right to  require  the  Company or such
Guarantor  to file a  registration  statement  under the Act with respect to any
debt  securities  of the Company or such  Guarantor or to require the Company or
such  Guarantor  to  include  such  securities  with the  Notes  and  Guarantees
registered pursuant to any Registration Statement.

          (v)  Neither the  Company  nor any of its  subsidiaries  nor any agent
thereof acting on their behalf has taken, and none of them will take, any action
that might cause this  Agreement or the issuance or sale of the Initial Notes to
violate Regulation T (12 C.F.R. Part 220),  Regulation U (12 C.F.R. Part 221) or
Regulation  X (12  C.F.R.  Part 224) of the Board of  Governors  of the  Federal
Reserve System.

          (w) None of the  Company  or any of the  Guarantors  are,  and,  after
giving effect to the offering and sale of the Initial Notes and the  application
of the  proceeds  thereof as described  in the  Offering  Circular,  will be, an
"investment  company" as such term is defined in the  Investment  Company Act of
1940, as amended.

          (x) No "nationally recognized statistical rating organization" as such
term is defined for purposes of Rule 436(g)(2) under the Act (i) has imposed (or
has informed the Company or any Guarantor that it is  considering  imposing) any
condition (financial or otherwise) on the Company's or any Guarantor's retaining
any rating  assigned  to the Company or any  Guarantor,  any  securities  of the
Company or any  Guarantor or (ii) has  indicated to the Company or any Guarantor
that it is considering (a) the downgrading, suspension, or withdrawal of, or any
review  for a  possible  change  that does not  indicate  the  direction  of the
possible  change in, any rating so assigned or (b) any change in the outlook for
any rating of the Company, any Guarantor or any securities of the Company or any
Guarantor.  It being understood that, as of the date hereof,  Moody's  Investors
Services,  Inc. has assigned a Caa1 rating with a negative outlook, and Standard
& Poor's Ratings  Services has assigned a CCC rating with a stable  outlook,  to
the Company's securities.

          (y) Since the respective dates as of which information is given in the
Offering Circular other than as set forth in the Offering Circular (exclusive of
any amendments or supplements thereto subsequent to the date of this Agreement),
(i) there has not occurred any material  adverse change or any development  that
could  reasonably  be  expected  to result in a material  adverse  change in the
condition,  financial or  otherwise,  or the earnings,  business,  management or
operations of the Company and its subsidiaries, taken as a whole, (ii) there has
not been any material adverse change or any development that could reasonably be
expected to result in a material  adverse  change in the capital stock or in the
long-term debt of the Company or any of its subsidiaries and (iii) other than in
the ordinary course of business, neither the Company nor any of its subsidiaries
has incurred any material liability or obligation, direct or contingent.

          (z)  Each  of the  Preliminary  Offering  Circular  and  the  Offering
Circular, as of its date, contains all the information specified in, and meeting
the requirements of, Rule 144A(d)(4) under the Act.



                                       13
<PAGE>

          (aa) When the Initial Notes and the Guarantees  thereof are issued and
delivered  pursuant  to  this  Agreement,  neither  the  Initial  Notes  nor the
Guarantees  thereof  will be of the same class  (within the meaning of Rule 144A
under the Act) as any security of the Company or any Guarantor that is listed on
a national securities exchange registered under Section 6 of the Exchange Act or
that is quoted in a United States automated inter-dealer quotation system.

          (bb)  No form of  general  solicitation  or  general  advertising  (as
defined in Regulation D under the Act) was used by the Company,  the  Guarantors
or any of their respective  representatives  (other than the Initial Purchasers,
as to whom the Company and the Guarantors make no  representation) in connection
with the offer and sale of the Initial Notes contemplated hereby, including, but
not limited  to,  articles,  notices or other  communications  published  in any
newspaper, magazine, or similar medium or broadcast over television or radio, or
any  seminar  or  meeting  whose  attendees  have been  invited  by any  general
solicitation  or general  advertising.  No  securities  of the same class as the
Initial  Notes have been  issued and sold by the  Company  within the  six-month
period immediately prior to the date hereof.

          (cc) Prior to the  effectiveness  of any Registration  Statement,  the
Indenture is not required to be qualified under the TIA.

          (dd) None of the Company,  the Guarantors nor any of their  respective
affiliates  or any person  acting on its or their behalf (other than the Initial
Purchasers,  as to whom the Company and the Guarantors  make no  representation)
has engaged or will engage in any directed selling efforts within the meaning of
Regulation S under the Act ("Regulation S") with respect to the Initial Notes or
the Guarantees thereof.

          (ee) None of the  Company  or the  Guarantors  has taken or omitted to
take or will take or omit to take any action that  results in the Initial  Notes
offered and sold in reliance on  Regulation S not to be offered and sold only in
offshore transactions.

          (ff) The sale of the Initial  Notes  pursuant to  Regulation  S is not
part of a plan or scheme to evade the registration provisions of the Act.

          (gg)  No  registration  under  the  Act of the  Initial  Notes  or the
Guarantees  thereof  is  required  for the  sale of the  Initial  Notes  and the
Guarantees thereof to the Initial  Purchasers as contemplated  hereby or for the
Exempt Resales assuming the accuracy of the Initial Purchasers'  representations
and warranties and agreements set forth in Section 7 hereof.

          (hh) The Company,  the Guarantors and their respective  affiliates and
all persons acting on their behalf (other than the Initial Purchases, as to whom
the Company and the Guarantors  make no  representation)  have complied with and
will comply with the  offering  restrictions  requirements  of  Regulation  S in
connection with the offering of the Initial Notes outside the United States and,
in connection therewith,  the Offering Circular contains the disclosure required
by Rule 902(g)(2).

          (ii) The Company is a "reporting issuer", as defined in Rule 902 under
the Act.



                                       14
<PAGE>

          (jj) No relationship,  direct or indirect, exists between or among the
Company  or  any of its  subsidiaries,  on the  one  hand,  and  the  directors,
officers,  stockholders,  customers  or  suppliers  of the Company or any of its
subsidiaries,  on the other hand, that is required by the Act to be described in
a registration  statement on Form S-1 under the Act which is not so described in
the Offering Circular.

          (kk)  The  indebtedness  represented  by the  Initial  Notes  is being
incurred  for proper  purposes  and in good faith;  on the  Closing  Date (after
giving  effect to the  application  of the  proceeds  from the  issuance  of the
Initial  Notes),  each of the Company and the Guarantors  will be solvent,  will
have sufficient  capital for carrying on their  respective  business and will be
able to pay their respective debts as they mature.

          (ll) The Company has provided the Initial  Purchasers  and counsel for
the Initial  Purchasers  true and correct copies of (A) each and every agreement
(or, if an agreement has not been reduced to writing,  a written  enumeration of
the terms of such agreement) between and among the Company and any Related Party
(as such term is defined below), on the one hand, and Sprint PCS and any Related
Party on the other,  including in each case any amendments  and addenda  thereto
and restatements  thereof,  as in effect on the date hereof  (collectively,  the
"Sprint Agreements") and (B) all material documents and correspondence  relating
to such  agreements.  For  purposes  of this  subparagraph  and the  immediately
following  subparagraph,  "Related  Party" shall have the meaning  given to such
term in the Schedule of Definitions  incorporated  by reference in those certain
Sprint PCS Management Agreements,  as amended, executed by PerCom and Sprint PCS
as of June 8, 1998 and by Bright  and Sprint  PCS as of  October  13,  1999 (the
"Sprint PCS Management Agreements").

          (mm)  Each of the  Sprint  Agreements  (A) has been  duly  authorized,
executed and delivered by, (B) constitutes the valid and binding  obligation of,
and (C) is enforceable in accordance with its terms against PerCom or Bright, as
the case may be, and any Related  Party,  to the extent each is a party thereto.
On the  Closing  Date,  each  of  the  Sprint  Agreements  will  conform  to the
description thereof contained in the Offering Circular in all material respects.

          (nn) The  performance  of the Sprint  Agreements  (including,  without
limitation,  the Sprint PCS Management  Agreement) by the Company and any of its
affiliates  that are a party  thereto,  the  compliance  by the Company and such
affiliates  with  all  the  provisions  thereof  and  the  consummation  of  the
transactions  contemplated  thereby do not (A)  require any  consent,  approval,
authorization  or  other  order  of,  or   qualification   with,  any  court  or
governmental body or agency,  (B) conflict with or constitute a breach of any of
the terms or provisions of, or a default under (or an event which with notice or
lapse of time, or both,  would  constitute a breach of or a default under),  the
certificate of incorporation or by-laws (or similar  governing  document) of the
Company or any of its subsidiaries or any indenture,  loan agreement,  mortgage,
lease or other  agreement or instrument  that is material to the Company and its
subsidiaries,  taken as a whole, to which the Company or any of its subsidiaries


                                       15
<PAGE>

is a  party  or by  which  the  Company  or  any of its  subsidiaries  or  their
respective property is bound, (C) violate or conflict with any applicable law or
any rule, regulation, judgment, order or decree of any court or any governmental
body or agency having jurisdiction over the Company,  any of its subsidiaries or
their  respective  property  or (D)  result in the  suspension,  termination  or
revocation  of  any  material  Authorization  of  the  Company  or  any  of  its
subsidiaries  or any other  impairment  of the  rights of the holder of any such
Authorization.

          (oo) Each of the Sprint Agreements (including, without limitation, the
Sprint PCS Management Agreement) is, and the Sprint Agreements viewed as a whole
are,  consistent  with the terms and  conditions of the License (as such term is
defined in the Sprint PCS Management  Agreement)  and not otherwise  contrary to
Federal  Communications  Commission  policies,  rules and  regulations  or other
applicable law, rules or regulations.

          (pp) The statistical and market-related  data included in the Offering
Circular are based on or derived  from  sources that the Company  believes to be
reliable and accurate.

          (qq) Each  certificate  signed by any  officer  of the  Company or any
Guarantor  and  delivered to the Initial  Purchasers  or counsel for the Initial
Purchasers shall be deemed to be a representation and warranty by the Company or
such Guarantor to the Initial Purchasers as to the matters covered thereby.

     The Company and each Guarantor acknowledge that the Initial Purchasers and,
for purposes of the opinions to be delivered to the Initial Purchasers  pursuant
to Section 9 hereof,  counsel to the Company and the  Guarantors  and counsel to
the Initial  Purchasers  will rely upon the accuracy and truth of the  foregoing
representations and hereby consents to such reliance.

     7. Initial Purchasers'  Representations and Warranties. Each of the Initial
Purchasers,  severally and not jointly,  represents  and warrants to the Company
and the Guarantors, and agrees that:

          (a)  Such  Initial  Purchaser  is  either  a QIB  or an  institutional
"accredited  investor," as defined in Rule 501(a) (1), (2), (3) or (7) under the
Act (an  "Accredited  Institution"),  in either case,  with such  knowledge  and
experience  in  financial  and  business  matters  as is  necessary  in order to
evaluate the merits and risks of an investment in the Initial Notes.

          (b) Such Initial Purchaser (A) is not acquiring the Initial Notes with
a view to any distribution  thereof or with any present intention of offering or
selling any of the Initial Notes in a transaction  that would violate the Act or
the  securities  laws of any state of the United States or any other  applicable
jurisdiction  and (B) will be reoffering and reselling the Initial Notes only to
(y) QIBs in reliance on the exemption from the registration  requirements of the
Act  provided by Rule 144A and (z) in  offshore  transactions  in reliance  upon
Regulation S under the Act.

          (c) Such  Initial  Purchaser  represents  and  agrees  that no form of
general  solicitation or general advertising (within the meaning of Regulation D
under the Act) has been or will be used by such Initial  Purchaser or any of its
representatives  in  connection  with the  offer and sale of the  Initial  Notes
pursuant  hereto,  including,  but not  limited to,  articles,  notices or other
communications  published  in any  newspaper,  magazine  or  similar  medium  or


                                       16
<PAGE>

broadcast over  television or radio,  or any seminar or meeting whose  attendees
have been invited by any general solicitation or general advertising.

          (d) Such Initial  Purchaser  represents and agrees that, in connection
with Exempt  Resales,  such Initial  Purchaser  will  solicit  offers to buy the
Initial  Notes only  from,  and will  offer to sell the  Initial  Notes only to,
Eligible Purchasers. Each Initial Purchaser further agrees that it will offer to
sell the Initial Notes only to, and will solicit offers to buy the Initial Notes
only from (A) Eligible Purchasers that the Initial Purchaser reasonably believes
are QIBs and (B) Regulation S Purchasers,  in each case, that agree that (x) the
Initial Notes purchased by them may be resold,  pledged or otherwise transferred
within the time period  referred to under Rule 144(k)  (taking  into account the
provisions  of Rule 144(d)  under the Act, if  applicable)  under the Act, as in
effect  on the  date of the  transfer  of such  Initial  Notes,  only (I) to the
Company or any of its subsidiaries,  (II) to a person whom the seller reasonably
believes is a QIB  purchasing for its own account or for the account of a QIB in
a transaction  meeting the  requirements of Rule 144A under the Act, (III) in an
offshore  transaction  (as  defined  in Rule  902  under  the Act)  meeting  the
requirements  of  Rule  904  of the  Act,  (IV)  in a  transaction  meeting  the
requirements of Rule 144 under the Act, (V) to an Accredited  Institution  that,
prior to such transfer, furnishes the Trustee a signed letter containing certain
representations  and agreements relating to the registration of transfer of such
Initial  Notes and,  if such  transfer is in respect of an  aggregate  principal
amount of Initial Notes less than $250,000,  an opinion of counsel acceptable to
the Company that such transfer is in compliance with the Act, (VI) in accordance
with another exemption from the registration  requirements of the Act (and based
upon an opinion of counsel  acceptable  to the Company) or (VII)  pursuant to an
effective  registration  statement  and, in each case,  in  accordance  with the
applicable  securities  laws of any  state of the  United  States  or any  other
applicable  jurisdiction  and (y) they will  deliver to each person to whom such
Initial Notes or an interest  therein is transferred a notice  substantially  to
the effect of the foregoing.

          (e) Such Initial  Purchaser and its affiliates or any person acting on
its or their behalf have not engaged or will not engage in any directed  selling
efforts  within the meaning of Regulation S with respect to the Initial Notes or
the Guarantees thereof.

          (f) The  Initial  Notes  offered  and sold by such  Initial  Purchaser
pursuant  hereto in reliance on  Regulation  S have been and will be offered and
sold only in offshore transactions.

          (g) The sale of the Initial  Notes  offered  and sold by such  Initial
Purchaser  pursuant  hereto in reliance on Regulation S is not part of a plan or
scheme to evade the registration provisions of the Act.

          (h) Such Initial  Purchaser agrees that it has not offered or sold and
will not offer or sell the Initial  Notes in the United States or to, or for the
benefit or account of, a U.S. Person (other than a  distributor),  in each case,
as defined in Rule 902 under the Act (i) as part of its distribution at any time
and (ii)  otherwise  until 40 days  after the later of the  commencement  of the
offering of the Initial Notes pursuant  hereto and the Closing Date,  other than
in  accordance  with  Regulation  S of the Act or  another  exemption  from  the
registration requirements of the Act. Such Initial Purchaser agrees that, during
such 40-day distribution  compliance period, it will not cause any advertisement
with respect to the Initial Notes (including any "tombstone"  advertisement)  to


                                       17
<PAGE>

be published in any  newspaper or  periodical  or posted in any public place and
will  not  issue  any  circular  relating  to the  Initial  Notes,  except  such
advertisements  as are  permitted  by and  include  the  statements  required by
Regulation S.

          (i) Such Initial Purchaser agrees that, at or prior to confirmation of
a sale of Initial Notes by it to any  distributor,  dealer or person receiving a
selling  concession,  fee or other remuneration  during the 40-day  distribution
compliance  period  referred to in Rule 903(c)(2) under the Act, it will send to
such distributor,  dealer or person receiving a selling concession, fee or other
remuneration a confirmation or notice to substantially the following effect:

          "The Notes  covered  hereby  have not been  registered  under the U.S.
          Securities Act of 1933, as amended (the "Securities Act"), and may not
          be offered and sold within the United States or to, or for the account
          or benefit of, U.S.  persons (i) as part of your  distribution  at any
          time  or  (ii)  otherwise  until  40  days  after  the  later  of  the
          commencement  of the offering and the closing  date,  except in either
          case in accordance with Regulation S under the Securities Act (or Rule
          144A or to Accredited  Institutions  in  transactions  that are exempt
          from the  registration  requirements  of the  Securities  Act), and in
          connection with any subsequent sale by you of the Notes covered hereby
          in reliance on Regulation S during the period referred to above to any
          distributor,  dealer or person receiving a selling concession,  fee or
          other  remuneration,  you must deliver a notice to  substantially  the
          foregoing effect.  Terms used above have the meanings assigned to them
          in Regulation S."

     Such Initial  Purchaser  acknowledges  that the Company and the  Guarantors
and, for  purposes of the  opinions to be  delivered  to each Initial  Purchaser
pursuant  to Section 9 hereof,  counsel to the Company  and the  Guarantors  and
counsel to the Initial  Purchasers  will rely upon the accuracy and truth of the
foregoing  representations  and such Initial  Purchaser  hereby consents to such
reliance.

     8. Indemnification and Contribution.

          (a) The Company and each  Guarantor  will  indemnify and hold harmless
each Initial Purchaser, its partners, directors and officers and each person, if
any, who controls such Initial Purchaser within the meaning of Section 15 of the
Act, against any losses,  claims,  damages or liabilities,  joint or several, to
which such Initial  Purchaser may become subject,  under the Act or the Exchange
Act or otherwise,  insofar as such losses,  claims,  damages or liabilities  (or
actions in respect  thereof) arise out of or are based upon any untrue statement
or alleged  untrue  statement  of any  material  fact  contained in the Offering
Circular,  or any amendment or supplement thereto,  or the Preliminary  Offering
Circular or any Rule 144A  Information  provided by the Company or any Guarantor
to any holder or  prospective  purchaser of Notes  pursuant to Section  5(h), or
arise out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated  therein or necessary in order to make the
statements  therein,  in the light of the  circumstances  under  which they were
made,  not  misleading,  including any losses,  claims,  damages or  liabilities
arising out of or based upon the Company's or any Guarantor's failure to perform
its obligations  under Section 5(a) of this  Agreement,  and will reimburse each
Initial  Purchaser for any legal or other expenses  reasonably  incurred by such


                                       18
<PAGE>

Initial  Purchaser in connection with  investigating or defending any such loss,
claim,  damage,  liability or action as such  expenses are  incurred;  provided,
however, that the Company will not be liable in any such case to the extent that
any such  loss,  claim,  damage or  liability  arises out of or is based upon an
untrue  statement or alleged untrue statement in or omission or alleged omission
from any of such  documents  in reliance  upon and in  conformity  with  written
information  furnished to the Company by any Initial  Purchaser  through  Credit
Suisse First Boston Corporation ("CSFBC") specifically for use therein, it being
understood and agreed that the only such information consists of the information
described as such in subsection  (b) below.  The foregoing  indemnity  agreement
with respect to any Preliminary Offering Circular shall not inure to the benefit
of any Initial  Purchaser who failed to deliver a Final  Offering  Circular,  as
then  amended  or  supplemented,  (so  long  as the  Offering  Circular  and any
amendment  or  supplement  thereto  was  provided  by the Company to the several
Initial  Purchasers  in the  requisite  quantity and on a timely basis to permit
proper  delivery on or prior to the Closing  Date) to the person  asserting  any
losses, claims, damages or liabilities caused by any untrue statement or alleged
untrue  statement  of a material  fact  contained  in any  Preliminary  Offering
Circular,  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,  if such material  misstatement  or omission or alleged
material  misstatement  or omission  was cured in the Offering  Circular,  as so
amended or supplemented.

          (b) Each Initial  Purchaser will  severally and not jointly  indemnify
and hold harmless the Company and the Guarantors, their respective directors and
officers  and each person,  if any,  who controls the Company or the  Guarantors
within the meaning of Section 15 of the Act, against any losses, claims, damages
or liabilities to which the Company or the Guarantors may become subject,  under
the Act or the  Exchange  Act or  otherwise,  insofar  as such  losses,  claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue  statement or alleged  untrue  statement  of any  material  fact
contained in the Offering Circular,  or any amendment or supplement  thereto, or
the  Preliminary  Offering  Circular,  or  arise  out of or are  based  upon the
omission or the alleged omission to state therein a material fact required to be
stated  therein or necessary  in order to make the  statements  therein,  in the
light of the circumstances  under which they were made, not misleading,  in each
case to the  extent,  but only to the  extent,  that such  untrue  statement  or
alleged  untrue  statement or omission or alleged  omission was made in reliance
upon and in conformity with written information furnished to the Company by such
Initial Purchaser through CSFBC specifically for use therein, and will reimburse
any legal or other expenses reasonably incurred by the Company or the Guarantors
in connection  with  investigating  or defending any such loss,  claim,  damage,
liability  or action as such  expenses are  incurred,  it being  understood  and
agreed  that  the only  such  information  furnished  by any  Initial  Purchaser
consists of the  following  information  in the Offering  Circular  furnished on
behalf of each Initial  Purchaser:  the third sentence of the eighth  paragraph,
the  ninth  paragraph  and the  twelfth  paragraph  under the  caption  "Plan of
Distribution";  provided,  however,  that the  Initial  Purchasers  shall not be
liable for any losses,  claims,  damages or liabilities  arising out of or based
upon the Company's or any Guarantor's  failure to perform its obligations  under
Section 5(a) of this Agreement.

          (c) Promptly after receipt by an indemnified  party under this Section
of notice of the commencement of any action,  such indemnified  party will, if a
claim in respect  thereof is to be made  against  the  indemnifying  party under
subsection (a) or (b) above,  notify the indemnifying  party of the commencement


                                       19
<PAGE>

thereof;  but the omission so to notify the indemnifying  party will not relieve
it from any liability that it may have to any  indemnified  party otherwise than
under  subsection (a) or (b) above.  In case any such action is brought  against
any indemnified party and it notifies the indemnifying party of the commencement
thereof,  the indemnifying party will be entitled to participate therein and, to
the extent that it may wish, jointly with any other indemnifying party similarly
notified,  to assume the defense  thereof,  with  counsel  satisfactory  to such
indemnified  party (who shall not,  except with the  consent of the  indemnified
party,  be  counsel  to the  indemnifying  party),  and  after  notice  from the
indemnifying  party to such  indemnified  party of its election so to assume the
defense thereof,  the indemnifying  party will not be liable to such indemnified
party under this Section for any legal or other expenses  subsequently  incurred
by such  indemnified  party in  connection  with the defense  thereof other than
reasonable  costs of  investigation.  No indemnifying  party shall,  without the
prior written  consent of the  indemnified  party,  effect any settlement of any
pending or  threatened  action in respect of which any  indemnified  party is or
could have been a party and indemnity  could have been sought  hereunder by such
indemnified  party unless such settlement  includes an unconditional  release of
such  indemnified  party from all  liability  on any claims that are the subject
matter of such action and does not include a statement  as to or an admission of
fault, culpability or failure to act by or on behalf of any indemnified party.

          (d) If the indemnification provided for in this Section is unavailable
or  insufficient to hold harmless an indemnified  party under  subsection (a) or
(b) above, then each  indemnifying  party shall contribute to the amount paid or
payable by such indemnified party as a result of the losses,  claims, damages or
liabilities referred to in subsection (a) or (b) above (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  Initial  Purchasers  on the other  from the
offering of the Initial Notes or (ii) if the  allocation  provided by clause (i)
above is not permitted by applicable  law, in such  proportion as is appropriate
to reflect not only the  relative  benefits  referred to in clause (i) above but
also the relative fault of the Company and the Guarantor on the one hand and the
Initial  Purchasers on the other in connection  with the statements or omissions
which  resulted in such losses,  claims,  damages or  liabilities as well as any
other relevant equitable  considerations.  The relative benefits received by the
Company and the  Guarantors  on the one hand and the Initial  Purchasers  on the
other  shall be deemed to be in the same  proportion  as the total net  proceeds
from the offering  (after  underwriting  discounts and  commissions,  but before
deducting  expenses)  received  by the  Company,  and the  total  discounts  and
commissions  received  by the  Initial  Purchasers  bear to the  total  price to
investors  of the Initial  Notes.  The  relative  fault 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 the Initial Purchasers and the
parties'  relative intent,  knowledge,  access to information and opportunity to
correct or prevent  such untrue  statement  or  omission.  The amount paid by an
indemnified  party as a result of the  losses,  claims,  damages or  liabilities
referred  to in the first  sentence  of this  subsection  (d) shall be deemed to
include any legal or other  expenses  reasonably  incurred  by such  indemnified
party in connection with investigating or defending any action or claim which is
the subject of this  subsection  (d).  Notwithstanding  the  provisions  of this
subsection (d), no Initial  Purchaser shall be required to contribute any amount
in excess of the  amount by which  the total  price at which the  Initial  Notes
purchased by it were resold  exceeds the amount of any damages that such Initial
Purchaser has otherwise been required to pay by reason of such untrue or alleged
untrue  statement  or omission  or alleged  omission.  The  Initial  Purchasers'


                                       20
<PAGE>

obligations  in this  subsection  (d) to contribute are several in proportion to
their respective purchase obligations and not joint.

          (e) The  obligations  of the  Company  and the  Guarantors  under this
Section shall be in addition to any liability that the Company or the Guarantors
may otherwise have and shall extend, upon the same terms and conditions, to each
person, if any, who controls any Initial Purchaser within the meaning of the Act
or the Exchange Act; and the  obligations of the Initial  Purchasers  under this
Section  shall be in  addition  to any  liability  that the  respective  Initial
Purchasers  may  otherwise  have and  shall  extend,  upon the  same  terms  and
conditions,  to each person,  if any, who controls the Company or the Guarantors
within the meaning of the Act or the Exchange Act.

     9. Conditions of Initial  Purchasers'  Obligations.  The obligations of the
Initial  Purchasers  to purchase  the Initial  Notes  under this  Agreement  are
subject to the satisfaction of each of the following conditions:

          (a) All the  representations  and  warranties  of the  Company and the
Guarantors  contained in this Agreement shall be true and correct on the Closing
Date with the same force and effect as if made on and as of the Closing Date.

          (b) On or after the date hereof, (i) there shall not have occurred any
downgrading,  suspension or withdrawal  of, nor shall any notice have been given
of any potential or intended downgrading, suspension or withdrawal of, or of any
review (or of any potential or intended  review) for a possible change that does
not indicate the direction of the possible  change in, any rating of the Company
or any Guarantor or any  securities of the Company or any Guarantor  (including,
without limitation,  the placing of any of the foregoing ratings on credit watch
with  negative or  developing  implications  or under  review with an  uncertain
direction) by any "nationally  recognized  statistical  rating  organization" as
such term is defined for purposes of Rule  436(g)(2)  under the Act,  (ii) there
shall not have occurred any change,  nor shall any notice have been given of any
potential  or intended  change,  in the outlook for any rating of the Company or
any  Guarantor  or any  securities  of the Company or any  Guarantor by any such
rating  organization,  and (iii) no such  rating  organization  shall have given
notice that it has assigned (or is considering  assigning) a lower rating to the
Notes than that on which the Notes were marketed.  It being  understood that, as
of the date hereof, Moody's Investors Services,  Inc. has assigned a Caa1 rating
with a negative  outlook,  and Standard & Poor's Ratings Services has assigned a
CCC rating with a stable outlook, to the Company's securities.

          (c) Since the respective dates as of which information is given in the
Offering Circular,  other than as set forth in the Offering Circular  (exclusive
of any  amendments  or  supplements  thereto  subsequent  to the  date  of  this
Agreement),  (i) there  shall not have  occurred  any change or any  development
involving a prospective change in the condition,  financial or otherwise, or the
earnings,   business,   management   or   operations  of  the  Company  and  its
subsidiaries, taken as a whole, (ii) there shall not have been any change or any
development  involving  a  prospective  change  in the  capital  stock or in the
long-term debt of the Company or any of its  subsidiaries  and (iii) neither the
Company  nor any of its  subsidiaries  shall  have  incurred  any  liability  or
obligation,  direct  or  contingent,  the  effect  of  which,  in any such  case
described  in clause  9(c)(i),  9(c)(ii)  or  9(c)(iii),  in your  judgment,  is
material and adverse and, in your judgment, makes it impracticable to market the


                                       21
<PAGE>

Initial  Notes on the  terms  and in the  manner  contemplated  in the  Offering
Circular.

          (d) You shall have  received on the Closing Date a  certificate  dated
the Closing Date,  signed by the Chief Executive Officer and the Chief Financial
Officer of the Company and each of the  Guarantors,  confirming  the matters set
forth in Sections  9(a),  9(b) and 9(c) and stating that each of the Company and
the  Guarantors  has complied with all the  agreements  and satisfied all of the
conditions  herein contained and required to be complied with or satisfied on or
prior to the Closing Date.

          (e)  You  shall  have   received  on  the  Closing   Date  an  opinion
(satisfactory  to you  and  counsel  for  the  Initial  Purchasers),  containing
customary assumptions, qualifications and exceptions, dated the Closing Date, of
Arnall Golden Gregory LLP,  counsel for the Company and the  Guarantors,  to the
effect that:

               (i) each of the Company and its subsidiaries is duly incorporated
          or  organized,  is  validly  existing  as  a  corporation  or  limited
          liability  company in good standing under the laws of its jurisdiction
          of  incorporation  or organization  and has the corporate (or similar)
          power and  authority  to carry on its  business  as  described  in the
          Offering Circular and to own, lease and operate its properties;

               (ii) each of the Company and its  subsidiaries  is duly qualified
          and is in good standing as a foreign  corporation or limited liability
          company  authorized to do business in each  jurisdiction  in which the
          nature  of its  business  or its  ownership  or  leasing  of  property
          requires  such  qualification,  except  where  the  failure  to  be so
          qualified would not have a Material Adverse Effect;

               (iii) all the outstanding  shares of capital stock of the Company
          have been duly  authorized  and  validly  issued  and are fully  paid,
          nonassessable  and not  subject to any  preemptive  or similar  rights
          (except  those  granted  to the  holders  of the  Company's  Series  A
          Convertible Preferred Stock);

               (iv) all of the outstanding shares of capital stock or membership
          interests  of  each  of the  Company's  subsidiaries  have  been  duly
          authorized  and validly  issued and are fully paid and  nonassessable,
          and are owned by the  Company,  free and clear of any Lien,  except as
          expressly  provided  under the  Credit  Agreement  and the  Sprint PCS
          Management Agreement;

               (v)  the  Indenture  has  been  duly  authorized,   executed  and
          delivered by the Company and each Guarantor and is a valid and binding
          agreement of the Company and each Guarantor,  enforceable  against the
          Company and each Guarantor in accordance with its terms;

               (vi) the  Initial  Notes  have been  duly  authorized  and,  when
          executed and  authenticated  in accordance  with the provisions of the


                                       22
<PAGE>

          Indenture and  delivered to and paid for by the Initial  Purchasers in
          accordance with the terms of this  Agreement,  will be entitled to the
          benefits of the Indenture and will be valid and binding obligations of
          the Company,  enforceable against the Company in accordance with their
          terms;

               (vii) the Guarantees endorsed on the Initial Notes have been duly
          authorized and, when the Initial Notes are executed and  authenticated
          in  accordance  with the  provisions of the Indenture and delivered to
          and paid for by the Initial Purchasers in accordance with the terms of
          this Agreement,  the Guarantees  endorsed  thereon will be entitled to
          the  benefits  of  the   Indenture  and  will  be  valid  and  binding
          obligations  of  the  Guarantors,  enforceable  against  each  of  the
          Guarantors in accordance with their terms;

               (viii) this  Agreement  has been duly  authorized,  executed  and
          delivered by the Company and the Guarantors;

               (ix) the Registration  Rights Agreement has been duly authorized,
          executed  and  delivered  by the Company and the  Guarantors  and is a
          valid  and  binding  agreement  of the  Company  and  each  Guarantor,
          enforceable  against the Company and each Guarantor in accordance with
          its terms;

               (x) the  Pledge and Escrow  Agreement  has been duly  authorized,
          executed  and  delivered  by the Company and the  Guarantors  and is a
          valid  and  binding  agreement  of the  Company  and  each  Guarantor,
          enforceable  against the Company and each Guarantor in accordance with
          its terms;

               (xi) the Exchange Notes have been duly authorized;

               (xii) the  Guarantees  to be endorsed on the Exchange  Notes have
          been duly authorized;

               (xiii)  the   statements   under  the   captions   "Business--SBA
          Agreement,"    "Business--Motorola    Product    Supply    Agreement,"
          "Business--Alliances  Network  Services  Agreement,"  "The  Sprint PCS
          Agreements,"   "Description  of  Certain   Indebtedness,"   "Principal
          Stockholders,"   "Management--2000   Stock  Option   Plan,"   "Certain
          Transactions,"   "Regulation   of  the   Wireless   Telecommunications
          Industry,"  "Description  of Capital  Stock,"  "Description of Notes,"
          "Certain  United  States  Federal  Tax  Considerations"  and  "Plan of
          Distribution"  in the Offering  Circular,  insofar as such  statements
          constitute a summary of the legal  matters,  documents or  proceedings
          referred to therein,  fairly  present in all  material  respects  such
          legal matters, documents and proceedings;



                                       23
<PAGE>

               (xiv)  neither  the  Company  nor any of its  subsidiaries  is in
          violation  of  its  respective  charter  or  by-laws  and,  except  as
          disclosed  in the  Offering  Circular  or as would not have a Material
          Adverse Effect,  neither the Company nor any of its subsidiaries is in
          default in the performance of any obligation,  agreement,  covenant or
          condition contained in any indenture, loan agreement,  mortgage, lease
          or other agreement or instrument  listed on Schedule 1 attached hereto
          (which Schedule contains all the material  agreements and instruments,
          as  represented  by the  Company,  to which the  Company or any of its
          subsidiaries  is a  party  or by  which  the  Company  or  any  of its
          subsidiaries or their respective property is bound);

               (xv) the  execution,  delivery and  performance of this Agreement
          and the  other  Operative  Documents  by the  Company  and each of the
          Guarantors,  the  compliance by the Company and each of the Guarantors
          with all  provisions  hereof and thereof and the  consummation  of the
          transactions  contemplated hereby and thereby will not (i) require any
          consent,  approval,  authorization or other order of, or qualification
          with, any court or governmental  body or agency (except such as may be
          required  under the  securities or Blue Sky laws of the various states
          or  under  the  Act  as  to  the   registration   required  under  the
          Registration  Rights  Agreement),  (ii)  conflict with or constitute a
          breach of any of the terms or provisions of, or a default  under,  the
          charter or by-laws of the  Company or any of its  subsidiaries  or, to
          the best of such counsel's knowledge after due inquiry, any indenture,
          loan  agreement,  mortgage,  lease or other  agreement  or  instrument
          listed on Schedule 1 attached  hereto,  (iii) violate or conflict with
          any applicable law or any rule, regulation,  judgment, order or decree
          of any court or any  governmental  body or agency having  jurisdiction
          over  the  Company,  any  of  its  subsidiaries  or  their  respective
          property,  (iv)  result  in the  imposition  or  creation  of (or  the
          obligation  to  create or  impose)  a Lien  under,  any  agreement  or
          instrument  known to such  counsel to which the  Company or any of its
          subsidiaries  is a  party  or by  which  the  Company  or  any  of its
          subsidiaries or their respective property is bound, or (v) to the best
          of  such  counsel's  knowledge  after  due  inquiry,   result  in  the
          termination, suspension or revocation of any material Authorization of
          the  Company  or  any of  its  subsidiaries  or  result  in any  other
          impairment of the rights of the holder of any such Authorization.

               (xvi) each of the Sprint Agreements (A) has been duly authorized,
          executed  and  delivered  by, (B)  constitutes  the valid and  binding
          obligation  of, and (C) is  enforceable  in accordance  with its terms
          against,  the Company and any Related  Party,  to the extent each is a
          party thereto;

               (xvii)  the  performance  of the  Sprint  Agreements  (including,
          without  limitation,  the  Sprint  PCS  Management  Agreement)  by the
          Company  and  any of its  affiliates  that  are a party  thereto,  the
          compliance by the Company and such  affiliates with all the provisions


                                       24
<PAGE>

          thereof and the consummation of the transactions  contemplated thereby
          do not (A) require any consent, approval, authorization or other order
          of, or  qualification  with, any court or governmental  body or agency
          (except  such as have  already been  obtained),  (B) conflict  with or
          constitute a breach of any of the terms or provisions of, or a default
          under (or an event which with notice or lapse of time, or both,  would
          constitute  a  breach  of or a  default  under),  the  certificate  of
          incorporation  or  by-laws  (or  similar  governing  document)  of the
          Company or any of its  subsidiaries  or, to the best of such counsel's
          knowledge after due inquiry, any indenture, loan agreement,  mortgage,
          lease or other agreement or instrument that is material to the Company
          and its subsidiaries, taken as a whole, to which the Company or any of
          its  subsidiaries  is a party or by which  the  Company  or any of its
          subsidiaries  or their  respective  property is bound,  (C) violate or
          conflict with any  applicable law or any rule,  regulation,  judgment,
          order or decree of any court or any governmental body or agency having
          jurisdiction  over  the  Company,  any of its  subsidiaries  or  their
          respective  property  or (D) to the best of such  counsel's  knowledge
          after due inquiry, result in the suspension, termination or revocation
          of  any  material   Authorization   of  the  Company  or  any  of  its
          subsidiaries  or any other  impairment  of the rights of the holder of
          any such Authorization;

               (xviii)  after due  inquiry,  such  counsel  does not know of any
          legal or governmental  proceedings  pending or threatened to which the
          Company or any of its  subsidiaries is or could be a party or to which
          any of their respective  property is or could be subject,  which might
          result, singly or in the aggregate, in a Material Adverse Effect.

               (xix) to the best of such counsel's  knowledge after due inquiry,
          neither the  Company  nor any of its  subsidiaries  has  violated  any
          Environmental  Law or any  provisions of ERISA,  any provisions of the
          Foreign Corrupt Practices Act or the rules and regulations promulgated
          thereunder,  except  for  such  violations  which,  singly  or in  the
          aggregate, would not have a Material Adverse Effect;

               (xx) to the best of such counsel's  knowledge  after due inquiry,
          each of the Company and its subsidiaries has such  Authorizations  of,
          and has made all  filings  with and notices  to, all  governmental  or
          regulatory  authorities  and  self-regulatory  organizations  and  all
          courts and other tribunals,  including without  limitation,  under any
          applicable Environmental Laws, as are necessary to own, lease, license
          and operate its  respective  properties  and to conduct its  business,
          except where the failure to have any such Authorization or to make any
          such filing or notice would not,  singly or in the  aggregate,  have a
          Material Adverse Effect. To the best of such counsel's knowledge after
          due inquiry,  each such  Authorization  is valid and in full force and
          effect and each of the Company and its  subsidiaries  is in compliance
          with all the  terms  and  conditions  thereof  and with the  rules and


                                       25
<PAGE>

          regulations   of  the   authorities   and   governing   bodies  having
          jurisdiction   with  respect  thereto;   and  no  event  has  occurred
          (including  the receipt of any notice from any  authority or governing
          body) which allows or,  after  notice or lapse of time or both,  would
          allow, revocation, suspension or termination of any such Authorization
          or results or, after notice or lapse of time or both,  would result in
          any  other  impairment  of the  rights  of  the  holder  of  any  such
          Authorization;  and, to the best of such counsel's knowledge after due
          inquiry,   such  Authorizations   contain  no  restrictions  that  are
          burdensome  to the Company or any of its  subsidiaries;  except  where
          such  failure  to be valid and in full  force  and  effect or to be in
          compliance,  the  occurrence  of any such event or the presence of any
          such  restriction  would  not,  singly  or in  the  aggregate,  have a
          Material Adverse Effect;

               (xxi) none of the Company or the  Guarantors  is or, after giving
          effect  to  the  offering  and  sale  of the  Initial  Notes  and  the
          application  of the net proceeds  thereof as described in the Offering
          Circular,  will be an "investment  company" as such term is defined in
          the Investment Company Act of 1940, as amended;

               (xxii) to the best of such counsel's knowledge after due inquiry,
          except as specifically  disclosed in the Offering Circular,  there are
          no contracts,  agreements or understandings between the Company or any
          Guarantor and any person granting such person the right to require the
          Company or such Guarantor to file a registration  statement  under the
          Act  with  respect  to any  debt  securities  of the  Company  or such
          Guarantor or to require the Company or such  Guarantor to include such
          securities  with the Notes and the Guarantees  registered  pursuant to
          any Registration Statement;

               (xxiii)  the  Indenture  complies  as to  form  in  all  material
          respects  with  the  requirements  of  the  TIA,  and  the  rules  and
          regulations  of the  Commission  applicable  to an indenture  which is
          qualified  thereunder.  It is not  necessary  in  connection  with the
          offer,  sale  and  delivery  of  the  Initial  Notes  to  the  Initial
          Purchasers  in  the  manner  contemplated  by  this  Agreement  or  in
          connection  with the Exempt Resales to qualify the Indenture under the
          TIA.

               (xxiv)  no  registration  under the Act of the  Initial  Notes is
          required for the sale of the Initial  Notes to the Initial  Purchasers
          as contemplated  by this Agreement or for the Exempt Resales  assuming
          that (i) each Initial  Purchaser is a QIB or a Regulation S Purchaser,
          (ii) the accuracy of, and  compliance  with,  the Initial  Purchasers'
          representations  and  agreements   contained  in  Section  7  of  this
          Agreement,  (iii) the accuracy of the  representations  of the Company
          and the Guarantors  set forth in Sections 6(z),  (bb) and (dd) through
          (ii) of this Agreement.



                                       26
<PAGE>

               (xxv) such counsel has no reason to believe  that, as of the date
          of the  Offering  Circular or as of the  Closing  Date,  the  Offering
          Circular,  as amended or supplemented,  if applicable  (except for the
          financial  statements and other financial data included therein, as to
          which such counsel need not express any belief), contained or contains
          any untrue statement of a material fact or omitted or omits 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.

     The opinion of Arnall  Golden  Gregory LLP  described in Section 9(e) above
shall be rendered to you at the  request of the Company and the  Guarantors  and
shall so state  therein.  In giving  such  opinion  with  respect to the matters
covered by Section 9(e)(xxv),  Arnall Golden & Gregory, LLP may state that their
opinion and belief are based upon their  participation in the preparation of the
Offering  Circular  and any  amendments  or  supplements  thereto and review and
discussion  of the  contents  thereof,  but are  without  independent  check  or
verification except as specified.

          (f) The Initial  Purchasers shall have received on the Closing Date an
opinion,  dated the Closing Date,  of Latham & Watkins,  counsel for the Initial
Purchasers,  in  form  and  substance  reasonably  satisfactory  to the  Initial
Purchasers.

          (g) The  Initial  Purchasers  shall  have  received,  at the time this
Agreement is executed and at the Closing Date,  letters dated the date hereof or
the Closing Date, as the case may be, in form and substance  satisfactory to the
Initial  Purchasers from Arthur Andersen LLP,  independent  public  accountants,
containing the  information  and statements of the type  ordinarily  included in
accountants'  "comfort  letters" to the Initial  Purchasers  with respect to the
financial statements and certain financial information contained in the Offering
Circular.

          (h) The Initial Notes shall have been approved by the NASD for trading
and duly listed in PORTAL.

          (i)  The  Company  and  the   Guarantors   shall  have   executed  the
Registration Rights Agreement, and the Initial Purchasers shall have received an
original copy thereof, duly executed by the Company and the Guarantors.

          (j) The  Company,  the  Guarantors  and the  Escrow  Agent  shall have
executed the Pledge and Escrow  Agreement and the Initial  Purchasers shall have
received an original copy thereof,  duly executed by the Company, the Guarantors
and the Escrow Agent.

          (k) The Company  shall have  deposited  $[47,775,000]  of the proceeds
received  from the  offering  of the Initial  Notes into the Escrow  Account and
shall have  provided  to the  Initial  Purchasers  evidence  thereof  reasonably
satisfactory to the Initial Purchasers.

          (l) Neither the  Company  nor the  Guarantors  shall have failed at or
prior to the Closing Date to perform or comply with any of the agreements herein
contained  and required to be  performed or complied  with by the Company or the
Guarantors, as the case may be, at or prior to the Closing Date.



                                       27
<PAGE>

     10. Effectiveness of Agreement and Termination. This Agreement shall become
effective  upon the  execution  and  delivery of this  Agreement  by the parties
hereto.

     This  Agreement  may be  terminated  at any time on or prior to the Closing
Date by the Initial  Purchasers  by written  notice to the Company if any of the
following has occurred:  (i) any change, or any development or event involving a
prospective change, in the condition (financial or other), business,  properties
or  results of  operations  of the  Company  and its  subsidiaries  taken as one
enterprise  which,  in the good faith  judgment of a majority in interest of the
Initial  Purchasers  including  you,  is  material  and  adverse  and  makes  it
impractical  or  inadvisable  to proceed with  completion of the offering or the
sale of and payment for the Initial Notes; (ii) any downgrading in the rating of
any debt  securities  or  preferred  stock  of the  Company  by any  "nationally
recognized  statistical  rating  organization"  (as defined for purposes of Rule
436(g) under the Act), or any public announcement that any such organization has
under  surveillance  or review its rating of any debt  securities  or  preferred
stock of the Company (other than an announcement with positive implications of a
possible  upgrading,  and no  implication  of a  possible  downgrading,  of such
rating)  or any  announcement  that the  Company  has been  placed  on  negative
outlook;  (iii) any change in U.S.  or  international  financial,  political  or
economic conditions or currency exchange rates or exchange controls as would, in
the judgment of a majority in interest of the Initial Purchasers  including you,
be likely to prejudice  materially  the success of the proposed  issue,  sale or
distribution  of the Initial Notes,  whether in the primary market or in respect
of dealings in the secondary  market;  (iv) any material  suspension or material
limitation of trading in securities generally on the New York Stock Exchange, or
any setting of minimum prices for trading on such exchange, or any suspension of
trading  of  any   securities   of  the  Company  on  any  exchange  or  in  the
over-the-counter  market; (v) any banking moratorium declared by U.S. Federal or
New York authorities; (vi) any major disruption of settlements of securities; or
(vii) any attack on,  outbreak or escalation of hostilities or acts of terrorism
involving the United  States,  any  declaration  of war by Congress or any other
national  or  international  calamity  or  emergency  if, in the  judgment  of a
majority in interest of the Initial Purchasers  including you, the effect of any
such attack, outbreak, escalation, act, declaration, calamity or emergency makes
it impractical or inadvisable to proceed with  completion of the offering or the
sale of and payment for the Initial Notes.

     If any Initial Purchaser or Initial Purchasers default in their obligations
to purchase  Initial  Notes  hereunder  and the  aggregate  principal  amount of
Initial  Notes that such  defaulting  Initial  Purchaser  or Initial  Purchasers
agreed but failed to purchase does not exceed 10% of the total principal  amount
of Initial Notes,  CSFBC may make  arrangements  satisfactory to the Company for
the purchase of such Initial  Purchasers by other persons,  including any of the
Initial  Purchasers,  but if no such  arrangements are made by the Closing Date,
the  non-defaulting   Initial  Purchasers  shall  be  obligated  severally,   in
proportion to their respective  commitments  hereunder,  to purchase the Initial
Notes that such defaulting Initial Purchasers agreed but failed to purchase.  If
any  Initial  Purchaser  or  Initial  Purchasers  so default  and the  aggregate
principal amount of Initial Notes with respect to which such default or defaults
occur  exceeds  10%  of  the  total  principal   amount  of  Initial  Notes  and
arrangements  satisfactory  to CSFBC and the  Company  for the  purchase of such
Initial  Notes by other persons are not made within 36 hours after such default,
this   Agreement  will   terminate   without   liability  on  the  part  of  any
non-defaulting  Initial Purchaser or the Company,  except as provided in Section
9. As used in this Agreement,  the term "Initial  Purchaser" includes any person


                                       28
<PAGE>

substituted  for an Initial  Purchaser  under this Section.  Nothing herein will
relieve a defaulting Initial Purchaser from liability for its default.

     11.  Miscellaneous.  Notices  given  pursuant  to  any  provision  of  this
Agreement shall be addressed as follows: (i) if to the Company or any Guarantor,
to Horizon PCS, Inc., 68 East Main Street,  Chillicothe,  Ohio 45601, Attention:
President, and (ii) if to the Initial Purchasers, c/o Credit Suisse First Boston
Corporation,  11 Madison Avenue, New York, New York 10010, Attention:  Syndicate
Department,  or in any case to such other  address as the person to be  notified
may have requested in writing.

     The  respective  indemnities,  contribution  agreements,   representations,
warranties and other  statements of the Company,  the Guarantors and the Initial
Purchasers  set  forth  in or made  pursuant  to  this  Agreement  shall  remain
operative and in full force and effect, and will survive delivery of and payment
for the Initial Notes,  regardless of (i) any investigation,  or statement as to
the  results  thereof,  made by or on  behalf  of the  Initial  Purchasers,  the
officers or  directors of the Initial  Purchasers,  any person  controlling  the
Initial Purchasers, the Company, any Guarantor, the officers or directors of the
Company  or  any  Guarantor,  or  any  person  controlling  the  Company  or any
Guarantor,  (ii)  acceptance of the Initial Notes and payment for them hereunder
and (iii) termination of this Agreement.

     If for any reason the Initial  Notes are not  delivered  by or on behalf of
the Company as provided  herein  (other than as a result of any  termination  of
this Agreement pursuant to Section 10 or the default of the Initial Purchasers),
the Company and each  Guarantor,  jointly and severally,  agree to reimburse the
Initial Purchasers for all reasonable out-of-pocket expenses (including the fees
and   disbursements   of   counsel)   incurred   by  the   Initial   Purchasers.
Notwithstanding  any termination of this Agreement,  the Company shall be liable
for all expenses which it has agreed to pay pursuant to Section 5(i) hereof. The
Company and each Guarantor also agree,  jointly and severally,  to reimburse the
Initial Purchasers and their respective officers,  directors and each person, if
any, who controls such Initial Purchaser within the meaning of Section 15 of the
Act or  Section  20 of the  Exchange  Act  for any and  all  fees  and  expenses
(including  without  limitation  the  reasonable  fees and  expenses of counsel)
incurred by them in connection  with enforcing their rights under this Agreement
(including without limitation its rights under Section 8).

     Except as otherwise  provided,  this  Agreement has been and is made solely
for the benefit of and shall be binding upon the Company,  the  Guarantors,  the
Initial  Purchasers,   the  Initial  Purchasers'  directors  and  officers,  any
controlling  persons  referred to herein,  the  directors of the Company and the
Guarantors and their respective successors and assigns, all as and to the extent
provided in this Agreement,  and no other person shall acquire or have any right
under or by virtue of this  Agreement.  The term  "successors and assigns" shall
not include a purchaser of any of the Initial Notes from the Initial  Purchasers
merely because of such purchase.

     This Agreement  shall be governed and construed in accordance with the laws
of the State of New York.

     This Agreement may be signed in various  counterparts  which together shall
constitute one and the same instrument.




                                       30
<PAGE>



     Please confirm that the foregoing  correctly sets forth the agreement among
the Company, the Guarantors and the Initial Purchasers.

                            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





                                       31
<PAGE>



                                   SCHEDULE 1

                               Material Agreements

1.   Indenture dated as of September 26, 2000 between Horizon PCS, Inc., Horizon
     Personal Communications, Inc., Bright Personal Communications Services LLC,
     and Wells Fargo Bank Minnesota, National Association.

2.   Note  Guarantee  of  Horizon  Personal  Communications,  Inc.  dated  as of
     September 26, 2000.

3.   Note Guarantee of Bright Personal Communications Services, LLC. dated as of
     September 26, 2000.

4.   Sprint PCS Management Agreement between Sprint Spectrum,  L.P.,  SprintCom,
     Inc.,  Horizon  Personal  Communications,  Inc., and Sprint  Communications
     Company, L.P. dated June 8, 1998.

5.   Addendum I to Sprint PCS Management Agreement by and among Sprint Spectrum,
     L.P., SprintCom,  Inc., Sprint  Communications,  L.P., and Horizon Personal
     Communications, Inc., dated June 8, 1998.

6.   Addendum  II to  Sprint  PCS  Management  Agreement,  by and  among  Sprint
     Spectrum, L.P., SprintCom, Inc., Horizon Personal Communications, Inc., and
     Sprint Communications Company, L.P. dated August 12, 1999.

7.   Addendum  III to  Sprint  PCS  Management  Agreement  by and  among  Sprint
     Spectrum L.P., WirelessCo,  L.P., SprintCom,  Inc., PhillieCo, L.P., Sprint
     Communications  Company, L.P., and Horizon Personal  Communications,  Inc.,
     dated May 19, 2000.

8.   Letter  Agreement,  dated  July 3, 2000,  between  Sprint  Spectrum,  L.P.,
     SprintCom,  Inc.  and  Horizon  Personal  Communications,  Inc.  (Sometimes
     referred to as "Addendum IV").

9.   Sprint PCS Services  Agreement  between Sprint  Spectrum  L.P.,  SprintCom,
     Inc.,   Sprint   Communications   Company,   L.P.   and  Horizon   Personal
     Communications, Inc., dated June 8, 1998.

10.  Sprint  Trademark  and  Service  Mark  License   Agreement  between  Sprint
     Spectrum,  L.P., SprintCom,  Inc., Sprint Communications  Company, L.P. and
     Horizon Personal Communications, Inc., dated June 8, 1998.

11.  Sprint Spectrum Trademark and Service Mark License Agreement between Sprint
     Spectrum L.P.,  SprintCom,  Inc., Sprint  Communications  Company, L.P. and
     Horizon Personal Communications, Inc., dated June 8, 1998.

12.  Sprint PCS Management Agreement between WirelessCo,  L.P., SprintCom, Inc.,
     Sprint Spectrum,  L.P. and Bright Personal  Communications  Services,  LLC,
     dated October 13, 1999.




<PAGE>

13.  Sprint PCS Services  Agreement  between  Sprint  Spectrum,  L.P. and Bright
     Personal Communications Services, LLC, dated October 13, 1999.

14.  Sprint  Trademark  and  Service  Mark  License   Agreement  between  Sprint
     Communications Company, L.P. and Bright Personal  Communications  Services,
     LLC, dated October 13, 1999.

15.  Sprint Spectrum Trademark and Service Mark License Agreement between Sprint
     Spectrum,  L.P. and Bright  Personal  Communications  Services,  LLC, dated
     October 13, 1999.

16.  Addendum V to Sprint PCS Management  Agreement dated as of June 1, 2001, by
     and among Horizon Personal  Communications,  Inc.,  Sprint Spectrum,  L.P.,
     SprintCom, Inc., and Sprint Communications Company L.P.

17.  Addendum  VI to  Sprint  PCS  Management  Agreement  by and  among  Horizon
     Personal Communications,  Inc., Sprint Spectrum, L.P., SprintCom,  Inc. and
     Sprint Communications Company L.P.

18.  Network Services Agreement by and between West Virginia PCS Alliance, L.C.,
     Virginia PCS  Alliance,  L.C. and Horizon  Personal  Communications,  Inc.,
     dated August 12, 1999, as amended.

19.  Amendment  to Network  Services  Agreement  by and among  Horizon  Personal
     Communications,  Inc.,  West Virginia PCS  Alliance,  L.C. and Virginia PCS
     Alliance, L.C. dated as of August 20, 2001.

20.  PCS CDMA Product Supply Contract by and between Motorola,  Inc. and Horizon
     Personal Communications, Inc.

21.  Site Development Agreement by and between Horizon Personal  Communications,
     Inc. and SBA Towers, Inc., dated August 17, 1999.

22.  Master Site Agreement by and between SBA Towers,  Inc. and Horizon Personal
     Communications, Inc., dated July 1999.

23.  First  Addendum to Master  Site  Agreement  by and among SBA Towers,  Inc.,
     Bright  Personal   Communications   Services,  LLC,  and  Horizon  Personal
     Communications, Inc., dated April 24, 2000.

24.  Master   Design   Build   Agreement   by  and  between   Horizon   Personal
     Communications, Inc. and SBA Towers, Inc., dated August 17, 1999.

25.  Master Site Agreement by and between SBA Towers,  Inc. and Bright  Personal
     Communications Services, LLC, dated October 1, 1999.

26.  Master Design Build Agreement by and between Bright Personal Communications
     Services, LLC and SBA Towers, Inc., dated October 1, 1999.



                                       33
<PAGE>

27.  Securities Purchase Agreement dated September 26, 2000 by and among Horizon
     PCS, Inc.  Apollo  Investment Fund IV, L.P.,  Apollo Overseas  Partners IV,
     L.P., Ares Leveraged  Investment Fund, L.P., Ares Leveraged Investment Fund
     II, L.P. and First Union Investors, Inc.

28.  Investors Rights and Voting Agreement dated September 26, 2000 by and among
     Horizon  PCS,  Inc.,  Apollo  Investment  Fund IV,  L.P.,  Apollo  Overseas
     Partners IV, L.P.,  Ares Leveraged  Investment  Fund,  L.P., Ares Leveraged
     Investment  Fund II,  L.P.  and First  Union  Investors,  Inc.  and Horizon
     Telcom, Inc.

29.  Registration Rights Agreement dated September 26, 2000 by and among Horizon
     PCS, Inc.,  Apollo  Investment Fund IV, L.P.,  Apollo Overseas Partners IV,
     L.P., Ares Leveraged  Investment Fund, L.P., Ares Leveraged Investment Fund
     II, L.P. and First Union Investors, Inc.

30.  Credit  Agreement,  dated as of September  26, 2000,  by and among  Horizon
     Personal Communications, Inc., and Bright Personal Communications Services,
     LLC,  Horizon PCS, Inc.  (the  "Parent")  and certain  Subsidiaries  of the
     Parent, the several banks and other financial institutions as may from time
     to time become  parties to this  Agreement,  First Union  National Bank, as
     Administrative Agent, Westdeutsche Landesbank Girozentrale,  as Syndication
     Agent and Arranger and Fortis Capital Corp., as Documentation Agent.

31.  First Amendment to Credit Agreement and Assignment dated November 20, 2000,
     by and among  Horizon  Personal  Communications,  Inc. and Bright  Personal
     Communications  Services, LLC, Horizon PCS, Inc. (the "Parent") and certain
     subsidiaries  of the Parent,  Existing  Lenders,  New Lenders,  First Union
     National   Bank,   as   Administrative   agent,   Westdeutsche   Landesbank
     Girozentrale,  as Syndication  Agent and Arranger and Fortis Capital Corp.,
     as Documentation Agent.

32.  Second Amendment to Credit  Agreement and Assignment,  dated June 29, 2001,
     by and among  Horizon  Personal  Communications,  Inc. and Bright  Personal
     Communications  Services, LLC, Horizon PCS, Inc. (the "Parent") and certain
     Subsidiaries  of the Parent,  Existing  Lenders,  New Lenders,  First Union
     National   Bank,   as   Administrative   Agent,   Westdeutsche   Landesbank
     Girozentrale,  as Syndication Agent and Arranger, and Fortis Capital Corp.,
     as Documentation  Agent,  incorporated by reference to the Exhibit with the
     same number filed with the Current  Report on Form 8-K of Horizon PCS, Inc.
     (SEC File No. 333-51240).

33.  Third  Amendment  to Credit  Agreement  and Waiver dated as of November 26,
     2001  by and  among  Horizon  Personal  Communications,  Inc.,  and  Bright
     Personal Communications Services, LLC, Horizon PCS, Inc. (the "Parent") and
     certain  Subsidiaries of the Parent,  the several banks and other financial
     institutions  as may from time to time  become  parties  to the  Agreement,
     First Union National Bank, as Administrative Agent, Westdeutsche Landesbank
     Girozentrale,  as Syndication  Agent and Arranger and Fortis Capital Corp.,
     as Documentation Agent.




<PAGE>




                                   SCHEDULE A

                     Initial Purchaser                 Principal Amount of Notes

Credit Suisse First Boston Corporation.................       $   87,500,000
First Union Securities, Inc............................           52,500,000
Bear, Stearns & Co. Inc................................           17,500,000
Lehman Brothers Inc....................................           17,500,000

         Total.........................................       $  175,000,000




<PAGE>

                                   SCHEDULE B

                                  Subsidiaries

                      Horizon Personal Communications, Inc.

                  Bright Personal Communications Services, LLC



<PAGE>




                                    EXHIBIT A

                      Form of Registration Rights Agreement




1420152