EXHIBIT 10.40.7



                              CONSENT AND AGREEMENT
            (First Union National Bank / Horizon PCS and Bright PCS)

     This Consent and Agreement  (this "Consent and  Agreement") is entered into
as of September  26, 2000,  between  SPRINT  SPECTRUM  L.P., a Delaware  limited
partnership   ("Sprint  Spectrum"),   SPRINTCOM,   INC.,  a  Kansas  corporation
("SprintCom"),   SPRINT  COMMUNICATIONS   COMPANY,   L.P.,  a  Delaware  limited
partnership  ("Sprint  Communications"),  WIRELESSCO,  L.P., a Delaware  limited
partnership  ("WirelessCo"  and together  with Sprint  Spectrum,  SprintCom  and
Sprint Communications,  the "Sprint Parties"),  and FIRST UNION NATIONAL BANK, a
national  banking  association,  as  administrative  agent  (together  with  any
successors   thereof  in  accordance  with  the  Credit  Agreement   hereinafter
described, the "Administrative Agent") for the lenders under that certain Credit
Agreement  among HORIZON  PERSONAL  COMMUNICATIONS,  INC.,  an Ohio  corporation
("Horizon"),  BRIGHT  PERSONAL  COMMUNICATIONS  SERVICES,  LLC, an Ohio  limited
liability company ("Bright") (each individually an "Affiliate" and collectively,
the "Affiliates"), Horizon PCS, Inc. ("Horizon PCS") and certain subsidiaries of
Horizon  PCS,  as  guarantors  (each  subsidiary  as existing or existing in the
future, a "Guarantor"),  the  Administrative  Agent and the lenders from time to
time  party  thereto  (the  "Lenders").  This  Consent  and  Agreement  shall be
effective,  and the  Horizon  Consent and  Agreement  dated June 1, 2000 and the
Bright Consent and Agreement  dated April 28, 2000 shall be terminated and of no
further  force or effect,  upon the payment in full of all  amounts  outstanding
under the indebtedness  referenced by the June 1, 2000 Consent and Agreement and
the April 28, 2000 Consent and Agreement.

     Each  Affiliate has entered into a Sprint PCS Management  Agreement,  dated
and  effective  as of June 8, 1998 for  Horizon,  and dated and  effective as of
October 13, 1999 for Bright (as each may be amended,  modified,  or supplemented
from time to time, the "Management Agreement") with WirelessCo,  Sprint Spectrum
and  SprintCom  providing  for the design,  construction  and  management of the
Service Area Network (as therein defined).  Each Affiliate has also entered into
the  Sprint  PCS  Services  Agreement  (as  it  may  be  amended,  modified,  or
supplemented  from  time to  time,  the  "Services  Agreement")  and the  Sprint
Trademark and Service Mark License  Agreement and the Sprint Spectrum  Trademark
and Service Mark License Agreement (together, as they may be amended,  modified,
or  supplemented  from time to time, the "License  Agreements")  (the Management
Agreement,  the  Services  Agreement  and the License  Agreements  and all other
agreements  between each Affiliate or its subsidiaries,  on the one hand and the
Sprint Parties or any subsidiary of Sprint Corporation on the other hand whether
entered  into prior to, on, or after the date  hereof that relate to the Service
Area  Network as they may be amended,  modified,  or  supplemented  from time to
time, collectively, the "Sprint Agreements").

     Affiliates  have entered into or  concurrently  herewith are entering  into
with the  Administrative  Agent and the Lenders,  that certain Credit  Agreement
providing for the extension of credit in the amount of  $225,000,000  (which may
be  increased  to  $275,000,000),  dated  as of  September  26,  2000 (as may be
amended,  supplemented,  restated,  replaced or otherwise  modified from time to
time, the "Credit  Agreement"),  to provide financing for a portion of the costs
of the design and construction of the Service Area Network and for certain other
purposes.  The  Credit  Agreement  and each  note,  security  agreement,  pledge
agreement, guaranty and any and all other agreements, documents or instruments



<PAGE>

entered into in connection with any of the foregoing,  as the same may from time
to time be amended, supplemented,  restated, replaced or otherwise modified from
time to time, shall collectively be referred to as the "Credit Documents."

     As a condition to the  availability of credit to Affiliate under the Credit
Agreement,  the Administrative Agent and the Lenders have required the execution
and  delivery  of this  Consent  and  Agreement  by the Sprint  Parties and have
required that  Affiliates,  Horizon PCS and all related  parties to  Affiliates,
acknowledge,  consent and agree to all terms and  provisions of this Consent and
Agreement.

     SprintCom  and  WirelessCo  hold,  directly or  indirectly,  certain of the
Licenses for the Service  Areas managed by  Affiliates  as  contemplated  in the
Management  Agreement.  As used in this Consent and Agreement,  the term "Sprint
PCS" shall refer in each particular  instance or application to SprintCom and/or
WirelessCo,  based on which of the two entities owns the License in that portion
of the Service Area to which the subject of the instance or application applies.

     All  capitalized  terms in this Consent and  Agreement  shall have the same
meanings ascribed to them in the Management  Agreement unless otherwise provided
in  this  Consent  and  Agreement;   provided,  that  the  terms  "Commitments",
"Default",   "Event  of  Default",   "Credit   Documents",   and  "Credit  Party
Obligations" shall have the meanings ascribed to them in the Credit Agreement.

     Accordingly,  each Sprint Party and the Administrative  Agent, on behalf of
itself and for the Lenders, hereby agrees as follows:

     SECTION  1.  Consent  to  Security   Interest.   In  connection   with  the
transactions   contemplated  by  the  Credit  Agreement  and  the  other  Credit
Documents,  (a) Each  Affiliate has granted or will grant to the  Administrative
Agent, for the benefit of the Lenders, a first priority security interest in and
lien upon substantially all of its assets and property, tangible and intangible,
whether  now owned or  hereafter  acquired  or  arising,  and all  proceeds  and
products  thereof  and  accessions  thereto,  including  but not  limited to the
Operating   Assets,   (b)   Horizon  PCS  has  granted  or  will  grant  to  the
Administrative  Agent, for the benefit of the Lenders, a first priority security
interest  in and  pledge of all  stock,  membership  interests  or other  equity
interests  in Horizon and Bright,  and each of Horizon and Bright has granted or
will grant to the Administrative  Agent, for the benefit of the Lenders, a first
priority  security interest in and pledge of all stock or other equity interests
it holds in each  existing and future direct and indirect  subsidiaries  of each
Affiliate  (the "Pledged  Equity"),  and (c) Each  Affiliate has granted or will
grant to the  Administrative  Agent,  for the  benefit of the  Lenders,  a first
priority  security interest in and lien upon the rights of each Affiliate in, to
and under the Sprint  Agreements.  The foregoing security  interests,  liens and
pledges  are  referred  to  collectively  as the  "Security  Interests"  and the
foregoing assets and property in which the Administrative Agent, for the benefit
of the Lenders,  has been or will be granted a first priority  security interest
in and lien are referred to collectively as the "Collateral". In addition to the
foregoing,  Horizon PCS and each of the existing arid future direct and indirect
subsidiaries  of Horizon  PCS has  granted  or will grant to the  Administrative


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Agent, for the benefit of the Lenders, a first priority security interest in and
lien upon substantially all of its assets and property, tangible and intangible,
whether  now owned or  hereafter  acquired  or  arising,  and all  proceeds  and
products thereof and accessions thereto,  which security interests and liens are
referred to collectively as the "Additional Security Interests" and which assets
and property are referred to collectively as the "Additional  Collateral."  Each
Sprint  Party (i)  acknowledges  notice of the  Credit  Agreement  and the other
Credit Documents, (ii) consents to the granting of the Security Interests in the
Collateral and of the Additional Security Interests in the Additional Collateral
to the  Administrative  Agent,  for the benefit of the Lenders and the filing of
any UCC  financing  statements  or any  other  filing  deemed  necessary  by the
Administrative  Agent to perfect such Security Interests and Additional Security
Interests,  and (iii)  agrees that (a) neither it nor any  subsidiary  of Sprint
Corporation  will  challenge  or contest  that the  Security  Interests  and the
Additional  Security  Interests are valid,  enforceable and duly perfected first
priority  security  interests  and  liens  in  and  to the  Collateral  and  the
Additional  Collateral,  (b) neither it nor any subsidiary of Sprint Corporation
will argue that any such Security  Interest or Additional  Security  Interest is
subject to avoidance,  limitation or subordination  under any legal or equitable
theory or cause of action,  and (c) so long as the  Management  Agreement  is in
effect,  it will not sell,  transfer or assign all or part of the Licenses  that
Each Affiliate has the right to use; provided, however, that notwithstanding the
foregoing,  a Sprint Party may at any time sell,  transfer or assign all or part
of the Licenses that Each Affiliate has have the right to use in accordance with
a transaction allowed under Section 17.15.5 of the Management Agreement, so long
as the buyer,  transferee or assignee, as the case may be, agrees to be bound by
the terms of this Consent and Agreement as such terms relate to such Licenses.

     Each Sprint Party  acknowledges  and agrees that (i)  Sections  17.15.1 and
17.15.2  of  the  Management  Agreement  do  not  apply  to  the  assignment  of
Affiliates'  rights under the Sprint Agreements to the  Administrative  Agent or
the Lenders  under the Credit  Documents  or in  connection  with a  transaction
permitted pursuant to this Consent and Agreement to any other Person pursuant to
the  Credit  Documents  or to  any  other  assignment  in  connection  with  any
transaction  permitted  pursuant to this Consent and  Agreement and (ii) Section
17.15.3 of the Management  Agreement shall not apply to any Change of Control of
Affiliates in connection with the exercise by the Administrative Agent of any of
its rights or remedies under the Credit Documents,  including without limitation
in  connection  with  the sale of the  partnership,  membership  or  shareholder
interests  of  Affiliates  to any  Person or to any other  Change of  Control of
Affiliates; provided, however. Section 17.15.3 of the Management Agreement shall
apply to any such transaction if such transaction is not with the Administrative
Agent or the Lenders or is not a transaction  permitted pursuant to this Consent
and Agreement.  It is understood that any assignment described in this Section 1
to the Administrative  Agent or the Lenders is hereby consented to by the Sprint
Parties; provided, that any subsequent assignment by the Administrative Agent or
the Lenders shall be in accordance with the terms of this Consent and Agreement.

     SECTION 2. Payments.  Upon receipt of the  Administrative  Agent's  written
instructions,  each Sprint Party agrees to make all payments (if any) to be made
by it under the Sprint Agreements, subject to its rights of setoff or recoupment
with respect to such payments as permitted  under Section 10.6 of the Management
Agreement,  to each Affiliate directly to the Administrative Agent, or otherwise



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as the Administrative Agent shall direct;  provided, that during the period that
such Sprint Party is making such payments directly to the  Administrative  Agent
or its  designee  pursuant  to this  Section 2, such Sprint  Party's  setoff and
recoupment  rights under such  Section  10.6 shall not be limited to  undisputed
amounts.  The Administrative  Agent hereby agrees that the Administrative  Agent
will not give any such  written  instructions  for it to receive  such  payments
directly  from a Sprint Party unless an Event of Default has occurred  under the
Credit Agreement and is continuing.  Such written  instructions to make payments
directly to the Administrative Agent shall be effective only so long as an Event
of  Default  is  continuing,  and the  Administrative  Agent  will  revoke  such
instructions  promptly following the cure of such Event of Default. Any payments
made by any Sprint Party directly to, or at the direction of, the Administrative
Agent shall fully  satisfy any  obligation of such Sprint Party to make payments
to each Affiliate under the Sprint Agreements to the extent of such payments.

     SECTION  3.  Notice and Effect of Event of  Default,  Management  Agreement
Breach and Event of Termination.  The Administrative  Agent agrees to provide to
Sprint Spectrum a copy of any written notice that the Administrative Agent sends
to each  Affiliate,  promptly  after  sending such notice,  that a Default or an
Event of Default has occurred and is continuing,  and Sprint  Spectrum agrees to
provide to the  Administrative  Agent a copy of any  written  notice that Sprint
Spectrum sends to each  Affiliate,  promptly after sending such notice,  that an
Event of  Termination  or an event that if not cured,  or if notice is provided,
will constitute an Event of Termination  (each of an Event of Termination and an
event that if not cured would constitute an Event of Termination,  a "Management
Agreement  Breach")  has  occurred.   Sprint  Spectrum   acknowledges  that  the
Administrative Agent has informed it that an Event of Termination constitutes an
Event of  Default  under the  Credit  Documents,  and  Sprint  Spectrum  further
acknowledges  that the Management  Agreement does not prohibit either  Affiliate
from curing such an Event of Default.

     SECTION  4.  Event  of  Default  without  a  Management  Agreement  Breach.

          (a) Affiliates  Remain as Manager or Interim Manager  Appointed.  Upon
and during the continuation of an Event of Default when no Management  Agreement
Breach as to which  Sprint  Spectrum has given the  Administrative  Agent notice
exists  on the  original  date of  occurrence  of such  Event  of  Default,  the
Administrative Agent may, by prior written notice to Sprint Spectrum,  (i) allow
either Affiliate to continue to act as the Manager under the Sprint  Agreements,
(ii)  appoint  Sprint  Spectrum  to act as  "Interim  Manager"  under the Sprint
Agreements,  or (iii)  appoint a Person  other than  Sprint  Spectrum  to act as
Interim  Manager  under  the  Sprint  Agreements.  If the  Administrative  Agent
initially  allows  either  Affiliate to continue to act as the Manager under the
Sprint Agreements,  the Administrative Agent may later, during a continuation of
an Event of  Default,  remove  the  Affiliate  as  Manager  and take the  action
described  above in clauses  (ii) and (iii).  The date on which a Person  begins
serving as Interim Manager shall be the "Commencement Date."

          (b) Sprint Spectrum or Sprint Spectrum Designee as Interim Manager. If
the Administrative Agent appoints Sprint Spectrum as Interim Manager,  within 14
days  after its  appointment  Sprint  Spectrum  shall  accept  the  position  or
designate  another  Person (a  "Sprint  Spectrum  Designee")  to act as  Interim



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<PAGE>

Manager  under the Sprint  Agreements.  The  Administrative  Agent shall  accept
Sprint Spectrum and any Sprint Spectrum Designee that is then acting as an Other
Manager  (other  than  Affiliates)  to act as Interim  Manager  under the Sprint
Agreements.  Any Sprint  Spectrum  Designee that is not an Other Manager must be
acceptable  to  the   Administrative   Agent,   which  acceptance  will  not  be
unreasonably  withheld.  If, within 30 days after the Administrative Agent gives
Sprint Spectrum notice of its appointment as Interim Manager, Sprint Spectrum or
a Sprint Spectrum  Designee does not agree to act as Interim  Manager,  then the
Administrative  Agent  shall have the right to appoint an  Administrative  Agent
Designee  (as defined in Section  4(c)) as Interim  Manager in  accordance  with
Section 4(c). At the discretion of the Administrative  Agent, Sprint Spectrum or
the Sprint Spectrum Designee shall serve as Interim Manager for up to six months
from the Commencement Date.

          Upon the expiration of its initial  6-month period as Interim  Manager
under the Sprint  Agreements,  Sprint Spectrum or the Sprint  Spectrum  Designee
will agree,  at the written  request of the  Administrative  Agent,  to serve as
Interim  Manager  for  up to 6  months  from  such  expiration  date  until  the
Administrative  Agent gives Sprint Spectrum or the Sprint  Spectrum  Designee at
least 30 days'  written  notice of its  desire to  terminate  the  relationship;
provided,  that the extended period will be for 12 months rather than six months
(for a complete  term of 18 months) in the event,  as of the date of the initial
appointment,  the  aggregate  number of pops that each  Affiliate  and all Other
Managers have the right to serve under their  respective  management  agreements
with the Sprint Parties is less than 40 million (such 6 or 12 month period,  the
"Extension Period").

          Upon the  termination or expiration of the term of Sprint  Spectrum or
the Sprint Spectrum Designee as Interim Manager,  the Administrative Agent shall
have the right to appoint a successor Interim Manager in accordance with Section
4(c).

          (c)  Administrative   Agent  Designee  as  Interim  Manager.   If  the
Administrative  Agent elects to appoint a Person  other than Sprint  Spectrum to
act as Interim  Manager under the Sprint  Agreements (an  "Administrative  Agent
Designee") as permitted under Sections  4(a)(iii and 4(b),  such  Administrative
Agent Designee must (i) agree to serve as Interim  Manager for six months unless
terminated  earlier  by Sprint  Spectrum  because  of a  material  breach by the
Administrative  Agent Designee of the terms of the Sprint Agreements that is not
timely cured by the Administrative Agent Designee or by the Administrative Agent
in its discretion, (ii) meet the applicable "Successor Manager Requirements" set
forth  below in  Section  13,  and (iii)  agree to comply  with the terms of the
Sprint Agreements but will not be required to assume the existing liabilities of
each Affiliate. In the case of a proposed Administrative Agent Designee,  Sprint
Spectrum  shall  provide to the  Administrative  Agent,  within 10 Business Days
after the request therefor, a detailed description of all information reasonably
requested  by Sprint  Spectrum  to enable  Sprint  Spectrum  to  determine  if a
proposed   Administrative   Agent  Designee   satisfies  the  Successor  Manager
Requirements.  Sprint Spectrum agrees to inform the Administrative  Agent within
20  days  after  it  receives   such   information   respecting   such  proposed
Administrative  Agent  Designee  from  the  Administrative  Agent  whether  such
designee satisfies the Successor Manager  Requirements.  If Sprint Spectrum does
not so inform the  Administrative  Agent within such 20-day period,  then Sprint
Spectrum  shall be  deemed  to  agree,  for all  purposes  of this  Consent  and



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<PAGE>

Agreement,   that  such  proposed  designee   satisfies  the  Successor  Manager
Requirements.  A Person that satisfies the Successor Manager Requirements (or is
deemed to satisfy such requirements) qualifies under the Management Agreement to
become a Successor Manager,  unless the Administrative Agent Designee materially
breaches the terms of a Sprint  Agreement  while acting as Interim Manager or no
longer  meets the  Successor  Manager  Requirements.  The  Administrative  Agent
Designee may continue to serve as Interim  Manager  after the initial  six-month
period at the Administrative  Agent's discretion,  so long as the Administrative
Agent Designee  continues to satisfy the Successor  Manager  Requirements and it
does  not  materially  breach  the  terms  of  the  Sprint  Agreements.  If  the
Administrative  Agent Designee,  materially  breaches any Sprint Agreement while
acting as Interim  Manager,  then Sprint Spectrum and the  Administrative  Agent
have the rights set forth in Section 5; provided,  that Sprint  Spectrum may not
allow either  Affiliate to act as the Manager of the Sprint  Agreements  without
the Administrative Agent's consent.

     SECTION 5.  Event of Default  Created  by a  Management  Agreement  Breach.

          (a) Affiliates Remain as Manager or Interim Manager Appointed. Upon an
Event of Default  created by a Management  Agreement  Breach (so long as at such
time an Event of Default  not  created by a  Management  Agreement  Breach as to
which  the  Administrative  Agent  has given  Sprint  Spectrum  notice is not in
existence),  Sprint  Spectrum may by prior written notice to the  Administrative
Agent (i) allow  either  Affiliate  to continue to act as the Manager  under the
Sprint Agreements if approved by the  Administrative  Agent, (ii) act as Interim
Manager under the Sprint Agreements, or (iii) appoint a Sprint Spectrum Designee
to act as Interim  Manager under the Sprint  Agreements as provided in paragraph
(b) below. If Sprint Spectrum  initially  allows either Affiliate to continue to
act as the Manager under the Sprint Agreements, Sprint Spectrum may later remove
either  Affiliate as Manager and take the action described above in clauses (ii)
and (iii).  The  Administrative  Agent shall have no right to appoint an Interim
Manager  when an Event of Default  is caused by a  Management  Agreement  Breach
(unless an Event of Default not created by a Management  Agreement  Breach is in
existence),  unless  Sprint  Spectrum  elects not to act as  Interim  Manager or
elects not to appoint a Sprint Spectrum Designee.

          (b) Sprint Spectrum or Sprint Spectrum Designee as Interim Manager. If
Sprint Spectrum acts as Interim Manager or designates a Sprint Spectrum Designee
to act as Interim Manager under the Sprint Agreements, the Interim Manager shall
serve as Interim Manager for up to six months from the Commencement Date, at the
discretion  of Sprint  Spectrum.  The  Administrative  Agent shall accept Sprint
Spectrum  and any  Sprint  Spectrum  Designee  that is then  acting  as an Other
Manager  (other  than  Affiliates)  to act as Interim  Manager  under the Sprint
Agreements.  Any Sprint  Spectrum  Designee  that is not then acting as an Other
Manager must be acceptable to the  Administrative  Agent,  which acceptance will
not be unreasonably withheld.

          Upon the expiration of its initial six-month period as Interim Manager
under the Sprint  Agreements,  Sprint Spectrum or the Sprint  Spectrum  Designee
will  agree to serve as  Interim  Manager  for the  Extension  Period  until the
Administrative  Agent gives Sprint Spectrum or the Sprint  Spectrum  Designee at



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least 30 days' written notice of its desire to terminate the relationship.

          Upon the  termination or expiration of the term of Sprint  Spectrum or
the Sprint  Spectrum  Designee  as Interim  Manager  and with the consent of the
Administrative  Agent  (which  consent  shall not be  unreasonably  withheld  or
delayed),  Sprint  Spectrum shall have the right to appoint a successor  Interim
Manager in accordance with Section 5(a).

          (c) Administrative Agent Designnee as Interim Manager. Notwithstanding
anything in paragraph  (a) above to the  contrary,  if, after  Acceleration  (as
defined in Section 6(a) of this Consent and  Agreement) and within 30 days after
Sprint Spectrum gives the Administrative  Agent notice of a Management Agreement
Breach,  Sprint  Spectrum  does not agree to act as Interim  Manager or does not
obtain the consent of a Sprint Spectrum Designee to act as Interim Manager under
the Sprint  Agreements,  or if Sprint Spectrum or the Sprint  Spectrum  Designee
gives the Administrative  Agent notice of its resignation as Interim Manager and
Sprint  Spectrum  fails to appoint a successor in  accordance  with Section 5(b)
within 30 days after such resignation,  the Administrative  Agent may appoint an
Administrative  Agent Designee to act as Interim  Manager.  Such  Administrative
Agent Designee must (i) agree to serve as Interim  Manager for six months unless
terminated  earlier  by Sprint  Spectrum  because  of a  material  breach by the
Administrative  Agent  Designee of the terms of the Sprint  Agreements or by the
Administrative  Agent in its  discretion,  (ii)  meet the  applicable  Successor
Manager  Requirements,  and (iii)  agree to comply  with the terms of the Sprint
Agreements.  In the case of a proposed  Administrative  Agent  Designee,  Sprint
Spectrum  shall  provide to the  Administrative  Agent,  within 10 Business Days
after the request therefor, a detailed description of all information reasonably
requested  by Sprint  Spectrum  to enable  Sprint  Spectrum  to  determine  if a
proposed   Administrative   Agent  Designee   satisfies  the  Successor  Manager
Requirements.  Sprint Spectrum agrees to inform the Administrative  Agent within
20  days  after  it  receives   such   information   respecting   such  proposed
Administrative  Agent  Designee  from  the  Administrative  Agent  whether  such
designee satisfies the Successor Manager  Requirements.  If Sprint Spectrum does
not so inform the  Administrative  Agent within such 20-day period,  then Sprint
Spectrum  shall be  deemed  to  agree,  for all  purposes  of this  Consent  and
Agreement,   that  such  proposed  designee   satisfies  the  Successor  Manager
Requirements.  A  Person  that  satisfies  the  Successor  Manager  Requirements
qualifies under the Management  Agreement to become a Successor Manager,  unless
the  Administrative  Agent  Designee  materially  breaches the terms of a Sprint
Agreement  while  acting as  Interim  Manager or no longer  meets the  Successor
Manager Requirements. The Administrative Agent Designee may continue to serve as
Interim Manager after the initial six-month period at the Administrative Agent's
discretion,  so long as the  Administrative  Agent Designee continues to satisfy
the Successor  Manager  Requirements and it does not materially breach the terms
of the  Sprint  Agreements.  If the  Administrative  Agent  Designee  materially
breaches  any Sprint  Agreement  while  acting as Interim  Manager,  then Sprint
Spectrum  and the  Administrative  Agent have the rights set forth in Section 5;
provided,  that Sprint  Spectrum  may not allow  either  Affiliate to act as the
Manager of the Sprint  Agreements  without the  Administrative  Agent's consent.



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     SECTION 6. Purchase and Sale of the Operating  Assets.  Upon the occurrence
and during the  continuation  of an Event of Default,  the following  provisions
shall govern the purchase and sale of the Operating Assets:

          (a)  Acceleration  of the Credit  Party  Obligations  Under the Credit
Documents.  In the event the Lenders accelerate the maturity of the Credit Party
Obligations under the Credit Documents (an "Acceleration" and, the date thereof,
an  "Acceleration  Date"),  the  Administrative  Agent shall give written notice
thereof  to Sprint  Spectrum.  Upon  receipt of notice of  Acceleration,  Sprint
Spectrum  shall have the right,  to which right  Affiliates  and Horizon PCS, by
acknowledging  this  Consent and  Agreement,  expressly  agree,  to purchase the
Operating Assets from Affiliate for an amount equal to the greater of (i) 72% of
the Entire Business Value (as defined in the Management Agreement), of Affiliate
valued  in  accordance  with the  procedure  set  forth in  Section  11.7 of the
Management  Agreement  (with the  assumption  that the deemed  ownership  of the
Disaggregated  License under Section 11.7.3 of the Management Agreement includes
the transfer of the Sprint Party  customers as  contemplated  by Section 11.4 of
the  Management  Agreement),  and (ii) the aggregate  amount of the Credit Party
Obligations.  Sprint  Spectrum  shall,  within 60 days of  receipt  of notice of
Acceleration,  give Affiliate and the Administrative  Agent notice of its intent
to  exercise  the  purchase  right.  In the  event  Sprint  Spectrum  gives  the
Administrative  Agent  written  notice of its intent to purchase  the  Operating
Assets, the  Administrative  Agent agrees that it shall not enforce its Security
Interests in the Collateral  until the earlier to occur of (i) expiration of the
period  consisting of 120 days after the  Acceleration  Date (or such later date
that shall be provided  for in the  purchase  agreement  and  acceptable  to the
Administrative  Agent in its  discretion  to close the purchase of the Operating
Assets) or (ii) receipt by the  Administrative  Agent and Affiliate  from Sprint
Spectrum of written  notice that Sprint  Spectrum has  determined not to proceed
with the closing of the  purchase  of the  Operating  Assets for any reason.  If
after the 120-day period after the Acceleration  Date, either Affiliate receives
any  purchase  offer for the  Operating  Assets or the  Pledged  Equity  that is
confirmed in writing by Affiliate to be acceptable to Affiliate, Sprint Spectrum
shall have the right,  subject to the consent of the  Administrative  Agent,  to
purchase  the  Operating  Assets or the Pledged  Equity,  as the case may be, on
terms  and  conditions  at least as  favorable  to  Affiliate  as the  terms and
conditions  proposed  in such  offer so long as within 14  Business  Days  after
Sprint Spectrum's receipt of such other offer Sprint Spectrum offers to purchase
the  Operating  Assets or the Pledged  Equity and so long as the  conditions  of
Sprint  Spectrum's  offer and the amount of time it will take Sprint Spectrum to
effect such purchase is acceptable to Affiliate and  Administrative  Agent.  Any
such offer  shall be  confirmed  in writing by the third party  offeror.  In the
event  Sprint  Spectrum  exercises  its rights  under  this  Section  6(a),  (i)
Affiliate  shall  sell the  Operating  Assets  or the  Pledged  Equity to Sprint
Spectrum,  (ii) the  Administrative  Agent and the Lenders shall consent to such
purchase and sale  provided  that the proceeds  thereof  shall be  sufficient to
repay the  aggregate  amount of the Credit Party  Obligations,  and (iii) Sprint
Spectrum  shall make all  payments  to be made under  this  Section  6(a) to the
Administrative  Agent for its application  against the Credit Party  Obligations
and any additional  amounts shall be paid to Affiliate or any other owner of the
assets sold unless  otherwise  required by law or by this Consent and Agreement.
The  purchase  right of the Sprint  Parties  under this Section 6(a) shall be in
substitution  of the purchase  rights of the Sprint Parties under Section 11.6.1
of the Management  Agreement.  If Sprint Spectrum purchases the Operating Assets
or the Pledged Equity as permitted  under this Section 6(a), the  Administrative



                                       8
<PAGE>

Agent and Horizon PCS will release or assign their  interests in the Collateral,
the and the  Additional  Collateral  as described and to the extent set forth in
Section  6(e) upon payment in full of the  aggregate  amount of the Credit Party
Obligations  and the  termination of all Commitments to advance credit under the
Credit Agreement.

          (b) Sale of Operating Assets to Third Parties. If Sprint Spectrum does
not purchase the Operating  Assets after an  Acceleration  as described above in
Section 6(a), the Collateral may be sold as follows:

               (i) Sale to Successor Manager.  The Collateral may be sold by the
Administrative  Agent (in its sole discretion) in the exercise of certain of its
rights  and  remedies  as a secured  party  under  the  Credit  Documents  or by
Affiliates,  at the  discretion of the  Administrative  Agent,  to a person that
satisfies the Successor Manager  Requirements.  Sprint Spectrum shall provide to
the  Administrative  Agent,  with a copy to  Affiliate,  within 10 Business Days
after the request therefor, a detailed description of all information reasonably
requested  by Sprint  Spectrum  to enable  Sprint  Spectrum  to  determine  if a
proposed buyer  satisfies the Successor  Manager  Requirements.  Sprint Spectrum
agrees to inform the Administrative  Agent and Affiliate within 20 days after it
receives such information respecting such proposed buyer from the Administrative
Agent whether such designee  satisfies the Successor  Manager  Requirements.  If
Sprint Spectrum does not so inform the  Administrative  Agent within such 20-day
period,  then Sprint Spectrum shall be deemed to agree, for all purposes of this
Consent and  Agreement,  that such  proposed  designee  satisfies  the Successor
Manager  Requirements.  If the proposed  buyer  satisfies the Successor  Manager
Requirements (or is deemed to satisfy such  requirements) and wishes to become a
"Successor Manager",  the buyer must agree to be bound by the Sprint Agreements;
provided, that buyer shall have no responsibility or liability for any liability
to any Person  other than a Sprint  Party and Related  Party of Sprint  Spectrum
arising out of Affiliate's  operations  prior to the date buyer becomes bound by
the Sprint  Agreements.  In such case the Sprint Agreements shall remain in full
force and  effect  with the buyer as  Successor  Manager  and this  Consent  and
Agreement shall remain in full force and effect for the benefit of the Successor
Manager and any Person providing senior secured debt financing to such Successor
Manager if required by such Person.  Sprint Spectrum agrees, with respect to any
past  failure of either  Affiliate  to perform any  obligation  under the Sprint
Agreements,  that the  Successor  Manager  shall have the same amount of time to
perform such  obligation  that each  Affiliate had under the Sprint  Agreements,
with the performance  period commencing on the date on which the buyer becomes a
Successor Manager. Sprint Spectrum shall permit the performance period set forth
in the  Management  Agreement to be extended for such period of time that Sprint
Spectrum  believes is  reasonable  to allow  Successor  Manager to perform  such
unperformed obligations.

               (ii) Sale to Other than Successor Manager.  The Collateral may be
sold  pursuant  to the  exercise by the  Administrative  Agent or the Lenders of
their rights and remedies under the Credit  Documents or by  Affiliates,  at the
discretion of the  Administrative  Agent (subject to  requirements of applicable
law) to a person that does not satisfy the Successor Manager  Requirements or to
a person  that does not wish to become a Successor  Manager,  but only under the
following conditions:



                                       9
<PAGE>

                    (A) the Sprint  Parties may terminate the Sprint  Agreements
with such buyer following the closing of such  purchase.(and the  Administrative
Agent and the buyer shall have no rights  thereto or thereunder  with respect to
events occurring after the closing of such purchase);

                    (B) the buyer may  purchase  the  Disaggregated  License  as
described below in Section  6(b)(iv) and with the  Disaggregated  License having
the characteristics described in the definition thereof; and

                    (C) the  purchase  agreement  with the  buyer  contains  the
requirements set forth in Section 6(c) of this Consent and Agreement.

               (iii)  Confidentiality  Agreement.  Before any potential buyer is
provided  Confidential  Information  respecting the potential purchase of any of
the Collateral  (which buyer shall be entitled to receive),  the potential buyer
shall execute a confidentiality agreement in the form attached as Exhibit A with
such  changes  thereto  as may be  reasonably  requested  by the  parties to the
agreement;  provided, however, in the event the potential buyer does not satisfy
the Successor  Manager  Requirements  or has notified either  Affiliate,  Sprint
Spectrum or the  Administrative  Agent that it does not intend to be a Successor
Manager,  Confidential Information that constitutes or relates to any technical,
marketing,  financial,  strategic  or other  information  concerning  any of the
Sprint  Parties  and that does not pertain to the  business of either  Affiliate
shall not be permitted to be provided to such potential buyer.

               (iv)  Sale  of  Disaggregated  Licenses.  Sprint  PCS  will  sell
Disaggregated Licenses as follows when required under Section 6(b)(ii)(B):


                    (A) If a buyer  wishes to purchase  spectrum  in  connection
with its purchase of the Operating  Assets,  it will purchase such spectrum from
the  Affiliate  and Sprint PCS as  follows.  The buyer  will  purchase  from the
Affiliate  or its Related  Parties any licenses  that  Affiliate or such Related
Parties own (the "Affiliate's  Licenses").  If the Affiliate's Licenses were not
being used to operate the Service Area Network,  Sprint  Spectrum will reimburse
the buyer for the  microwave  relocation  costs  incurred to clear the  spectrum
bought from the Affiliate or its Related Parties that the buyer will need to use
to operate the Service  Area Network as  constructed  on the date that the buyer
purchases the Operating  Assets. If the buyer does not meet the FCC requirements
to buy the  Affiliate's  Licenses,  the buyer will seek a waiver from the FCC of
the restrictions that prohibit the buyer's ownership of such licenses. While any
such FCC  application  is pending and while the buyer is clearing the  microwave
from the  Affiliate's  spectrum,  the  buyer may  continue  to use  Sprint  PCS'
Spectrum on which the Service  Area Network  operates.  Sprint PCS will sell its
Disaggregated  Licenses as described in Sections  6(b)(iv)(B),  6(b)(iv)(C)  and
6(b)(iv)(D)  only in those BTAs in which (1) Affiliate or its Related Parties do
not own a license or the  obligation to sell the license is  unenforceable,  (2)
the FCC will not approve the transfer of the  Affiliate's  License to the buyer,
or (3) Sprint  Spectrum  determines that it does not wish to reimburse the buyer
for the cost of the microwave relocation.



                                       10
<PAGE>


                    (B) If the buyer, an entity with respect to which such buyer
directly or  indirectly  through one or more persons owns the total voting power
or at least 50% of the total voting power or at least 50% of the total equity (a
"controlled  entity"), an entity that directly or indirectly through one or more
persons  has a parent  entity  that owns at least 50% of the voting  power or at
least 50% of the total equity of both the buyer and the common controlled entity
(a "common controlled entity"), owns a license to provide wireless service to at
least 50% of the pops in a BTA with  respect  to which such  buyer  proposes  to
purchase  Spectrum  (each a  "Restricted  Party" with respect to such BTA),  the
buyer may buy only 5 MHZ of Spectrum from Sprint PCS for such BTA.

                    (C) If the  buyer is not a  Restricted  Party for a BTA with
respect to which such buyer proposes to purchase  Spectrum,  and either does not
satisfy  the  Successor  Manager  Requirements  (other  than  those set forth in
Section 13(b) of this Consent and  Agreement) or does not wish to be a Successor
Manager, then the buyer may buy 5 MHZ, 7.5 MHZ or 10 MHZ of Spectrum from Sprint
PCS as the buyer determines in its sole discretion.

                    (D) If Sprint PCS sells a  Disaggregated  License to a buyer
as required under this Section 6(b)(iv), the buyer must pay a price equal to the
sum of (1) the  original  cost of the  applicable  License to Sprint PCS (or its
Related  Party) pro rated on a pops and spectrum  basis,  plus (2) the microwave
relocation  costs  paid by Sprint PCS (or its  Related  Party)  attributable  to
clearing  the  Spectrum  in the  Disaggregated  License,  plus (3) the amount of
carrying  costs  to  Sprint  PCS (or its  Related  Party)  attributable  to such
original cost and microwave  relocation  costs from the date of this Consent and
Agreement  to and  including  the date on which  the  Disaggregated  License  is
transferred to the buyer, based on a rate of 12 percent per annum.

          (c)  No  Direct  Solicitation  of  Customers.  Upon  the  sale  of the
Collateral  or the  Disaggregated  License in  accordance  with this Consent and
Agreement  pursuant  to  Section  6(b)(ii),  then the  Sprint  Parties  agree to
transfer to the buyer thereof the  customers  with a MIN assigned to the Service
Area covered by the Disaggregated  License,  but the Sprint Parties shall retain
the  customers of a national  account and any  resellers who are then party to a
resale  agreement  with a Sprint  Party.  Each Sprint  Party  agrees to take all
actions reasonably requested by the buyer of the Collateral to fully transfer to
such purchaser such customers.  Each Sprint Party agrees that neither it nor any
of its Related Parties will directly or indirectly solicit, for six months after
the date of  transfer,  the  customers  with a MIN  assigned to the Service Area
covered by the Disaggregated License;  provided,  that the Sprint Parties retain
the customers of a national  account and any resellers  that have entered into a
resale  agreement  with  a  Sprint  Party,  the  Sprint  Parties  may  advertise
nationally,  regionally  and locally,  and the Sprint  Parties may engage direct
marketing  firms to  solicit  customers  generally.  If the buyer  continues  to
operate the purchased  assets as a wireless  network in the same geographic area
on a network that is technologically  compatible with Sprint Spectrum's network,
the buyer and Sprint  Spectrum shall each agree to provide  roaming  services to
the  other  (in the case of  Sprint  Spectrum,  the  roaming  services  shall be
provided  to those  customers  of buyer in the  geographic  area  covered by the
Disaggregated  License roaming nationally and, in the case of buyer, the roaming
services  shall be provided to those  customers of a Sprint Party roaming in the
geographic  area serviced by the  Disaggregated  License)  pursuant to a roaming



                                       11
<PAGE>

agreement  to be  entered  into  between  buyer and  Sprint  Spectrum  and to be
mutually  agreed upon so long as such  agreement  is based on Sprint  Spectrum's
then standard roaming  agreement used by Sprint Spectrum in the industry and the
price that each party shall pay the other party for roaming services provided to
the  first  party  shall be a price  equal to the  lesser  of:  (1) MFN  Pricing
provided by buyer to third parties  roaming in the  geographic  area serviced by
the Disaggregated  License; and (2) the national average paid by Sprint Spectrum
to third parties for Sprint  Parties'  customers to roam in such third  parties'
geographic areas  (including  Other Managers).  Such obligations with respect to
roaming shall  continue until such roaming  agreement is terminated  pursuant to
its terms.  The buyer shall agree in writing that if it continues to operate the
purchased  assets as a wireless network in the same geographic area on a network
that is  technologically  compatible with Sprint Spectrum's  network,  the buyer
shall,  to the extent  required by law,  provide resale to the Sprint Parties in
the geographic area covered by the Disaggregated License at the MFN Pricing that
buyer charges third parties who purchase resale from buyer;  provided,  however,
if buyer is not offering  resale to any other  customers  then pricing of resale
provided  to the Sprint  Parties  shall be as  mutually  agreed;  and  provided,
further,  however, whether or not buyer is required by law to offer such resale,
buyer shall  offer such  resale (on the terms  described  in this  sentence)  to
national customers of the Sprint Parties.

          (d)  Deferral  of Portion of  Collected  Revenues.  (i) Under  Section
10.1.1 of the Management Agreement,  Sprint Spectrum retains 8% of the Collected
Revenues on a weekly basis (the "Retained  Amount").  Following an  Acceleration
and for up to two years after such  Acceleration,  Sprint  Spectrum shall retain
only one half of the Retained Amount, and the remaining one half of the Retained
Amount shall be advanced to the Affiliate or  Affiliates  (or, if so directed by
the  Administrative  Agent pursuant to Section 2 hereof,  to the  Administrative
Agent)  at the  time  the  weekly  fee  provided  under  Section  10.1.1  of the
Management Agreement is paid; provided,  that after the first anniversary of the
Acceleration  Date,  Sprint  Spectrum shall retain the entire Retained Amount if
Sprint Spectrum is not serving as the Interim Manager.

               (ii) The portion of the Retained  Amount advanced to Affiliate or
Affiliates (or, if so directed by the Administrative Agent pursuant to Section 2
hereof, to the Administrative  Agent) (the "Deferred Amount") shall be evidenced
by a  promissory  note  executed by the  Affiliate  contemporaneously  with this
Consent  and  Agreement  in the form of Exhibit B hereto (the  "Deferred  Amount
Note").

                    (A) Amounts will be drawn on the  Deferred  Amount Note each
time  Sprint  Spectrum  advances  a  Deferred  Amount  to an  Affiliate  or  the
Administrative Agent.

                    (B) The  Deferred  Amount Note will bear  interest at a rate
equal to the greatest of (I) the average  interest rate of  Affiliate's  secured
debt,  (II) the average rate of  Affiliate's  unsecured  debt,  and (III) Sprint
Spectrum's cost of capital.

                    (C) The Deferred  Amount Note shall mature on the earlier of
(I) the date on which a Successor  Manager is qualified and assumes  Affiliate's
rights and obligations under the Sprint  Agreements,  and (II) the date on which
the Operating  Assets are purchased by a third-party  buyer, or on which a stock



                                       12
<PAGE>

or  other  equity  acquisition,   merger,  consolidation  or  other  transaction
resulting  in the indirect  transfer of the  Operating  Assets to a  third-party
buyer (an "Indirect Transfer") is consummated.

               (iii)  In  the  event  a  Successor  Manager  assumes  any of the
obligations  of either  Affiliate  under the Sprint  Agreements,  such Successor
Manager shall also assume the obligations under the Deferred Amount Note. In the
event that the  Operating  Assets are sold to a third party buyer or an Indirect
Transfer is consummated,  the obligations of either Affiliate under the Deferred
Amount  Note  shall be  subordinate  to either  Affiliate's  obligations  to its
secured lenders.

               (iv)  After the  two-year  anniversary  of the  Acceleration,  or
earlier if a Successor Manager is appointed or if Sprint Spectrum is not serving
as the Interim  Manager,  Sprint  Spectrum  will again retain the full  Retained
Amount.

          (e) Payment of Credit Party  Obligations;  Release and  Assignment  of
Rights. The term "Credit Party Obligations" means the amount equal to the Credit
Party  Obligations,  after taking into  consideration  any amounts received from
Horizon PCS and each of the existing and future direct and indirect subsidiaries
of Horizon PCS, as a result of its guaranty of the Credit Party Obligations.

          If Sprint  Spectrum  purchases  the  Operating  Assets or the  Pledged
Equity as  permitted  under  Section  6(a) or Section  10, and the Credit  Party
Obligations  have been paid in full and the Credit Agreement and all Commitments
have terminated or been assigned to a Sprint Party;  (i) Horizon PCS and each of
the existing and future  direct and  indirect  subsidiaries  of Horizon PCS will
have no right to any amounts paid by Sprint  Spectrum  pursuant to such purchase
(except to the extent such  purchase is pursuant to Section  6(a) and the amount
paid by Sprint Spectrum  exceeds the amount of the Credit Party  Obligations and
is not payable to other creditors of Affiliates);  (ii) the Administrative Agent
will,  at the election of Sprint  Spectrum,  either  release or assign to Sprint
Spectrum all Security  Interests in the Collateral  and all Additional  Security
Interests in the Additional  Collateral and release or assign to Sprint Spectrum
all rights  related to the Credit  Documents  and all payments  under the Credit
Documents;  and (iii) Horizon PCS and each of the existing and future direct and
indirect  subsidiaries of Horizon PCS will, at the election of Sprint  Spectrum,
either  release  or assign  to Sprint  Spectrum,  any and all  rights  they have
against  the  Collateral  and the  Additional  Collateral  or arising out of any
payment  to the  Administrative  Agent or any Sprint  Party with  respect to the
Credit Documents or the Guaranty Documents.

     SECTION 7. No Limits on  Remedies.  Nothing  contained  in this Consent and
Agreement  shall  limit any  rights of the  Administrative  Agent or  Lenders to
Accelerate.  Except as  expressly  provided  herein,  nothing  contained in this
Consent and Agreement shall limit any rights or remedies that the Administrative
Agent or the Lenders may have under the Credit  Documents or applicable law. The
Administrative Agent may not sell, lease, assign, convey or otherwise dispose of
the Collateral other than as permitted under this Consent and Agreement.



                                       13
<PAGE>

     SECTION 8. Rights and Obligations of Interim  Manager.  The Interim Manager
may collect a reasonable  management  fee for its  services;  provided,  that if
Sprint Spectrum or a Related Party of Sprint  Spectrum acts as Interim  Manager,
such  management  fee shall not exceed the direct  expenses  relating  to Sprint
Spectrum  or such  Related  Party  employees  for the actual  time spent by such
employees when performing the function of Interim Manager and Sprint  Spectrum's
or such Related  Party's  out-of-pocket  expenses.  Such direct  expenses  shall
include such employees' salaries and benefits, and the out-of-pocket and accrued
expenses allocated to such employees. If Sprint Spectrum is the Interim Manager,
the  management  fee will be paid  out of the 92%  Management  Fee  that  Sprint
Spectrum  pays under the  Management  Agreement,  and will be in addition to the
fees it receives  under the Services  Agreement.  Sprint  Spectrum shall collect
such  management fee by setoff against the fees and any other amounts payable to
either  Affiliate  under the Sprint  Agreements.  The  Interim  Manager  will be
required to operate the Service Area Network in accordance with the terms of the
Sprint Agreements and will be subject to all of the requirements and obligations
of such agreements,  but will not be required to assume the existing liabilities
of either Affiliate.

     SECTION 9.  Rights to Cure.  Neither  the  provisions  of this  Consent and
Agreement nor any action of either the  Administrative  Agent or Sprint Spectrum
shall require either the Administrative  Agent, any Lender or Sprint Spectrum to
cure any default of either  Affiliate under the Sprint  Agreements or to perform
under the Sprint  Agreements,  but shall only give it the option to do so except
to the extent otherwise required by this Consent and Agreement.  Sprint Spectrum
may exercise its rights under Section 11.6.3 of the Management Agreement upon an
Event of  Termination,  whether such  situation  arises while either  Affiliate,
Sprint Spectrum,  an Administrative Agent Designee or a Sprint Spectrum Designee
is acting as Interim  Manager and  notwithstanding  any other  provision of this
Consent and Agreement.  Sprint PCS shall be reimbursed for any expenses incurred
in connection  with such cure.  Sprint  Spectrum shall be permitted to deduct or
setoff  from its  payments  to  Affiliates  any such  amounts it is  entitled to
receive under this Section, but shall not take any action of any type to attempt
to collect such reimbursement. Sprint Spectrum's right to reimbursement shall be
unsecured.  If Sprint Spectrum has designated a third party to take action under
Section 11.6.3 of the Management  Agreement,  before taking any such action such
third  party  shall  enter  into an  agreement  with  the  Administrative  Agent
providing that such third party agrees to the provisions of this Section 9 as if
it were a party  hereto.  Until such time as the Credit Party  Obligations  have
been paid in full in cash and all commitments to advance credit under the Credit
Agreement have  terminated or expired,  Sprint Spectrum shall not be entitled to
exercise any other  remedies  under the Sprint  Agreements,  including,  without
limitation,  the  remedy of  terminating  the Sprint  Agreements  (except to the
extent  permitted  under  Sections  6(b)(ii)(A)  and  12  of  this  Consent  and
Agreement) or the remedy of  withholding  any payment set forth in Section 10 of
the  Management  Agreement  (subject  to Sprint  Spectrum's  rights of setoff or
recoupment  with respect to such payments as permitted  under  Sections 2, 4(b),
5(b) and 9 of this Consent and  Agreement).  Until such time as the Credit Party
Obligations have been paid in full in cash and all commitments to advance credit
under the Credit Agreement have terminated or expired,  notwithstanding anything
to the contrary  contained  in Section 2.3 of the  Management  Agreement,  in no
event shall any Person other than Affiliates or a Successor Manager be a manager
or operator  for Sprint  Spectrum  with  respect to the Service Area and neither
Sprint  Spectrum nor any of its Related  Parties  shall own,  operate,  build or



                                       14
<PAGE>

manage another  wireless  mobility  communications  network in the Service Area,
except to the extent provided in Sections 2.3(a),  (b), or (c) of the Management
Agreement and except to the extent that the Sprint  Agreements are terminated in
accordance  with  Section  6(b)(ii)(A)  of  this  Consent  and  Agreement.   The
Administrative  Agent  acknowledges  and agrees that Sprint  Spectrum shall also
have the right to cure an Event of  Default  or to assist  either  Affiliate  in
curing an Event of Default but only to the extent Each  Affiliate  has the right
to so cure under the Credit  Documents,  as applicable (it being understood that
the act of Sprint  Spectrum  curing an Event of Default shall not  constitute an
independent Event of Default unless the act itself would otherwise  constitute a
Default  (e.g.  a  sale  of  assets  not  otherwise   permitted  by  the  Credit
Documents)),  including but not limited to Sprint  Spectrum's  providing  either
Affiliate the funds necessary to operate or meet certain financial  covenants in
the Credit Documents.  The Administrative Agent shall have the right to cure any
Management Agreement Breach.

     SECTION 10. Sprint  Spectrum's Right to Purchase Credit Party  Obligations,
Operating  Assets,  or Pledged Equity.  (a) Following the Acceleration  Date and
until the 60-day  anniversary of the filing of a bankruptcy  petition by or with
respect to either  Affiliate,  Sprint  Spectrum shall have the right to purchase
the Credit Party Obligations under the Credit Agreement,  by repaying the Credit
Party  Obligations in full in cash. In the event that Sprint Spectrum  purchases
the Credit Party Obligations within 60 days immediately following the earlier of
(i) the  Acceleration  Date  and (ii) the  date of the  filing  of a  bankruptcy
petition by or with respect to either Affiliate,  Sprint Spectrum may in lieu of
purchasing the total amount of the Credit Party Obligations, purchase all Credit
Party  Obligations  other than the accrued  interest with respect  thereto for a
purchase  price equal to the amount of the Credit Party  Obligations  other than
such  accrued  interest  and any  unreasonable  fees and  expenses  with respect
thereto, in which case, such accrued interest and unreasonable fees and expenses
shall remain due and owing by Affiliate to the Lenders.

          (b) In the event that the Administrative  Agent acquires the Operating
Assets or takes  title to the Pledged  Equity,  Sprint  Spectrum  shall have the
right  to  purchase  the  Operating  Assets  or  the  Pledged  Equity  from  the
Administrative Agent during the limited period of time provided in and otherwise
in accordance with this Section 10(b) by paying to the  Administrative  Agent in
cash an amount equal to the sum of the aggregate  amount paid (by credit against
the Credit Party  Obligations or otherwise) by the  Administrative  Agent or the
Lenders for the Operating Assets or the Pledged Equity, as the case may be, plus
the aggregate  amount of any  remaining  unpaid  Credit Party  Obligations.  The
Administrative Agent shall give Sprint Spectrum notice of any acquisition of the
Operating  Assets or the Pledged  Equity by the  Administrative  Agent  promptly
following the date of final  consummation of such acquisition (the  "Acquisition
Notice").  Sprint  Spectrum  shall,  within  60  days  of  receipt  of  a  valid
Acquisition  Notice,  give the  Administrative  Agent  (and the  pledgor  (i.e.,
Affiliates  or Horizon  PCS) in the case of a purchase  of the  Pledged  Equity)
notice of its intent to exercise its purchase right under this Section 10(b). In
the event Sprint Spectrum gives the  Administrative  Agent written notice of its
intent  to  purchase  the   Operating   Assets  or  the  Pledged   Equity,   the
Administrative  Agent agrees that it shall provide Sprint  Spectrum the right to
purchase the Operating  Assets or the Pledged Equity,  as the case may be, until
the  earlier to occur of (i)  expiration  of the period  consisting  of 120 days
after Sprint  Spectrum's  receipt of a valid  Acquisition  Notice (or such later



                                       15
<PAGE>

date that shall be provided for in the purchase  agreement and acceptable to the
Administrative  Agent  in its  sole  discretion  to close  the  purchase  of the
Operating  Assets or the Pledged  Equity) or (ii) receipt by the  Administrative
Agent from Sprint Spectrum of written notice that Sprint Spectrum has determined
not to proceed with the closing of the purchase of the  Operating  Assets or the
Pledged Equity. If Sprint Spectrum at any time purchases the Operating Assets or
the Pledged Equity as permitted under this Section 10, the Administrative  Agent
will  release,  and  Horizon  PCS will  release or assign its  interests  in the
Collateral and the Credit Documents as described in Section 6(e) upon payment in
full of the aggregate amount of the Credit Party  Obligations and termination or
assignment of the commitments thereunder.  Notwithstanding the foregoing, in the
event  that a  bankruptcy  petition  is  filed  by or  with  respect  to  either
Affiliate,  Sprint Spectrum shall again have the right to purchase the Operating
Assets or the Pledged  Equity  from the  Administrative  Agent by  repaying  the
Credit Party  Obligations  in full in cash, by giving the  Administrative  Agent
notice of its  intent to  exercise  such  purchase  right no later  than 60 days
following the date of filing of such bankruptcy petition.

          (c) If at any time during the period  described in Section 10(8) or 10
above or thereafter the Administrative Agent receives any purchase offer for the
Operating  Assets,  or the Pledged  Equity or the Credit Party  Obligations,  as
applicable,  that is acceptable to the Administrative  Agent, the Administrative
Agent shall exercise  reasonable efforts to obtain the consent of the offeror to
deliver a copy of such offer to Sprint  Spectrum and Sprint  Spectrum shall have
the right to purchase the  Operating  Assets,  the Pledged  Equity or the Credit
Party Obligations,  as applicable, on terms and conditions at least as favorable
to the Administrative  Agent as the terms and conditions  proposed in such offer
so long as within 14 Business Days after Sprint Spectrum's receipt of such other
offer Sprint  Spectrum  offers to purchase  the  Operating  Assets,  the Pledged
Equity  or the  Credit  Party  Obligations,  as  applicable,  and so long as the
conditions of Sprint Spectrum's offer and the amount of time it will take Sprint
Spectrum to effect such purchase is acceptable to the  Administrative  Agent and
the Lenders.

          (d) If Sprint  Spectrum  at any time  purchases  the  entirety  of the
Credit  Party  Obligations  as provided in this  Section 10, the  Administrative
Agent shall  assign and  transfer or cause the Lenders to assign and transfer to
Sprint  Spectrum  all  rights and  interests  in, to and under all of the Credit
Documents,  including but not limited to all  commitments,  security  interests,
liens,  financing statements,  guaranties (including the Guaranty Documents) and
other credit enhancements  related to such Credit Documents,  and all rights and
claims thereunder  (collectively  referred to as the "Loan Document Rights"). If
Sprint Spectrum  purchases all the Credit Party  Obligations  other than accrued
interest (as permitted in the second sentence of Section 10(a) above),  then the
Administrative  Agent shall  assign and  transfer or cause the Lenders to assign
and transfer to Sprint Spectrum all Loan Document Rights,  except that if Sprint
Spectrum  receives payment in full of all Credit Party Obligations due under the
Credit Documents (including the amount it did not pay the Administrative  Agent,
as permitted in the second  sentence of Section 10(a) above),  it shall pay such
amount to the Administrative  Agent unless the Administrative  Agent has already
received  payment of such amount.  If Sprint  Spectrum at any time purchases the
entirety or less than all of the Credit Party Obligations,  Horizon PCS and each
of the existing and future direct and indirect  subsidiaries of Horizon PCS will



                                       16
<PAGE>

release any and all rights they have  against the  Collateral  or arising out of
any payment to the Administrative  Agent or any Sprint Party with respect to the
Credit Documents.

     SECTION 11. Foreclosure. Upon the Administrative Agent or any Lender or any
other  Person  that  meets the  Successor  Manager  Requirements  acquiring  the
Operating Assets and the Sprint  Agreements,  then such Person shall be entitled
to  exercise  any and all rights of  Affiliate  under the Sprint  Agreements  in
accordance  with the terms of the Sprint  Agreements  and each Sprint Party will
thereupon  comply in all respects  with such exercise by such Person and perform
its obligations  under the Sprint  Agreements and this Consent and Agreement for
the benefit of such Person.  Each Sprint  Party  agrees that the  Administrative
Agent or any  Lender  may (but  shall not be  obligated  to),  subject to and in
accordance  with the terms of this Consent and Agreement,  assign its rights and
interests  acquired in the  Operating  Assets and the Sprint  Agreements  to any
buyer or transferee thereof and, in the event the buyer wishes to become a party
to the  Sprint  Agreements  and  such  buyer  satisfies  the  Successor  Manager
Requirements, such buyer shall be bound by the Sprint Agreements; provided, that
buyer  shall have no  responsibility  or  liability  to any Person  other than a
Sprint Party and a Related  Party of a Sprint Party  arising out of  Affiliate's
operations  prior to the date buyer becomes bound by the Sprint  Agreements.  In
such case the Sprint  Agreements  shall remain in full force and effect with the
buyer as Successor  Manager and this Consent and Agreement  shall remain in full
force and  effect  for the  benefit  of the  Successor  Manager  and any  Person
providing senior secured debt financing to such Successor Manager if required by
such Person.  Sprint Spectrum agrees, with respect to any past failure of either
Affiliate  to  perform  any  obligation  under the Sprint  Agreements,  that the
Successor  Manager shall have the same amount of time to perform such obligation
that  Affiliate had under the Sprint  Agreements,  with the  performance  period
commencing  on the date on which the buyer becomes a Successor  Manager.  Sprint
Spectrum  shall  permit  the  performance  period  set  forth in the  Management
Agreement to be extended for such period of time that Sprint  Spectrum  believes
is  reasonable  to  allow   Successor   Manager  to  perform  such   unperformed
obligations.

     SECTION 12.  Trademarks and Service Marks. In the event the  Administrative
Agent  forecloses  on its  security  interest  in  the  License  Agreements  and
transfers  the License  Agreements  to a Person who does not meet the  Successor
Manager Requirements, then Sprint Spectrum shall have the right to terminate the
License  Agreements and cause the  Administrative  Agent to release its security
interest in the License Agreements immediately prior to such transfer.

     SECTION 13. Interim Manager and Successor Manager Requirements.  To qualify
as an Interim  Manager or a Successor  Manager,  the Person must satisfy each of
the    following    "Successor    Manager    Requirements,"    as    applicable:

          (a) The  Person  must not  during the  three-year  period  immediately
preceding  the date of  determination  have  materially  breached  any  material
agreement  with  Sprint  Spectrum or its Related  Parties  that  resulted in the
exercise of a termination  right or in the initiation of judicial or arbitration
proceedings;



                                       17
<PAGE>

          (b) The Person must not be one of the Persons  identified  on Schedule
13 (a "Schedule 13 Person");  provided,  that no Other  Manager under any Sprint
PCS Management Agreement may be identified on Schedule 13;

          (c) In the  case  of a  Successor  Manager,  the  Person  must  meet a
reasonable   Person's   credit   criteria   (taking   into   consideration   the
circumstances),  it being  understood  that such  criteria is  satisfied  if the
financial  projections  contained  in the business  plan such Person  submits to
Sprint  Spectrum  shows the  ability to service  its  indebtedness  and meet the
build-out requirements contained in the Build-out Plan; and

          (d) The  Person  must  agree to be bound  by the  terms of the  Sprint
Agreements as if an original party  thereto;  provided in the case of an Interim
Manager,  the Person must also execute a separate  confidentiality  agreement in
the form  attached as Exhibit A with such changes  thereto as may be  reasonably
requested  by the parties to the  agreement,  but the Person is not  required to
assume the existing liabilities of the Affiliate.

     The  Administrative  Agent,  each  Lender  and each of  their  wholly-owned
subsidiaries or entities who wholly-own such entities shall be deemed to satisfy
Sections   13(a),   (b)  and  (c)  of  the   preceding   "Successor   Management
Requirements".

     SECTION 14. Management  Agreement.  Sprint Spectrum agrees that it will not
exercise its right under the  Management  Agreement  to purchase  the  Operating
Assets or to sell the  Disaggregated  License to either Affiliate if before,  or
after giving  effect to such  exercise,  there would exist a Default or Event of
Default under the Credit  Agreement,  unless Sprint  Spectrum pays the aggregate
amount of the Credit  Party  Obligations  as a condition of the exercise of such
right and the Credit  Agreement  shall have been  terminated in connection  with
such payment.  Sprint  Spectrum  agrees that until the Credit Party  Obligations
have been paid in full in cash and all  commitments  to advance credit under the
Credit Agreement have terminated or expired,  a failure to pay any amount by any
Related Party of either  Affiliate  under any agreement with Sprint  Spectrum or
any of its Related  Parties (other than the Management  Agreement,  the Services
Agreement or the License Agreements) shall not constitute a Management Agreement
Breach for any purpose.  Subject to regulatory  approval in connection  with any
such sale,  Sprint PCS agrees that it shall always  maintain the ability to sell
the Disaggregated License in accordance with this Consent and Agreement.  Sprint
PCS shall own at least 10 MHZ of Spectrum in the Service Area until the first to
occur of the following  events:  (i) the Credit Party Obligations have been paid
in full in cash and all commitments to advance credit under the Credit Agreement
have terminated or expired, (ii) the sale by Sprint PCS of the Spectrum pursuant
to this Consent and Agreement shall be effected, (iii) the sale of the Operating
Assets  pursuant to this Consent and Agreement,  and (iv) the termination of the
Management  Agreement.  Sprint  Spectrum  acknowledges  that with respect to the
build-out  by the  Affiliates  under the  Management  Agreement,  the  financing
provided to Affiliates  pursuant to the Credit  Documents  complies with Section
1.7 of the  Management  Agreement,  as amended by  Addendum  III of the  Horizon
Management Agreement,  in the case of Horizon.  Notwithstanding  anything to the
contrary   contained  in  Section  12.2  of  the   Management   Agreement,   the
Administrative  Agent,  the Lenders,  and any Successor  Manager or buyer of the
Operating  Assets  or  Disaggregated  License  shall be  permitted  to  disclose



                                       18
<PAGE>

Confidential  Information  (as defined in the  Management  Agreement) (i) to the
extent  required  by law,  rule or  regulation,  (ii)  to any  regulator  or any
regulatory body regulating such entity, (iii) to any rating agency in connection
with  requirements  applicable  to  such  Person  and  (iv) to the  lawyers  and
accountants for any such Persons.

     SECTION 15. Administrative Agent and Eligible Assignees. The Administrative
Agent and each Lender must be an Eligible  Assignee.  "Eligible  Assignee" shall
mean and include a commercial bank,  financial  institution,  other  "accredited
investor"  (as  defined  in  Regulation  D of the  Securities  Act)  other  than
individuals, or a "qualified institutional buyer" as defined in rule 144A of the
Securities  Act;  provided,  that  prior to the 61st day after  the  filing of a
bankruptcy  petition by or with respect to Affiliates in no event may any Person
that is engaged in or that controls, is controlled by or is under common control
with any Person  engaged  in, the  telecommunications  service  business  in the
United  States  (other  than Sprint  Corporation  and its  subsidiaries),  be an
Eligible  Assignee,  it  being  understood  that no  small  business  investment
corporation that is ultimately owned by an Eligible  Assignee that is subject to
Regulation Y shall be deemed to be  controlled  by or under common  control with
such  Eligible  Assignee;  and provided  further,  that after the filing of such
bankruptcy  petition  in no  event  may a  Schedule  13  Person  be an  Eligible
Assignee.

     SECTION 16. Sprint Party Representations.  Each Sprint Party represents and
warrants to the  Administrative  Agent,  as of the date first above written (the
"Closing Date") (a) its execution,  delivery and performance of this Consent and
Agreement has been duly  authorized by all necessary  corporate and  partnership
action, and does not and will not require any further consents or approvals that
have not been obtained, or violate any provision of any law, regulation,  order,
judgment,  injunction  or similar  matters or  materially  breach any  agreement
presently  in effect  with  respect  to or  binding  on it;  provided,  that the
transfer of Spectrum  as  contemplated  under this  Consent and  Agreement  will
require  regulatory  approval  (which  each  Sprint  Party  agrees  to  use  its
commercially  reasonable efforts to obtain); (b) this Consent and Agreement is a
legal,  valid and binding  obligation of such Person  enforceable  against it in
accordance with its terms, except that (i) such enforceability may be limited by
applicable   bankruptcy,   insolvency,   fraudulent  transfer,   reorganization,
moratorium  and similar laws  affecting the  enforcement  of  creditors'  rights
generally,  and (ii) the remedy of specific performance and injunctive and other
forms of  equitable  relief  may be  limited by  equitable  defenses  and by the
discretion  of the court before  which any  proceeding  may be brought;  (c) the
Sprint  Agreements  are in full  force  and  effect  and have not been  amended,
supplemented  or  modified;  (d) as of the  date  of  execution  hereof,  to the
knowledge of the Sprint  Parties,  no Event of  Termination  has occurred and is
continuing  (without regard to any requirement of the delivery of written notice
necessary to the occurrence of an Event of Termination under Section 11.3 of the
Management  Agreement);  (e) on the date the  Management  Agreement was executed
Sprint  PCS owned,  and on the date  hereof  Sprint PCS owns,  10 MHz or more of
Spectrum  in  the  Service  Area;  and  (f)  the  only  existing  agreements  or
arrangements  between either Affiliate,  on the one hand, and Sprint Corporation
or any of its subsidiaries, on the other hand, are the Management Agreement, the
Services  Agreement,  the License  Agreements,  the Warrant For The  Purchase of
Common Stock of Horizon PCS, The Registration Rights Agreement, this Consent and
Agreement and the Deferred  Amount Note, and that certain  Promissory Note dated



                                       19
<PAGE>

September 18, 2000, in the face amount of $13,929,395 made by Horizon payable to
SprintCom.

     SECTION 17. Administrative Agent Representations.  The Administrative Agent
represents  and  warrants to Sprint  Spectrum,  as of the  Closing  Date (a) its
execution,  delivery and performance of this Consent and Agreement has been duly
authorized  by all  necessary  action,  and does not and  will not  require  any
further  consents  or  approvals  that have not been  obtained,  or violate  any
provision of any law, regulation, order, judgment, injunction or similar matters
or  materially  breach any  agreement  presently  in effect  with  respect to or
binding on it; (b) this  Consent  and  Agreement  is a legal,  valid and binding
obligation of the Administrative Agent enforceable against it in accordance with
its terms,  except  that (i) such  enforceability  may be limited by  applicable
bankruptcy,  insolvency,  fraudulent  transfer,  reorganization,  moratorium and
similar laws affecting the enforcement of creditors' rights generally,  and (ii)
the remedy of specific  performance  and injunctive and other forms of equitable
relief may be limited by equitable  defenses and by the  discretion of the court
before which any  proceeding  may be brought;  (c) at the time of the  execution
hereof, the Administrative Agent, Westdeutsche Landesbank Girozentrale (New York
Branch), Fortis Capital Corporation, CoBank, ACB and Motorola Credit Corporation
and are the only  Lenders;  and (d) as of the date of execution  hereof,  to the
knowledge of the  Administrative  Agent, no Event of Default has occurred and is
continuing.

     SECTION 18.  Successors  and Assigns.  This Consent and Agreement  shall be
binding  upon  the  successors  and  assigns  of the  parties  hereto,  and  the
obligations  of such  parties  hereunder  shall be assumed  by their  respective
successors  and assigns,  and this Consent and Agreement  shall inure,  together
with the rights and remedies of the parties  hereunder,  to the benefit of their
respective successors and assigns. Any successor or assign of the Administrative
Agent may become such if it  represents  and  warrants  that it is an  "Eligible
Assignee" as such term is defined in Section 15 of this  Consent and  Agreement.
In the event the Sprint PCS Network is sold in  accordance  with the  Management
Agreement,  the buyer thereof will assume the  obligations of the Sprint Parties
hereunder  and under all the  other  Sprint  Agreements  other  than the  Sprint
Trademark and Service Mark License Agreement;  provided,  however,  the buyer of
the  Sprint  PCS  Network  shall  enter  into an  agreement  with  Affiliate  on
substantially  the same terms as the Sprint  Trademark  and Service Mark License
Agreement with respect to such buyers' trademarks,  service marks,  brands, etc.
In the event a Successor  Manager  becomes a party to the Sprint  Agreements  as
provided in this Consent and Agreement,  this Consent and Agreement shall remain
in full force and effect for the benefit of the Successor Manager and any Person
providing senior secured debt financing to such Successor Manager if required by
such Person.

     SECTION 19. Amendment. Neither this Consent and Agreement nor any provision
herein may be waived  except  pursuant to an agreement or  agreements in writing
entered into by Sprint Spectrum,  the Administrative  Agent and Affiliates,  and
neither this Consent and Agreement  nor any  provision  herein may be amended or
modified  except  pursuant to an agreement or agreements in writing entered into
by Sprint Spectrum, the Administrative Agent and Affiliates.  The Administrative
Agent and each Lender (and its  successors  and  assigns)  shall be bound by any
modification or amendment  authorized by this Section 19. No amendment or waiver



                                       20
<PAGE>

or effective  amendment  or waiver  entered into in violation of this Section 19
shall be valid.

     SECTION 20.  APPLICABLE  LAW. THIS CONSENT AND AGREEMENT  SHALL BE GOVERNED
BY, AND CONSTRUED INACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     SECTION 21. Notices.  Notices and other communications provided for in this
Consent  and  Agreement  shall be in writing and shall be  delivered  by hand or
overnight courier service, mailed or sent by telecopy, as follows:

          (a) if to the Sprint Parties, to:

               Sprint Spectrum L.P.
               4900 Main, 12th Floor
               Kansas City, Missouri, 64112

               Telephone No.: (816) 559-1000
               Telecopier No.: (816) 559-1290
               Attention: Chief Executive Officer

               with a copy to:

               4900 Main, 11th Floor
               Kansas City, Missouri, 64112

               Telephone No.: (816) 559-1000
               Telecopier No.: (816) 559-2591
               Attention: General Counsel

          (b) if to the Administrative Agent, to it at:

               First Union National Bank
               301 South College Street, 5th Floor
               Charlotte, North Carolina 28288
               Attention: Bill Luther

               Telephone No.: (704) 383-3680
               Telecopier No.: (704) 383-1931



                                       21
<PAGE>


               with a copy to:

               Moore & Van Allen, PLLC
               100 North Tryon Street, Floor 47
               Charlotte, North Carolina 28202
               Attention: Bill Fuller

               Telephone No.: (704) 331-1059
               Telecopier No.: (704) 331-1159

          (c) if to Affiliates, to them at:

               Mr. Pete Holland
               Chief Financial Officer
               Horizon Personal  Communications,  Inc.
               P.O. Box 480
               Chillicothe, Ohio 45601

               Telephone No.: 740-772-8547
               Telecopier No.: 740-774-3100

               Bright Personal Communications Services, LLC
               68 East Main Street
               P.O. Box 5050
               Chillicothe, Ohio 45601

               Telephone No.: 740-772-8200
               Telecopier No.: 740-774-3400

All notices and other  communications  given to any party  hereto in  accordance
with the  provisions of this Consent and Agreement  shall be deemed to have been
given on the date of receipt if delivered by hand or overnight  courier  service
or sent by  telecopy,  or on the date five (5) business  days after  dispatch by
certified or registered mail if mailed,  in each case delivered,  sent or mailed
(properly  addressed)  to  such  party  as  provided  in this  Section  21 or in
accordance  with  the  latest  unrevoked  direction  from  such  party  given in
accordance with this Section 21.

     SECTION 22. Counterparts. This Consent and Agreement may be executed in two
or more  counterparts,  each of which shall  constitute  an original  but all of
which when taken together shall constitute but one contract.

     SECTION 23. Severability.  Any provision of this Consent and Agreement that
is  prohibited  or  unenforceable   in  any  jurisdiction   shall,  as  to  such
jurisdiction,   be   ineffective   to  the   extent  of  such   prohibition   or
unenforceability  without  invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction. The parties shall
endeavor  in  good  faith  negotiations  to  replace  the  invalid,  illegal  or



                                       22
<PAGE>

unenforceable provision with valid provisions the economic effect of which is as
close as possible to that of the invalid, illegal or unenforceable provision.

     SECTION 24. Termination.  This Consent and Agreement shall terminate and be
of no further force and effect upon the first to occur of the following: (i) the
Credit  Party  Obligations  are paid in full and the  Credit  Agreement  and all
Commitments  are  terminated or assigned to a Sprint Party;  and (ii) the Sprint
Agreements terminate.

            [The remainder of this page is intentionally left blank.]



                                       23
<PAGE>

     IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Consent and
Agreement to be executed by their respective  authorized officers as of the date
and year first above written.

                                             SPRINT SPECTRUM L.P.

                                             By:  /s/ Thomas E. Mateer
                                                --------------------------------
                                                Thomas E. Mateer
                                                Vice  President - Affiliations

                                             SPRINTCOM, INC.

                                             By: /s/ Thomas E. Mateer
                                                --------------------------------
                                                Thomas E. Mateer
                                                Vice  President - Affiliations

                                             WIRELESSCO, L.P.

                                             By: /s/ Thomas E. Mateer
                                                --------------------------------
                                                Thomas E. Mateer
                                                Vice  President - Affiliations

                                             SPRINT COMMUNICATIONS COMPANY, L.P.

                                             By: /s/ Thomas A. Gerke
                                                --------------------------------
                                                Thomas  A.  Gerke
                                                Vice  President, Corporate
                                                Secretary  and Associate
                                                General Counsel

                                             FIRST  UNION   NATIONAL   BANK
                                             for  itself  and as  Administrative
                                             Agent

                                             By: /s/ W.A. Luther
                                                --------------------------------
                                                Name:  William A. Luther
                                                     ---------------------------
                                                Title: SVP
                                                     ---------------------------


                                       24
<PAGE>

               Acknowledgment, Consent and Agreement of Affiliate

     Affiliate (i) has reviewed this Consent and Agreement,  (ii)  acknowledges,
consents and agrees to the terms and  provisions of this Consent and  Agreement,
and (iii)  agrees to be bound by the terms and  provisions  of this  Consent and
Agreement,  including, without limitation, such terms and provisions that affect
Affiliate,  its assets or its rights  under the  Management  Agreement.  Without
limiting the generality of the foregoing:  (i) Affiliate acknowledges and agrees
that the right to  appoint  an Interim  Manager  and the right to cure  breaches
under the  Sprint  Agreements  are  intended  to allow the right and  ability to
preserve and/or protect the Collateral or its value and the Service Area Network
or its value and (ii) Affiliate acknowledges and agrees that in the event of the
sale of the Collateral by the Administrative  Agent, the value of the Collateral
may be dependent on the right of the Person  purchasing the Collateral to assume
or be a party to the Sprint  Agreements  and  acknowledges  that any sale of the
Collateral in accordance with Sections 6 and 10 hereof,  the other provisions of
this Consent and Agreement and, to the extent not inconsistent with this Consent
and Agreement,  the Credit  Documents is agreed to be a commercially  reasonable
disposition of the Collateral by Administrative Agent.

                                 HORIZON PERSONAL COMMUNICATIONS, INC.

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



                                 BRIGHT PERSONAL COMMUNICATIONS SERVICES, L.L.C.

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



<PAGE>

              Acknowledgment, Consent and Agreement of Horizon PCS

     Horizon PCS (i) has reviewed this Consent and Agreement, (ii) acknowledges,
consents and agrees to the terms and  provisions of this Consent and  Agreement,
and (iii) agrees to be bound by and is entitled to the benefits of the terms and
provisions of this Consent and Agreement. The Horizon PCS Guaranty has been duly
executed and delivered by Horizon PCS.

                                 HORIZON PCS, INC.

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



<PAGE>

                                    EXHIBIT A

                            CONFIDENTIALITY AGREEMENT


THIS   CONFIDENTIALITY   AGREEMENT   ("Agreement")   is   entered   into  as  of
________________,   200__,  by  and  between  Sprint   Spectrum  L.P.   ("Sprint
Spectrum"),  a Delaware limited partnership,  whose address is 4900 Main Street,
12th  Floor,  Kansas  City,  Missouri  64112,  ________________  ("Manager"),  a
________________,    whose   address   is   ________________,    ("Lender"),   a
________________,  whose  address  is  ________________   and   ________________
("Potential Buyer"), a ________________,  whose address is ________________,  to
assure the protection and  preservation of the confidential  and/or  proprietary
nature of  information  to be disclosed or made available to each other relating
to the possible purchase by the Potential Buyer of the assets of the Manager and
the  possible  affiliation  of the  Potential  Buyer with  Sprint  Spectrum as a
manager  of the  Sprint  PCS  network  presently  managed  by the  Manager  (the
"Transaction").

NOW,  THEREFORE,  in  reliance  upon  and  in  consideration  of  the  following
undertakings, the parties, for themselves, or for any corporation,  partnership,
association,  joint stock company,  limited liability company, limited liability
partnership, or trust directly or indirectly controlling, controlled by or under
common control of such party, or a more than 50% owned  subsidiary of such party
(its "Affiliates"), agree as follows:

1. SCOPE.  For purposes of this Agreement,  the  "Proprietary  Information" of a
party disclosing  information (the "Discloser")  means all information,  whether
communicated orally, in writing, by graphical representation,  electronically or
otherwise,  relating to  standards,  guidelines,  plans,  policies  and programs
regarding the operation and management of the Discloser or any of its Affiliates
and  all  technical,  marketing,  financial,  strategic  and  other  information
regarding  the  Discloser  or any  of its  Affiliates.  Oral  discussions  about
Proprietary  Information are Proprietary  Information.  Proprietary  Information
includes  all such  information  whether  delivered to the party  receiving  the
information (the "Recipient") directly by the Discloser or indirectly through an
Affiliate, agent or lender of the Discloser or Recipient, or by another party to
this Agreement.

2. LIMITATION.  The term "Proprietary  Information" does not include information
that:  (a) is now or is in the future in the public  domain  through no fault of
the  Recipient;  (b) prior to disclosure  pursuant to this Agreement is properly
within the legitimate possession of the Recipient;  (c) subsequent to disclosure
pursuant to this Agreement,  is disclosed to the Recipient by a third party with
respect to which the  Recipient  has no knowledge  that such  disclosure by such
third party would result in a breach of an agreement of confidentiality;  (d) is
independently  developed  by the  Recipient  through  parties  who have not had,
either  directly  or  indirectly,  access to or  knowledge  of such  Proprietary
Information;  (e) is approved for  disclosure by prior written  permission of an
authorized  signatory of  Discloser;  and (f) is obligated to be produced (I) by
law, rule or regulation,  (II) by the  requirements of any rating agency,  stock
exchange or  association  applicable  to the  Recipient,  (III) under order of a
court of competent jurisdiction,  or (IV) pursuant to a similar requirement of a




<PAGE>

governmental agency or regulatory body regulating such entity, so long as to the
extent  practicable the party required to disclose the information  provides the
other party with prior  written  notice of any required  disclosure  pursuant to
such law,  order or  requirement.  In addition,  and  notwithstanding  any other
provision  of  this  Agreement  to  the  contrary,   a  Recipient  may  disclose
Proprietary  Information (y) to a financial  institution or accredited  investor
(as that term is defined in Rule 501(a) under the  Securities  Act of 1933) that
is  considering  providing  financing  to  the  Recipient  and  which  financial
institution  or  accredited   investor  has  agreed  to  keep  the   Proprietary
Information confidential in accordance with an agreement at least as restrictive
as this Agreement; and (z) to the lawyers and accountants for the Recipient.

3. USE.  Each party  agrees to use the  Proprietary  Information  received  from
another party to evaluate the  Transaction  and thereafter to operate the assets
and business, if any, acquired pursuant to the Transaction. No other rights, and
particularly licenses, trademarks, inventions, copyrights, patents, or any other
intellectual  property  rights are implied or granted under this Agreement or by
the conveying of Proprietary  Information between the parties. Each party agrees
that a Recipient may disclose Proprietary Information received by it, subject to
the confidentiality  provisions of this Agreement, to its Affiliates, and to the
lawyers and  accountants for such  Recipient.  In addition,  Sprint Spectrum may
disclose Proprietary Information,  subject to the confidentiality  provisions of
this Agreement,  to any entity (i) for which it is building a wireless  network,
or (ii) for which it has an obligation to associate the wireless  network of the
entity to the Sprint Spectrum network.

4. REPRODUCTION. Proprietary Information supplied is not to be reproduced in any
form except as required to accomplish the intent of this Agreement.

5. DUTY OF CARE. All  Proprietary  Information may be disclosed by the Recipient
to only such of the Recipient's  employees (and agents who have a non-disclosure
obligation  at least as  restrictive  as this  Agreement)  who need to know such
information  for  purposes of this  Agreement  and to such third  parties as the
Discloser has consented to hereunder or by prior written approval.  In addition,
the Recipient must provide the same care to avoid disclosure or unauthorized use
of the  Proprietary  Information  as it  provides  to  protect  its own  similar
proprietary information.

6.  OWNERSHIP.  All  Proprietary  Information,  unless  otherwise  specified  in
writing, (a) remains the property of the Discloser,  and (b) must be used by the
Recipient only for the purpose intended. Upon termination of this Agreement, all
copies of written, recorded, graphical or other tangible Proprietary Information
must either be returned to the Discloser, or destroyed (i) after the Recipient's
need for it has  expired  or (ii)  upon the  request  of the  Discloser.  At the
request of the Discloser, the Recipient will furnish a certificate of an officer
of the Recipient  certifying  that any  Proprietary  Information not returned to
Discloser has been destroyed.

7. TERM.  A Recipient  may not  disclose  Proprietary  Information  to any third
person,  except as provided in this  Agreement,  for a period of three (3) years
after the date of its disclosure to the Recipient  (the "TERM").  This Agreement
may be terminated at any time during the Term by mutual agreement of the parties
or upon sixty (60) days' written notice to the other parties;  except that early



                                       2
<PAGE>

termination of this Agreement will not relieve the Recipient of its  obligations
under this Agreement with respect to Proprietary  Information exchanged prior to
the effective date of  termination.  All of the  obligations  undertaken by each
party as a Recipient  will survive and continue  after any  termination  of this
Agreement for the Term.

8. RIGHT TO DISCLOSE.  Each party warrants that it has the right to disclose all
Proprietary  Information that it will disclose to another party pursuant to this
Agreement,  and each party agrees to indemnify  and hold harmless the other from
all claims by a third party  related to the  wrongful  disclosure  of such third
party's  information.  Otherwise,  neither  party  makes any  representation  or
warranty, express or implied, with respect to any Proprietary Information.

9.  RIGHT TO ENJOIN  DISCLOSURE.  The  parties  acknowledge  that a  Recipient's
unauthorized  disclosure  or  use  of  Proprietary  Information  may  result  in
irreparable harm.  Therefore,  the parties agree that, in the event of violation
or threatened violation of this Agreement, without limiting any other rights and
remedies of each other,  a temporary  restraining  order and/or an injunction to
enjoin disclosure of Proprietary Information may be sought against the party who
has  breached  or  threatened  to breach  this  Agreement  and the party who has
breached or threatened to breach this Agreement will not raise the defense of an
adequate remedy at law.

10. DISCLOSURE TO THIRD PARTIES.  All media releases and public announcements or
disclosures by any party relating to this Agreement,  its subject matter, or the
purpose of this  Agreement  are to be  coordinated  with and consented to by the
other parties in writing prior to the release or announcement.

11. NO  PARTNERSHIP  OR JOINT VENTURE  FORMED.  The exchange of any  Proprietary
Information  between the  parties is not  intended  to be  interpreted  that the
parties  have  formed  or  will  form a  partnership,  joint  venture  or  other
relationship.  Any business  relationship  between the parties,  if any, must be
governed by separate agreement.

12.  LIABILITY.  Except  as  expressly  provided  hereunder,  no  party  to this
Agreement  shall be  responsible or liable for a breach of this Agreement by any
other party hereto.

13. GENERAL.  (a) This Agreement is governed and construed under the laws of the
State  of   Missouri   and   there   are  no   understandings,   agreements   or
representations,  express or implied,  not specified herein. (b) For purposes of
this project,  this Agreement  represents the entire  understanding  between the
parties,  and the  terms of this  Agreement  supersede  the  terms of any  prior
agreements or  understandings,  written or oral.  (c) This  Agreement may not be
amended  except in a writing  signed by the parties.  (d) The provisions of this
Agreement are to be considered as severable, and in the event that any provision
is held to be invalid or  unenforceable,  the parties  intend that the remaining
provisions will remain in full force and effect.  (e) Captions in this Agreement
are for ease of reference only and should not be considered in the  construction
of this Agreement. (f) There are no third party beneficiaries to this Agreement.
(g) Failure by a party to enforce or  exercise  any  provision,  right or option
contained in this  Agreement will not be construed as a present or future waiver
of such provision,  right or option. (h) THE EXISTENCE OF THIS AGREEMENT AND THE
NATURE OF THE DISCUSSIONS  BETWEEN THE PARTIES MAY NOT BE DISCLOSED BY ANY PARTY



                                       3
<PAGE>

WITHOUT THE PRIOR  WRITTEN  CONSENT OF THE OTHER  PARTIES,  EXCEPT TO THE EXTENT
REQUIRED BY LAW, RULE OR REGULATION.

IN WITNESS THEREOF, the parties have executed this Agreement as of the effective
date stated above.


Sprint Spectrum L.P.                   [Manager]



By:                                    By:
   -------------------------------        -----------------------------
       Name:                                  Name:
       Title:                                 Title:


[Potential Buyer]                      [Lender]



By:                                    By:
   -------------------------------        -----------------------------
       Name:                                  Name:
       Title:                                 Title:



                                       4
<PAGE>

                                    EXHIBIT B

                              DEFERRED AMOUNT NOTE
                                                              September 26, 2000
                                                           Kansas City, Missouri

     FOR VALUE RECEIVED,  BRIGHT PERSONAL COMMUNICATIONS  SERVICES, LLC, an Ohio
corporation  ("Maker"),  promises to pay to the order of Sprint Spectrum L.P., a
Delaware limited partnership, ("Sprint PCS"), or its successors and assigns, the
principal  sum or sums as may be advanced by the holder hereof from time to time
to Maker or on Maker's  behalf to First Union  National  Bank, or its successors
and  assigns  (the  "Administrative  Agent")  pursuant  to Section  6(d) of that
certain Consent and Agreement dated as of June 1, 2000, among the Sprint Parties
(as defined therein) and the Administrative  Agent (as amended,  the "Consent").
Such sum or sums,  if advanced,  shall be advanced  from and only from the eight
percent (8%) of the Collected  Revenues (as such term is defined in that certain
Management Agreement between,  among others, Maker and Sprint PCS, dated October
13, 1999 (such  Management  Agreement,  as amended from time to time,  being the
"Management  Agreement"))  retained by Sprint PCS pursuant to Section  10.1.1 of
the  Management  Agreement  in an  amount as set  forth in  Section  6(d) of the
Consent.  Such  advanced sum or sums shall be noted by the holder  hereof in its
records or, at its option, on a schedule attached to this note, which records or
schedule  shall be rebuttably  presumptive  evidence of the principal  owing and
unpaid on this note. The holder hereof may also note on such records or schedule
the interest due and payable on the principal amount or amounts remaining unpaid
hereunder from time to time from the date hereof until payment in full. Interest
shall be  charged  on the  amounts  owed  under this note at a rate equal to the
greatest of the then current (i) average  interest rate of Maker's secured debt,
(ii) average interest rate of Maker's unsecured debt, and (iii) Sprint PCS' cost
of capital.  Interest shall accrue and accumulate from the date the indebtedness
is incurred  (e.g.,  principal is advanced and expenses are incurred)  until all
amounts due hereunder are paid in full.

     Payments  hereunder  shall be due on the first  (1st) day of each  calendar
month,  commencing on the first day of the calendar month following the date the
initial  advance is made hereunder.  The advances  hereunder shall be payable in
consecutive  equal  monthly  installments  of principal  and  interest,  due and
payable on the first day of each month,  such that all  principal  and  interest
owing  hereunder  shall be fully  paid in twelve  (12)  equal  monthly  payments
(provided  that the last such payment shall be in the amount  necessary to repay
the entire unpaid principal amount hereof,  together with all accrued and unpaid
interest hereon). Each time an additional amount is advanced hereunder, the then
current unpaid  principal  amount  hereof,  together with all accrued and unpaid
interest  hereon,  shall be  re-amortized  and the  installment due dates rolled
forward,  such that the entire amount of principal and accrued  unpaid  interest
shall be paid in full in twelve (12) equal monthly payments. Notwithstanding the
foregoing,  if Maker is in default or breach with regard to its  obligations  to
the  Administrative  Agent or the Lenders (as defined in the Consent),  then the
payments due  hereunder  shall be deferred and shall not be due or payable until
such  default or breach is cured,  at which time the  entire  unpaid  balance of
principal and all interest  accrued thereon shall be paid in full in twelve (12)
equal  monthly  payments.  Notwithstanding  any  provision  in this  note to the
contrary,  this note shall mature and principal and interest shall be payable in




<PAGE>

full on the  earliest to occur of (i) the date on which a Successor  Manager (as
such term is defined in the  Management  Agreement)  is  qualified  and  assumes
Maker's  rights and  obligations  under the  Management  Agreement  and  related
agreements entered into between Maker and Sprint PCS, (ii) the date on which the
Operating  Assets  (as such term is  defined in the  Management  Agreement)  are
purchased  by a  third-party  buyer,  (iii)  the  date on which a stock or other
equity acquisition,  merger, consolidation or other transaction resulting in the
indirect transfer of the Operating Assets to a third-party buyer is consummated,
or (iv) there is a Change of Control (as such term is defined in the  Management
Agreement).  In  the  event  that  the  Operating  Assets  are  purchased  by  a
third-party buyer, or a stock or other equity acquisition, merger, consolidation
or other transaction  resulting in the indirect transfer of the Operating Assets
to a third-party buyer is consummated,  the obligations of Maker hereunder shall
be paid after Maker pays its obligations to its secured lenders,  but before any
amounts  are paid to any  other  creditors,  or to  Maker  or any of its  equity
holders.

     Maker shall have the privilege,  without  penalty or premium,  of prepaying
all or any part of this note at any time. Any prepayment  shall be applied first
to unpaid interest accrued hereunder, and then applied to principal installments
in the inverse order of maturity.

     This  note  shall  be in  default  upon  the  occurrence  of any one of the
following events:

          (a) If any payment due  hereunder  is not made within five (5) days of
when it becomes due and payable;

          (b) If the Management Agreement is terminated;

          (c) If Maker becomes insolvent, howsoever evidenced, or if Maker fails
to pay its debts as they become due; or

          (d) If a receiver  is  appointed  for any of the  property of Maker or
Maker makes an assignment  for the benefit of creditors or a proceeding is filed
by or  against  Maker  under  any law  relating  to  bankruptcy,  insolvency  or
reorganization or under any similar law.

     If this note is in  default  and shall be  continuing,  then upon and after
such  default,  so long as such default shall be  continuing,  the holder hereof
shall have the right,  exercisable at such holder's  discretion,  to declare the
entire  unpaid   principal   amount  and  all  accrued  interest  due  hereunder
immediately due and payable without notice to Maker.

     No provision of this note shall be construed to mean that Maker has paid or
contracted to pay, directly or indirectly,  under any circumstances  whatsoever,
any sum in excess of that which  lawfully may be charged or contracted for under
any applicable  laws relating to interest.  If for any reason interest in excess
of the highest lawful rate is at any time to be paid hereunder,  any such excess
shall  constitute and shall be treated as a payment on the principal  amount due
hereunder and shall operate to reduce the principal amount due hereunder by such
amount (without any prepayment penalty).



                                       2
<PAGE>

     Each payment made hereunder  shall be applied first to interest  accrued to
the date of such payment and then to the  remaining  principal  amount due. Each
payment made hereunder shall be payable at such place as the legal holder hereof
designates  from time to time in writing in lawful money of the United States of
America.  If any  payment  of  principal  or  interest  on this note is due on a
Saturday, Sunday or legal holiday under Missouri law, such payment shall be made
on the next succeeding  business day. Maker  authorizes and agrees that payments
due the holder of this note under this note may be made by right of setoff.

     If the holder of this note  exercises  a purchase  right under the terms of
the  Management  Agreement  as modified  by the  Consent,  such holder  shall be
entitled to a credit at the closing of such purchase  against the purchase price
in an amount equal to the amount owed under this note.

     If any payment due hereunder, or any portion thereof, is not paid when due,
or if all unpaid  principal and accrued  interest due hereunder shall become due
and payable by the legal holder's  exercise of the foregoing right to accelerate
upon  default,  then the  same,  and each of the  same,  shall  thereafter  bear
interest from the date of such  nonpayment or exercise,  as  appropriate,  until
payment in full at a rate per annum equal to the current  rate per annum plus an
additional four percent (4%).

     To the full extent  permitted by law,  Maker and all  endorsers,  sureties,
guarantors  and other  persons  who may  become  liable for the  payment  hereof
severally waive demand, presentment,  protest, notice of dishonor or nonpayment,
notice of  protest,  and any and all lack of  diligence  in the  enforcement  or
collection  hereof and  hereby  consent to any  renewals,  extensions,  or other
indulgences, and releases of any of them, all without notice to any of them.

     No delay or omission  of the holder of this note to  exercise  any right or
power  hereunder  shall impair such right or power or be a waiver of any default
or an acquiescence  therein. Any single or partial exercise of any such right or
power shall not preclude any or further  exercise of any other right.  No waiver
is valid  unless in  writing  signed by the holder of this note and then only to
the extent specifically set forth in such writing.  All remedies hereunder or by
law afforded are  cumulative  and are available to the holder of this note until
this note and other  liabilities of the undersigned  hereunder have been paid in
full. If this note is placed in the hands of an attorney for collection, by suit
or  otherwise,  or to enforce its  collection or to protect any security for its
payment, Maker shall pay all costs and expenses thereof together with reasonable
attorneys' fees.

     This note is  binding  upon  Maker  and its  successors  and  inures to the
benefit of the holder hereof and its successors,  transferees and assigns. Maker
agrees that any transferee of this note has the rights of a holder in due course
stated in and in  accordance  with Article 3 of the Uniform  Commercial  Code in
effect in the State of  Missouri.  This note is made and  executed  under and is
governed by and shall be enforced under the internal laws of Missouri.



                                       3
<PAGE>

     IN WITNESS WHEREOF, Maker has caused this note to be executed and sealed by
its officer by authority of its Members.

                                             BRIGHT PERSONAL
                                             COMMUNICATIONS SERVICES, LLC

                                             By
                                                --------------------------

                                             Name
                                                  ------------------------

                                             Title
                                                   -----------------------



                                       4
<PAGE>

                                    Schedule


Date           Amount              Amount          Interest              Balance
               Advanced            Paid



                                       5
<PAGE>

                                    EXHIBIT B

                              DEFERRED AMOUNT NOTE
                                                              September 26, 2000
                                                           Kansas City, Missouri

     FOR  VALUE  RECEIVED,  HORIZON  PERSONAL  COMMUNICATIONS,   INC.,  an  Ohio
corporation  ("Maker"),  promises to pay to the order of Sprint Spectrum L.P., a
Delaware limited partnership, ("Sprint PCS"), or its successors and assigns, the
principal  sum or sums as may be advanced by the holder hereof from time to time
to Maker or on Maker's  behalf to First Union  National  Bank, or its successors
and  assigns  (the  "Administrative  Agent")  pursuant  to Section  6(d) of that
certain Consent and Agreement dated as of June 1, 2000, among the Sprint Parties
(as defined therein) and the Administrative  Agent (as amended,  the "Consent").
Such sum or sums,  if advanced,  shall be advanced  from and only from the eight
percent (8%) of the Collected  Revenues (as such term is defined in that certain
Management Agreement between,  among others, Maker and Sprint PCS, dated June 8,
1998  (such  Management  Agreement,  as  amended  from  time to time,  being the
"Management  Agreement"))  retained by Sprint PCS pursuant to Section  10.1.1 of
the  Management.  Agreement  in an amount as set  forth in  Section  6(d) of the
Consent.  Such  advanced sum or sums shall be noted by the holder  hereof in its
records or, at its option, on a schedule attached to this note, which records or
schedule  shall be rebuttably  presumptive  evidence of the principal  owing and
unpaid on this note. The holder hereof may also note on such records or schedule
the interest due and payable on the principal amount or amounts remaining unpaid
hereunder from time to time from the date hereof until payment in full. Interest
shall be  charged  on the  amounts  owed  under this note at a rate equal to the
greatest of the then current (i) average  interest rate of Maker's secured debt,
(ii) average interest rate of Maker's unsecured debt, and (iii) Sprint PCS' cost
of capital.  Interest shall accrue and accumulate from the date the indebtedness
is incurred  (e.g.,  principal is advanced and expenses are incurred)  until all
amounts due hereunder are paid in full.

     Payments  hereunder  shall be due on the first  (1st) day of each  calendar
month,  commencing on the first day of the calendar month following the date the
initial  advance is made hereunder.  The advances  hereunder shall be payable in
consecutive  equal  monthly  installments  of principal  and  interest,  due and
payable on the first day of each month,  such that all  principal  and  interest
owing  hereunder  shall be fully  paid in twelve  (12)  equal  monthly  payments
(provided  that the last such payment shall be in the amount  necessary to repay
the entire unpaid principal amount hereof,  together with all accrued and unpaid
interest hereon). Each time an additional amount is advanced hereunder, the then
current unpaid  principal  amount  hereof,  together with all accrued and unpaid
interest  hereon,  shall be  re-amortized  and the  installment due dates rolled
forward,  such that the entire amount of principal and accrued  unpaid  interest
shall be paid in full in twelve (12) equal monthly payments. Notwithstanding the
foregoing,  if Maker is in default or breach with regard to its  obligations  to
the  Administrative  Agent or the Lenders (as defined in the Consent),  then the
payments due  hereunder  shall be deferred and shall not be due or payable until
such  default or breach is cured,  at which time the  entire  unpaid  balance of
principal and all interest  accrued thereon shall be paid in full in twelve (12)
equal  monthly  payments.  Notwithstanding  any  provision  in this  note to the
contrary,  this note shall mature and principal and interest shall be payable in




<PAGE>

full on the  earliest to occur of (i) the date on which a Successor  Manager (as
such term is defined in the  Management  Agreement)  is  qualified  and  assumes
Maker's  rights and  obligations  under the  Management  Agreement  and  related
agreements entered into between Maker and Sprint PCS, (ii) the date on which the
Operating  Assets  (as such term is  defined in the  Management  Agreement)  are
purchased  by a  third-party  buyer,  (iii)  the  date on which a stock or other
equity acquisition,  merger, consolidation or other transaction resulting in the
indirect transfer of the Operating Assets to a third-party buyer is consummated,
or (iv) there is a Change of Control (as such term is defined in the  Management
Agreement).  In  the  event  that  the  Operating  Assets  are  purchased  by  a
third-party buyer, or a stock or other equity acquisition, merger, consolidation
or other transaction  resulting in the indirect transfer of the Operating Assets
to a third-party buyer is consummated,  the obligations of Maker hereunder shall
be paid after Maker pays its obligations to its secured lenders,  but before any
amounts  are paid to any  other  creditors,  or to  Maker  or any of its  equity
holders.

     Maker shall have the privilege,  without  penalty or premium,  of prepaying
all or any part of this note at any time. Any prepayment  shall be applied first
to unpaid interest accrued hereunder, and then applied to principal installments
in the inverse order of maturity.

     This  note  shall  be in  default  upon  the  occurrence  of any one of the
following events:

          (a) If any payment due  hereunder  is not made within five (5) days of
when it becomes due and payable;

          (b) If the Management Agreement is terminated;

          (c) If Maker becomes insolvent, howsoever evidenced, or if Maker fails
to pay its debts as they become due; or

          (d) If a receiver  is  appointed  for any of the  property of Maker or
Maker makes an assignment  for the benefit of creditors or a proceeding is filed
by or  against  Maker  under  any law  relating  to  bankruptcy,  insolvency  or
reorganization or under any similar law.

If this note is in  default  and shall be  continuing,  then upon and after such
default,  so long as such default shall be  continuing,  the holder hereof shall
have the right,  exercisable at such holder's discretion,  to declare the entire
unpaid principal  amount and all accrued interest due hereunder  immediately due
and payable without notice to Maker.

     No provision of this note shall be construed to mean that Maker has paid or
contracted to pay, directly or indirectly,  under any circumstances  whatsoever,
any sum in excess of that which  lawfully may be charged or contracted for under
any applicable  laws relating to interest.  If for any reason interest in excess
of the highest lawful rate is at any time to be paid hereunder,  any such excess
shall  constitute and shall be treated as a payment on the principal  amount due
hereunder and shall operate to reduce the principal amount due hereunder by such
amount (without any prepayment penalty).



                                       2
<PAGE>

     Each payment made hereunder  shall be applied first to interest  accrued to
the date of such payment and then to the  remaining  principal  amount due. Each
payment made hereunder shall be payable at such place as the legal holder hereof
designates  from time to time in writing in lawful money of the United States of
America.  If any  payment  of  principal  or  interest  on this note is due on a
Saturday, Sunday or legal holiday under Missouri law, such payment shall be made
on the next succeeding  business day. Maker  authorizes and agrees that payments
due the holder of this note under this note may be made by right of setoff.

     If the holder of this note exercises a purchase right under the terms
of the  Management  Agreement as modified by the  Consent,  such holder shall be
entitled to a credit at the closing of such purchase  against the purchase price
in an amount equal to the amount owed under this note.

     If any payment due hereunder, or any portion thereof, is not paid when due,
or if all unpaid  principal and accrued  interest due hereunder shall become due
and payable by the legal holder's  exercise of the foregoing right to accelerate
upon  default,  then the  same,  and each of the  same,  shall  thereafter  bear
interest from the date of such  nonpayment or exercise,  as  appropriate,  until
payment in full at a rate per annum equal to the current  rate per annum plus an
additional four percent (4%).

     To the full extent  permitted by law,  Maker and all  endorsers,  sureties,
guarantors  and other  persons  who may  become  liable for the  payment  hereof
severally waive demand, presentment,  protest, notice of dishonor or nonpayment,
notice of  protest,  and any and all lack of  diligence  in the  enforcement  or
collection  hereof and  hereby  consent to any  renewals,  extensions,  or other
indulgences, and releases of any of them, all without notice to any of them.

     No delay or omission  of the holder of this note to  exercise  any right or
power  hereunder  shall impair such right or power or be a waiver of any default
or an acquiescence  therein. Any single or partial exercise of any such right or
power shall not preclude any or further  exercise of any other right.  No waiver
is valid  unless in  writing  signed by the holder of this note and then only to
the extent specifically set forth in such writing.  All remedies hereunder or by
law afforded are  cumulative  and are available to the holder of this note until
this note and other  liabilities of the undersigned  hereunder have been paid in
full. If this note is placed in the hands of an attorney for collection, by suit
or  otherwise,  or to enforce its  collection or to protect any security for its
payment, Maker shall pay all costs and expenses thereof together with reasonable
attorneys' fees.

     This note is  binding  upon  Maker  and its  successors  and  inures to the
benefit of the holder hereof and its successors,  transferees and assigns. Maker
agrees that any transferee of this note has the rights of a holder in due course
stated in and in  accordance  with Article 3 of the Uniform  Commercial  Code in
effect in the State of  Missouri.  This note is made and  executed  under and is
governed by and shall be enforced under the internal laws of Missouri.



                                       3
<PAGE>

     IN WITNESS WHEREOF, Maker has caused this note to be executed and sealed by
its officer by authority of its Members.

                                             HORIZON PERSONAL
                                             COMMUNICATIONS, INC.

                                             By
                                                --------------------------------

                                             Name
                                                  ------------------------------

                                             Title
                                                   -----------------------------



                                       4
<PAGE>

                                    Schedule


Date            Amount              Amount          Interest             Balance
                Advanced            Paid



                                       5




1602192v1