July 7, 2000


Mr. William A. McKell
President and Chief Executive Officer
Horizon Personal Communications, Inc.
68 East Main Street
Chillicothe, Ohio  45601-0480

Mr. Peter M. Holland
Director and Chief Financial Officer
Horizon Personal Communications, Inc.
68 East Main Street
Chillicothe, Ohio  45601-0480

     RE:  $225 MILLION  SENIOR  SECURED  CREDIT  FACILITY  FOR HORIZON  PERSONAL
          COMMUNICATIONS, INC.

Gentlemen:

         We  understand  that  Horizon   Personal   Communications,   Inc.  (the
"Borrower")  intends  to  finance  the  direct  costs  of the  construction  and
operation  of a  regional  digital  wireless  telecommunications  network on the
Sprint PCS system (collectively,  the "Build-out").  We also understand that the
Borrower will enter into a Credit Agreement (the "Bank Credit Facility") for the
purposes of financing the Build-out having  substantially the terms set forth on
the summary of terms and  conditions  attached  hereto (the "Term  Sheet")  with
certain financial  institutions (the "Lenders") for an aggregate amount of up to
$225  million  which shall be in the form of a term loan and a revolving  credit
facility.  The Build-out and the transaction described in the foregoing sentence
are hereinafter referred to collectively as the "Transactions."

         Based upon and subject to the foregoing and to the terms and conditions
set forth below and in the Term Sheet, First Union National Bank ("First Union")
is pleased to confirm  its  commitment  (the  "Commitment")  to provide the Bank
Credit  Facility to the Borrower.  First Union's  obligation to provide the Bank
Credit  Facility  pursuant to this  Commitment is subject to (i) the  Borrower's
written  acceptance  of a letter from First  Union to the  Borrower of even date
herewith  (the "Fee  Letter")  pursuant to which the  Borrower  agrees to pay to
First Union  certain fees in  connection  with the Bank Credit  Facility as more
particularly  set forth  therein,  (ii) the  completion  of a definitive  credit
agreement  and related  documentation  for the Bank Credit  Facility in form and
substance  satisfactory to First Union,  (iii)  completion of all  documentation
relating to the  Build-out  (including,  without  limitation,  all contracts and


                                       1
<PAGE>

other  documentation),  in form and substance  satisfactory to First Union, (iv)
compliance  with all applicable laws and  regulations  (including  compliance of
this  Commitment  and the  transactions  described  herein  with all  applicable
federal banking laws,  rules and  regulations),  (v) the  determination of First
Union  and  FUSI (as  defined  below)  that,  prior to and  during  the  primary
syndication  of the Bank Credit  Facility,  there  shall have been no  competing
issuance of debt  (excluding,  for purposes  hereof,  the issuance of high yield
indebtedness  in an aggregate  amount of up to  $125,000,000  in net  proceeds),
securities  (excluding,  for purposes hereof, the initial public offering of the
common  stock of  Horizon  PCS,  Inc.  in an  aggregate  amount of not less than
$100,000,000  in net  proceeds) or  commercial  bank  facilities of the Borrower
being offered,  placed or arranged,  without the prior written  consent of First
Union and FUSI (vi) the  completion  by First Union of its legal,  financial and
business due  diligence in form and  substance  satisfactory  to First Union and
(vii) the satisfaction of all other  conditions  described  herein,  in the Term
Sheet  and in such  definitive  credit  documentation.  Further,  First  Union's
Commitment  is  subject  to there  not  having  occurred  any  material  adverse
disruption or other change in the financial, banking or capital markets that has
had or could  have a  material  adverse  effect on the  syndication  of the Bank
Credit  Facility.  In addition,  whether before or after the closing of the Bank
Credit  Facility,  First Union shall be entitled,  after  consultation  with the
Borrower,  to change the pricing  (provided,  however that it is agreed that the
applicable  percentages  referred to in the Term Sheet will not be  increased by
more than 2.0% above the rate stated therein if First Union shall have reached a
hold  level of  $100,000,000  or less),  structure  or terms of the Bank  Credit
Facility  (including,   without  limitation,   the  individual  amounts  of  the
facilities  but not the aggregate  amount of the Bank Credit  Facility) if First
Union determines that such changes are advisable in order to ensure a successful
pre-closing or  post-closing  syndication or an optimal credit  structure of the
Bank  Credit  Facility,  such right to  continue  until the  completion  of such
syndication notwithstanding the termination of the Commitment.

         It is agreed that First Union will act as the sole administrative agent
(the  "Administrative  Agent")  for any  other  Lenders  under  the Bank  Credit
Facility.  First Union,  through its  affiliate,  First Union  Securities,  Inc.
("FUSI" or the  "Arranger"),  will also serve as sole manager of the syndication
effort. In connection with such syndication effort,  First Union will manage all
aspects of the syndication,  including without limitation making decisions as to
the  selection  and  number  of  institutions  to be  approached  and when  such
institutions  will be  approached,  when  commitments  will be  accepted,  which
institutions  will  participate,  the allocations of commitments among syndicate
Lenders and the amount and distribution of fees payable to syndicate Lenders. As
a part of this process, First Union will consult with the Borrower regarding the
selection and number of institutions to be approached.

         First Union  reserves  the right,  prior to or after the  execution  of
definitive  documentation with respect to the Bank Credit Facility,  and as part
of any  syndication  thereof or  otherwise,  to arrange for the  assignment of a
portion of this  Commitment,  in accordance  with the Term Sheet, to one or more


                                       2
<PAGE>

mutually acceptable financial institutions that will become Lenders and be party
to such  definitive  documentation.  In addition,  in  connection  with any such
syndication,  the Borrower  acknowledges that First Union may allocate a portion
of the fees payable  under the Fee Letter to such other  Lenders.  It is agreed,
however,  that no  Lender  will  receive  compensation  from or on behalf of the
Borrower  outside the terms  contained  herein and in the Fee Letter in order to
obtain its commitment to participate in the Bank Credit Facility.

         The  Borrower  understands  that First Union  intends to  commence  the
syndication  efforts  immediately and intends to complete such syndication prior
to closing. In connection  therewith,  the Borrower agrees to assist First Union
in promptly completing a mutually satisfactory syndication. The syndication will
be  accomplished  by a variety  of means  including  direct  contact  during the
syndication  between senior management of the Borrower and First Union and their
respective affiliates and advisors. First Union reserves the right to engage the
services of FUSI and other of its  affiliates in  furnishing  the services to be
performed by First Union as contemplated  herein and to allocate (in whole or in
part) to any such affiliates any fees payable to it in such manner as it and its
affiliates may agree in their sole  discretion.  The Borrower  agrees that First
Union may share with any of its affiliates and advisors any information  related
to the Transactions or any other matter  contemplated  hereby, on a confidential
basis.

         The  Borrower  agrees  to afford  First  Union  and its  affiliates  an
opportunity to offer proposals to provide, arrange, underwrite or administer (i)
any interest  rate caps,  currency  swaps or other  hedging  transactions  to be
entered into by the Borrower or any of its affiliates, (ii) any cash management,
funds transfer, trade, corporate trust and securities services to be obtained by
the  Borrower or any of its  affiliates  and (iii) any public or private debt or
equity  instruments  or  securities  to be issued by the  Borrower or any of its
affiliates.

         You hereby  represent,  warrant and covenant that (i) all  information,
other than the Projections  (as defined  below),  which has been or is hereafter
made   available  to  First  Union  or  the  Lenders  by  you  or  any  of  your
representatives  in  connection  with  the  transactions   contemplated   hereby
("Information") is and will be complete and correct in all material respects and
does not and will not contain any untrue statement of a material fact or omit to
state a material fact  necessary to make the  statements  contained  therein not
misleading  and (ii) all financial  projections  concerning the Borrower and its
subsidiaries  that have been or are hereafter  made  available to First Union or
the Lenders by you or any of your  representatives (the "Projections") have been
or will be prepared in good faith based upon reasonable  assumptions.  You agree
to furnish us with such Information and Projections as we may reasonably request
and to supplement the Information  and the  Projections  from time to time until
the closing  date for the Bank Credit  Facility so that the  representation  and
warranty in the  preceding  sentence is correct on such date.  In arranging  and
syndicating  the Bank Credit  Facility  First Union will be using and relying on
the Information and the Projections without independent verification thereof.

                                       3
<PAGE>

         The Borrower agrees to reimburse First Union, FUSI and their affiliates
for  all  of  their  reasonable  fees  and  out-of-pocket   expenses  (including
reasonable  attorneys'  fees  and  expenses)  incurred  in  connection  with the
transactions  described  herein.  The Borrower also agrees to indemnify and hold
harmless First Union, FUSI and their affiliates and their respective  directors,
officers,  employees and agents (collectively,  the "Indemnified  Parties") from
and against any and all actions,  suits, losses, claims and liabilities to third
parties  unaffiliated with the Indemnified Parties of any kind or nature,  joint
or several, to which such Indemnified Parties may become subject,  related to or
arising out of any of the transactions  contemplated  herein,  including without
limitation the execution of definitive credit documentation, the syndication and
closing of the Bank Credit  Facility and the closing of the other  Transactions,
and will  reimburse the  Indemnified  Parties for all  reasonable  out-of-pocket
expenses (including  reasonable  attorneys' fees and expenses) on demand as they
are  incurred in  connection  with the  investigation  of,  preparation  for, or
defense of any pending or threatened  claim or any action or proceeding  arising
therefrom;  provided,  that  no  Indemnified  Party  shall  have  any  right  to
indemnification  for any of the foregoing to the extent resulting primarily from
the gross negligence or willful  misconduct of any Indemnified Party or from any
material breach hereof. This Commitment is addressed solely to the Borrower, and
neither  First Union and FUSI, on the one hand,  nor the Borrower,  on the other
hand,  shall be liable to the other or any other  person  for any  consequential
damages  that  may be  alleged  as a  result  of this  Commitment  or any of the
transactions  referred  to  herein.  In the event  that the  closing of the Bank
Credit Facility fails to occur for any reason,  the provisions of this paragraph
shall survive any termination of this Commitment.

         Until such time as the Borrower has accepted this Commitment in writing
as provided  below,  the Borrower is not  authorized  to show or circulate  this
Commitment  or the Term Sheet,  or disclose the contents  thereof,  to any other
person or entity (other than to its directors,  officers and legal and financial
counsel;  provided  that (i) each of such persons shall agree to be bound by the
confidentiality  provisions hereof and (ii) the Borrower shall be liable for any
breach of such confidentiality  provisions by any such person), except as may be
required by law or applicable judicial process.

         This Commitment  shall  terminate at 5:00 p.m. on July 7, 2000,  unless
such  Commitment  is accepted by the Borrower in writing prior to such time and,
if accepted prior to such time, shall expire at the earlier of the occurrence of
any event that has, or could be expected to have, a material  adverse  effect on
the  business,  properties,  prospects,  operations  or condition  (financial or
otherwise)  of the  Borrower,  and (iv) 5:00 p.m.  on August  15,  2000,  if the
closing of the Bank Credit Facility shall not have occurred by such time.

         This  Commitment  and the Fee Letter shall be governed by and construed
in  accordance  with the  internal  laws of the  state of  North  Carolina,  and
together  constitute the entire  agreement  between the parties  relating to the
subject matter hereof and thereof and supersede any previous agreement,  written
or oral,  between the parties  with  respect to the  subject  matter  hereof and
thereof.  This Commitment  supersedes any prior or contemporaneous  agreement or


                                       4
<PAGE>

understanding  between any parties  hereto  with  respect to the subject  matter
hereof. This Commitment may not be assigned without the prior written consent of
First Union.

         If the Borrower is in  agreement  with the  foregoing,  please sign the
enclosed copy of this Commitment and return it to First Union and FUSI, together
with an executed  copy of the Fee Letter and payment of that  portion of the any
fee  referenced  in the Fee Letter  which is  payable  upon  acceptance  of this
Commitment, by no later than 5:00 p.m. on July 7, 2000.

                             Sincerely,

                             FIRST UNION NATIONAL BANK


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


                             FIRST UNION SECURITIES, INC.


                             By:    /s/ Rob Johnson
                                ------------------------------------------------
                             Name:  Rob Johnson
                                  ----------------------------------------------
                             Title: MD
                                   ---------------------------------------------


Agreed to and accepted this day of ______________, 2000.

HORIZON PERSONAL COMMUNICATIONS, INC.


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

BRIGHT PCS, LLC


By:     /s/ Steven P. Burkhardt
   --------------------------------------------------
Name:   Steve Burkhardt
     ------------------------------------------------
Title:  Assistant Secretary
      -----------------------------------------------

<PAGE>

                      HORIZON PERSONAL COMMUNICATIONS, INC.
                    PROPOSED SUMMARY OF TERMS AND CONDITIONS
                                  JULY 7, 2000


BORROWERS:     Horizon Personal Communications, Inc. ("Horizon") and Bright PCS,
               LLC   ("Bright")   (each,   individually,    a   "Borrower"   and
               collectively, the "Borrowers").

GUARANTORS:    Horizon PCS,  Inc.  (the  "Parent")  and all material  direct and
               indirect subsidiaries of Horizon PCS, Inc.

ADMINISTRATIVE
AGENT:         First Union National Bank ("First  Union" or the  "Administrative
               Agent") or applicable affiliate designated thereby.

ARRANGER:      First Union Securities, Inc. (the "Arranger").

LENDERS:       First Union and a syndicate of lenders (the  "Lenders")  arranged
               by the Arranger and satisfactory to the Borrowers.

FACILITIES:    $75,000,000  Revolving Credit Facility (the "Revolver";  together
               with the Term Loan A and the Term Loan B, the "Facilities")  with
               a  $10,000,000  sublimit for the  issuance of standby  Letters of
               Credit  and a  $10,000,000  sublimit  for  Swingline  borrowings.
               Letters of Credit issued under the Revolver  shall have a term of
               no more than one year (not to extend  beyond the maturity date of
               the Revolver).

               $150,000,000  Term Loan (to be  comprised of a Term Loan A ("Term
               Loan A") and a Term  Loan B  ("Term  Loan  B") in  amounts  to be
               determined).  The Term Loan A and the Term Loan B,  together with
               the  Revolver,  shall  be  each  individually  referred  to  as a
               "Facility" and collectively, as the "Facilities". The Term Loan A
               shall  be  drawn  on a  delayed  basis  (not to  exceed  a period
               eighteen months after closing of the  Facilities)  according to a
               schedule to be determined.  Amounts  allocated to the Term Loan B
               may be subject to call protection of 102% and 101% in years 1 and
               2, respectively.

               Provided the  Facilities  referred to above are fully drawn,  the
               Borrower  may  borrow  up  to  an  additional   $50,000,000  (the
               "Additional  Facility")  upon Required Lender approval so long as
               (a) the  terms are no more  favorable  to the  Borrower  than the
               terms  and  conditions  of the Term  Loan B; (b) such  Additional
               Facility has a final  maturity  date no earlier than December 31,
               2008;  (c) each Lender under the Credit  Agreement is offered the
               opportunity  (but is not obligated) to issue a commitment for its
               pro  rata  share  of  such  Additional  Facility;   and  (d)  the
               Additional  Facility will constitute  obligations  under the Loan
               Agreement and shall rank pari passu with the other obligations.


________________________________________________________________________________
FIRST UNION-PROPOSAL                                      Strictly Confidential

                                       1
<PAGE>


MATURITY:      The Revolver  shall mature eight years from the closing date. The
               Term Loan A shall mature eight years from the closing  date.  The
               Term  Loan B shall  mature  eight  and  one-half  years  from the
               closing date.

PURPOSE:       To finance (i) the direct cost of the  construction and operation
               of a regional digital wireless  telecommunications network on the
               Sprint PCS System; (ii) transaction costs and expenses; and (iii)
               working capital and other general corporate purposes.

SECURITY:      The  Facility  shall be secured by the grant of a first  priority
               lien in  favor  of the  Administrative  Agent,  for  the  ratable
               benefit of itself and the Lenders,  on all now owned or hereafter
               acquired  tangible and  intangible  assets of the  Borrowers  and
               their  subsidiaries  (excluding,  for purposes hereof,  shares of
               Horizon Telcom, Inc. owned by Horizon), including but not limited
               to:

                    (i) all  assets  associated  with  the  Borrowers'  wireless
               communications    network,     including    without    limitation
               certifications,  licenses (to the extent  permitted by applicable
               law),  franchise rights,  rights-of-way,  and material  contracts
               (including,  without limitation, the assignment of all agreements
               and/or  licenses  with Sprint  Corp.  (collectively,  the "Sprint
               Agreement") which shall have been consented to by Sprint Corp.);

                    (ii) accounts receivable and notes receivable;

                    (iii) real estate owned or leased by the Borrowers and their
               subsidiaries, supported by landlord waivers, estoppel letters and
               other real estate security documents;

                    (iv) any intercompany loans; and

                    (v) 100% of the capital  stock or other equity  interests of
               any present and future domestic subsidiaries of the Borrowers.

               In  addition,  the  Facilities  shall be secured by the pledge of
               100%  of  the  capital  stock,  partnership  interests  or  other
               ownership  interests  of the Parent in the  Borrowers in favor of
               the  Administrative  Agent, for the ratable benefit of itself and
               the Lenders.

INTEREST RATE
OPTIONS:       The Borrowers' option of:


________________________________________________________________________________
FIRST UNION-PROPOSAL                                      Strictly Confidential

                                      2
<PAGE>

               (1)  Base  Rate:  The Base  Rate  plus the  Applicable  Base Rate
                    Margin,  as set forth in the pricing grid attached hereto as
                    Exhibit I. Loans bearing  interest at the Base Rate shall be
                    for a minimum amount of $500,000 and $250,000  increments in
                    excess thereof.

                    The Base Rate means the  greater  of (i) the  Administrative
                    Agent's Prime Rate or (ii) the overnight  federal funds rate
                    plus  0.50%.  The  Prime  Rate is an index or base  rate and
                    shall not  necessarily be its lowest or best rate charged to
                    its customers or other banks.

               (2)  LIBOR Rate:  LIBOR plus the  Applicable  LIBOR Margin as set
                    forth in the  pricing  grid  attached  hereto as  Exhibit I.
                    Loans  bearing  interest  at the LIBOR  Rate  shall be for a
                    minimum  amount of  $2,000,000  and $500,000  increments  in
                    excess thereof.

                    LIBOR  shall  mean  reserve  adjusted  LIBOR as set forth on
                    Telerate Page 3750 or as  determined  by the  Administrative
                    Agent if such  information is not available.  The LIBOR Rate
                    Option is available  for  Interest  Periods of 1, 2, 3, or 6
                    months.  No more  than six (6)  Interest  Periods  may be in
                    effect at any time.

                    LIBOR  Rate  interest,  Base  Rate  interest  based  on  the
                    overnight   federal   funds  rate  and  all  fees  shall  be
                    calculated  on a 360 day  basis,  while  Base Rate  interest
                    based on the  Administrative  Agent's  Prime  Rate  shall be
                    calculated on a 365/66 day basis.

LOANS UNDER THE
CREDIT
FACILITY:      Borrowings  may be requested  upon three business days notice for
               LIBOR  Loans and same  business  day notice for Base Rate  Loans.
               Notice must be given to the Agent by 11:00 a.m., Charlotte, North
               Carolina time, on the day on which such notice is required.

INTEREST
PAYMENTS:      Interest on Base Rate Loans will be due and payable  quarterly in
               arrears.  Interest on LIBOR Rate Loans will be due and payable at
               the end of each applicable Interest Period or, in the case of a 6
               month LIBOR Rate Loan, every 3 months.

DEFAULT
DATE:          Upon the  occurrence  and during the  continuance  of an Event of
               Default,  (i) the  Borrowers  shall no longer  have the option to
               request  LIBOR Rate Loans,  (ii) all amounts due and payable with
               respect  to LIBOR Rate Loans  shall bear  interest  at a rate per
               annum two percent (2%) in excess of the rate then  applicable  to
               such Loans until the end of the  applicable  Interest  Period and



________________________________________________________________________________
FIRST UNION-PROPOSAL                                      Strictly Confidential

                                      3
<PAGE>

               thereafter  at a rate equal to two percent  (2%) in excess of the
               rate then applicable to Base Rate Loans and (iii) all amounts due
               and payable  with  respect to Base Rate  Loans,  and all fees and
               other amounts due and payable,  shall bear interest at a rate per
               annum  equal to two  percent  (2%) in  excess  of the  rate  then
               applicable to Base Rate Loans.

LETTER OF
CREDIT
FEES:          Letter of Credit Fee:  An amount  equal to the  Applicable  LIBOR
               Margin on a per annum basis multiplied by the face amount of each
               Letter of Credit,  payable to the  Administrative  Agent, for the
               account of the Lenders, quarterly in arrears.

               Fronting  Fee: An amount equal to 0.125% per annum  multiplied by
               the  face  amount  of  each  Letter  of  Credit,  payable  to the
               Administrative  Agent (as Issuing  Lender),  for its own account,
               quarterly in arrears.

COMMITMENT
FEE:           The  Borrowers  shall  pay to the  Administrative  Agent  for the
               account  of the  Lenders  a  Commitment  Fee at a rate per  annum
               reflected on the attached Exhibit II on the unused portion of the
               Facilities, payable quarterly in arrears.

MANDATORY
COMMITMENT
REDUCTIONS:    The  aggregate  commitment  of the Lenders  under the  Facilities
               shall be permanently  reduced  quarterly  according to the annual
               percentages set forth below:

               ----------------- ---------------------- -----------------------
                                 Term Loan A Commitment  Term Loan B Commitment
                                      Reductions              Reductions
               ----------------- ---------------------- -----------------------
               Year 1                     0%                        0%
               -----------------
               Year 2                     0%                        0%
               -----------------
               Year 3                     0%                        0%
               -----------------
               Year 4                    ___%                       1%
               -----------------
               Year 5                    ___%                       1%
               -----------------
               Year 6                    ___%                       1%
               -----------------
               Year 7                    ___%                       1%
               -----------------
               Year 8                    ___%                       1%
               -----------------
               Year    9   (six                                    95%
               months)
               ----------------- ------------------------- --------------------

MANDATORY
PREPAYMENTS/
PERMANENT FACILITY
REDUCTIONS:    Outstandings  under the Facilities will be required to be prepaid
               and  the  aggregate   commitment   amount   thereunder   will  be
               permanently  reduced as follows:  (i) 100% of the net proceeds of
               any debt issuance  (excluding the initial  issuance of high yield


________________________________________________________________________________
FIRST UNION-PROPOSAL                                      Strictly Confidential

                                       4
<PAGE>

               notes or high yield  bridge  notes by the Parent in an  aggregate
               amount of up to  $125,000,000  in net proceeds)  completed by the
               Parent, the Borrowers or their subsidiaries,  (ii) 50% of the net
               proceeds  of  any  equity   offering   completed  by  the  Parent
               (excluding  the initial  public  offering of common equity of the
               Parent in an aggregate  amount of not less than  $100,000,000  in
               net proceeds), the Borrowers or their subsidiaries, provided that
               such  net  proceeds  may be used to (A)  redeem  up to 35% of any
               subordinated  debt  subject to equity  clawbacks  and (B) acquire
               additional  telecommunications assets within eighteen (18) months
               of the receipt of such net proceeds  (subject to  limitations  on
               acquisitions  to be  determined),  (iii) 100% of the net proceeds
               from asset sales,  other than in the ordinary course of business,
               unless  reinvested in  replacement  assets within 180 days,  (iv)
               100% of insurance proceeds not reinvested within 180 days and (v)
               50% of Excess Cash Flow (to be defined as Consolidated  EBITDA of
               the  Borrowers  and their  subsidiaries  minus the sum of capital
               expenditures  plus  repayments of principal plus working  capital
               plus cash  interest  expense  plus  taxes) for each  fiscal  year
               commencing with the fiscal year ending December 31, 2003.

OPTIONAL
PREPAYMENTS:   Base Rate Loans may be prepaid at any time without penalty. LIBOR
               Rate Loans may be prepaid at the end of the  applicable  Interest
               Period without penalty.  Prepayment of the LIBOR Rate Loans prior
               to the  end of the  applicable  Interest  Period  is  subject  to
               payment of any funding losses.

CONDITIONS
PRECEDENT TO
INITIAL
BORROWING:     Customary  for  facilities  of this  nature,  including,  but not
               limited to,  completion  of  financial  due  diligence  and final
               credit  approval  in  form  and  substance  satisfactory  to  the
               Arranger;  credit  documentation  satisfactory  to  the  Lenders;
               receipt of a minimum $225 million in aggregate  net proceeds from
               a combination of an initial public offering, the issuance of high
               yield  or  high  yield  bridge  notes  and/or  a  private  equity
               issuance,  provided  that not less than $100  million of such net
               proceeds shall be received from the issuance of public or private
               equity,  to be  contributed to Horizon on or prior to the initial
               extension of credit under the  Facilities,  in each case on terms
               and conditions  satisfactory to the Lenders;  receipt of business
               plans with respect to the  buildout of the wireless  network each
               in  form  and  substance   satisfactory   to  the  Lenders;   all
               governmental, shareholder, corporate and third party consents and
               approvals  shall have been obtained;  modification  of key vendor
               contracts to, among other things, subordinate the lien thereof to
               the  Facilities  on  terms  and  conditions  satisfactory  to the
               Lenders; no material adverse change including no material pending
               or  threatened   litigation,   bankruptcy  or  other  proceeding;
               satisfactory  review  of all  corporate  documentation,  material

________________________________________________________________________________
FIRST UNION-PROPOSAL                                      Strictly Confidential

                                       5
<PAGE>

               agreements and other legal due diligence; satisfactory completion
               of business due diligence by the Lenders; and payment of all fees
               and expenses due to the  Administrative  Agent,  the Arranger and
               their counsel.

CONDITIONS PRECEDENT
TO EACH
BORROWING:     Delivery of a borrowing notice,  accuracy of all  representations
               and warranties, absence of defaults and compliance on a pro forma
               basis with all covenants.

REPRESENTATIONS
AND
WARRANTIES:    Customary  for  facilities  of this  nature,  including,  but not
               limited  to,  corporate  existence;  corporate  and  governmental
               authorization; enforceability; financial information; no material
               adverse changes;  compliance with laws and agreements  (including
               environmental    laws);    compliance    with   all    applicable
               communications laws and regulations  (including FCC and state PUC
               regulations  and  orders);  compliance  with  ERISA;  no material
               litigation;  payment  of  taxes;  financial  condition;  and full
               disclosure.

INTEREST RATE
PROTECTION:    Within 60 days after closing,  the Borrowers  shall have fixed or
               hedged at least 50% of their debt obligations for a period of not
               less  than 3 years  on  terms  acceptable  to the  Administrative
               Agent.

AFFIRMATIVE
COVENANTS:     Customary  for  facilities  of this  nature,  including,  but not
               limited to, receipt of financial  information  (including budgets
               and business  plans to be in form and substance  satisfactory  to
               the   Administrative   Agent);    notification   of   litigation,
               investigations and other adverse changes; payment and performance
               of  obligations;  conduct of business;  maintenance of existence;
               maintenance  of  property  and  insurance  (including  hazard and
               business  interruption  coverage);  maintenance  of  records  and
               accounts; inspection of property and books and records (including
               periodic field audits),  in each case at the Borrowers'  expense;
               compliance with laws (including  environmental laws);  compliance
               with  all   applicable   communications   laws  and   regulations
               (including FCC and state PUC regulations and orders); maintenance
               of all  communications  licenses and franchises issued or granted
               by any governmental authority; payment of taxes; and ERISA.

FINANCIAL
COVENANTS:     Financial  covenants  shall  include,  but not be limited to, the
               following:

               STAGE 1: Until  Horizon has achieved  Stage 2  Compliance  (to be
               defined  as  the  earlier  of (i)  two  consecutive  quarters  of
               positive EBITDA or, (ii) [DATE TO BE DETERMINED]) covenants shall
               include:

________________________________________________________________________________
FIRST UNION-PROPOSAL                                      Strictly Confidential

                                       6
<PAGE>

          (1)  Total   Debt  to  Total   Capitalization:   As  of  any  date  of
               determination,  the  Parent  shall not  permit the ratio of Total
               Debt to Total Capitalization to exceed .75 to 1.00.

               "Debt"  means,  with  respect  to  any  Person,  the  sum  of the
               following   determined   on   a   consolidated   basis,   without
               duplication,  in accordance  with generally  accepted  accounting
               principles: (a) all liabilities, obligations and indebtedness for
               borrowed  money,  including,  but  not  limited  to,  obligations
               evidenced   by  bonds,   debentures,   notes  or  other   similar
               instruments,  (b) all  obligations  to pay the deferred  purchase
               price of property or services, including, but not limited to, all
               obligations  under  non-competition   agreements,   except  trade
               payables arising in the ordinary course of business not more than
               ninety (90) days past due,  (c) all  obligations  as lessee under
               capital  leases,  (d) all Debt of any other  Person  secured by a
               Lien on any  asset of any such  first  Person,  (e) all  guaranty
               obligations,  (f)  all  obligations,   contingent  or  otherwise,
               relative to the face amount of letters of credit,  whether or not
               drawn and banker's  acceptances,  (g) all  obligations to redeem,
               repurchase,  exchange,  defease or  otherwise  make  payments  in
               respect  of  capital  stock  or  other  securities  and  (h)  all
               termination  payments which would be due and payable  pursuant to
               any hedging agreement.

               "Total  Debt" means as of any date,  with  respect to any Person,
               all Debt of such  Person  and its  subsidiaries  determined  on a
               consolidated basis.

               "Total  Capitalization" means, with respect to any Person and its
               subsidiaries  determined on a  consolidated  basis at any date of
               determination, the sum of Total Debt plus Consolidated Net Worth.

               "Consolidated  Net Worth"  means,  with respect to any Person and
               its subsidiaries  determined on a consolidated basis, at any date
               of determination, paid-in cash equity.

          (2)  Senior  Debt  to  Total   Capitalization.   As  of  any  date  of
               determination, the Borrowers shall not permit the ratio of Senior
               Debt to Total Capitalization to exceed .45 to 1.0.

               "Senior  Debt" means as of any date,  with respect to any Person,
               all Debt of such  Person  and its  subsidiaries  determined  on a
               consolidated  basis which is not subordinated in right of payment
               to the Facilities.

________________________________________________________________________________
FIRST UNION-PROPOSAL                                      Strictly Confidential

                                       7
<PAGE>

          (3)  Minimum Covered POPs: As of any fiscal quarter end, the Borrowers
               shall   maintain   minimum   covered   POPs  in  amounts  [TO  BE
               DETERMINED].

          (4)  Maximum EBITDA  Losses/Minimum  EBITDA:  As of any fiscal quarter
               end,  the  Borrowers  shall not  permit  EBITDA  losses to exceed
               amounts to be determined [120%/80% OF BORROWER PROJECTIONS].

               "EBITDA"  means,  for  any  period,  the  sum  of  the  following
               determined on a consolidated basis, without duplication,  for the
               Borrowers and their  subsidiaries  in accordance  with  generally
               accepted  accounting  principles:  (a) net income for such period
               plus  (b) the sum of the  following  to the  extent  deducted  in
               determining  net income:  (i) income and  franchise  taxes,  (ii)
               interest  expense,  (iii)  amortization,  depreciation  and other
               non-cash  charges less (c) interest income and any  extraordinary
               gains.

          (5)  Minimum Total Revenues: [80% OF BORROWERS' PROJECTIONS].

          (6)  Minimum Subscribers: [TO BE DETERMINED].

          (7)  Maximum Capital Expenditures: [TO BE DETERMINED].

          STAGE 2: Once Horizon has  achieved  Stage 2  Compliance,  the Stage 1
          covenants  shall cease to be  effective  and the  following  covenants
          shall be applicable:

          (1)  Total Debt/EBITDA: As of any fiscal quarter end, the Parent shall
               not permit the ratio of (a) Total Debt on such date to (b) EBITDA
               for the most  recently  ended six month period times two (2) (the
               "Parent  Leverage  Ratio"),  to be greater than [______] to 1.00,
               with stepdowns to be determined.

          (2)  Senior  Debt/EBITDA:  As of any fiscal quarter end, the Borrowers
               shall not permit the ratio of (a) Senior Debt on such date to (b)
               EBITDA for the most recently ended six month period times two (2)
               (the "Borrower Senior Leverage Ratio"),  to be greater than [___]
               to 1.0, with stepdowns to be determined.

          (3)  Minimum  Interest  Coverage:  As of any fiscal  quarter  end, the
               Borrowers  shall not  permit the ratio of (a) EBITDA for the most
               recently  ended six month period to (b) Interest  Expense for the
               most  recently  ended six month  period to be less than  [___] to
               1.00, with stepups to be determined.

________________________________________________________________________________
FIRST UNION-PROPOSAL                                      Strictly Confidential

                                       8
<PAGE>

               "Interest Expense" means, for any period,  total interest expense
               (including, without limitation,  interest expense attributable to
               capital  leases)  determined  on a  consolidated  basis,  without
               duplication,   for  the  Borrowers  and  their   subsidiaries  in
               accordance with generally accepted accounting principles.

          (4)  Minimum Fixed Charge Coverage:  As of any fiscal quarter end, the
               Borrowers  shall not  permit the ratio of (a) EBITDA for the most
               recently  ended  six  month  period  times  two (2) to (b)  Fixed
               Charges for the period of four (4)  consecutive  fiscal  quarters
               ending on or immediately prior to such date to be less than [___]
               to 1.00, with stepups to be determined.

               "Fixed Charges" means,  for any period,  the sum of the following
               determined on a consolidated basis, without duplication,  for the
               Borrowers and their  subsidiaries  in accordance  with  generally
               accepted  accounting  principles:  (a)  scheduled  principal  and
               interest payments, (b) capital expenditures,  (c) cash taxes, and
               (d) cash dividends.

          (5)  Maximum Capital Expenditures: [TO BE DETERMINED].

NEGATIVE
COVENANTS:     Customary  for  facilities  of this  nature,  including,  but not
               limited to,  restrictions and limitations on: other indebtedness;
               liens;  dividends and  distributions  (provided that dividends to
               the Parent in amounts  necessary to pay interest  obligations  in
               respect of the high yield indebtedness shall be permitted so long
               as no  default  or event of default  shall  have  occurred  or be
               continuing);  asset  sales;  guaranty  obligations;   changes  in
               business;  consolidations and mergers; acquisitions [CARVE OUT TO
               BE  DETERMINED];   loans  and  investments;   transactions   with
               affiliates; sale and leaseback transactions; optional prepayments
               of and material  amendments to indebtedness  (including,  without
               limitation,   optional  prepayment  of  any  subordinated  debt);
               restrictive agreements;  and changes in fiscal year or accounting
               method.

EVENTS OF
DEFAULT:       Customary  for  facilities  of  this  nature,  including  but not
               limited to: failure to pay any interest,  principal or fees under
               the  Facilities  when due;  failure to perform  any  covenant  or
               agreement;  inaccurate  or false  representation  or  warranties;


________________________________________________________________________________
FIRST UNION-PROPOSAL                                      Strictly Confidential

                                       9
<PAGE>

               loss,  termination or revocation of any  communications  licenses
               and franchises  issued or granted by any governmental  authority;
               cross  defaults  (including   cross-defaults  to  other  material
               contracts);  insolvency or bankruptcy;  ERISA; judgment defaults;
               change  in  control;  and any  other  events  of  default  deemed
               reasonably  necessary by the Administrative Agent and the Lenders
               in the context of the proposed transaction.

ASSIGNMENTS &
PARTICIPATION: Assignments in minimum  amounts of $5,000,000  shall be permitted
               subject to the  consent of the  Administrative  Agent and subject
               (so long as no default or event of default  has  occurred  and is
               continuing) to consent of the Borrowers,  such consents not to be
               unreasonably   withheld  or  delayed.   Participations  shall  be
               permitted in minimum  amounts of  $5,000,000.  Assignment  fee of
               $3,500  shall  be  payable  to the  Administrative  Agent  by the
               issuing Lender.

INCREASED COSTS
CHANGE OF
CIRCUMSTANCES: Provisions  customary in facilities of this type  protecting  the
               Lenders in the event of  unavailability  of funding,  illegality,
               capital adequacy requirements, increased costs, withholding taxes
               and funding losses.

REQUIRED
LENDERS:       On any date of determination, those Lenders who collectively hold
               at least 66 2/3% of outstandings,  or if no  outstandings,  those
               Lenders who  collectively  hold at least 66 2/3% of the aggregate
               commitment of the Lenders.

WAIVER OF JURY
TRIAL,
GOVERNING
LAW:           Waiver of jury trial,  submission to  jurisdiction  in Charlotte,
               North  Carolina and mandatory  binding  arbitration in Charlotte,
               North Carolina.  North Carolina law (without  reference to choice
               of law provisions) to govern.

COUNSEL TO
ADMINISTRATIVE
AGENT:         Moore & Van Allen, PLLC.

MISCELLANEOUS: This  summary  of  terms  and  conditions  does  not  purport  to
               summarize  all  the   conditions,   covenants,   representations,
               warranties  and other  provisions  which  would be  contained  in
               definitive credit  documentation for the Facilities  contemplated
               hereby.


________________________________________________________________________________
FIRST UNION-PROPOSAL                                      Strictly Confidential

                                       10
<PAGE>


                                    EXHIBIT I

Prior to Horizon  achieving  Stage 2 Compliance  (and thereafter at any time the
Borrowers fail to maintain Stage 2 Compliance),  the following pricing grid will
be applicable:


Revolver/Term         Revolver/Term
   Loan A                Loan A             Term Loan B           Term Loan B
Applicable LIBOR      Applicable Base      Applicable LIBOR      Applicable Base
   Margin              Rate Margin            Margin              Rate Margin
-------------------------------------------------------------------------------
  3.50%                  2.50%                  4.00%                  3.00%

Once  Horizon has  reached  Stage 2  Compliance  and  thereafter  as long as the
Borrowers  maintain  such  compliance,   the  following  pricing  grid  will  be
applicable:

<TABLE>
<CAPTION>
<S>                             <C>            <C>            <C>            <C>

                                Revolver/Term   Revolver/Term    Term        Term Loan B
                                 Loan A        Loan A           Loan B        Applicable
Total Consolidated              Applicable     Applicable     Applicable        Base
   Debt/EBITDA                  Base Rate      Base Rate      LIBOR Margin   Rate Margin
   -----------                  ---------      ---------      ------------   -----------

greater than 10.0 to 1.0          3.25%          2.25%           4.00%           3.00%

greater than 8.0 to 1.0
  but less than 10.0 to 1.0       3.00%          2.00%           4.00%           3.00%

greater than 7.0 to .10
  but less than 8.0 to 1.0        2.75%          1.75%           4.00%           3.00%

greater than 6.0 to .10
  but less than 7.0 to 1.0        2.50%          1.50%           4.00%           3.00%

greater than 5.0 to .10
  but less than 6.0 to 1.0        2.25%          1.25%           4.00%           3.00%

greater than 5.0 to 1.0           2.00%          1.00%           4.00%           3.00%

</TABLE>

                                   EXHIBIT II

                   Drawn Portion             Commitment Fee
                ------------------------- ----------------------
                     less than 33%              1.375%
                     less than 66%              1.125%
                     greater than 66%           0.75%





________________________________________________________________________________
FIRST UNION-PROPOSAL                                      Strictly Confidential

                                       11