SECURITIES PURCHASE AGREEMENT

     This SECURITIES  PURCHASE  AGREEMENT (this "AGREEMENT") is made and entered
into this 25th day of September  2000 by and among HORIZON PCS, INC., a Delaware
corporation  (the  "COMPANY")  and APOLLO  INVESTMENT  FUND IV, L.P., a Delaware
limited  partnership,  APOLLO  OVERSEAS  PARTNERS  IV,  L.P.,  a Cayman  Islands
exempted limited partnership, and their affiliated assignees (collectively,  the
"APOLLO  PURCHASERS") and certain other persons and entities whose names are set
forth on the signature pages hereof (the Apollo  Purchasers,  such other persons
and entities and any  partnership  or other entity to which any of the foregoing
assigns any of its interests  hereunder,  consistent with the provisions  hereof
are  collectively,  the "PURCHASERS" and individually,  a "PURCHASER").  Certain
terms used and not otherwise  defined in the text of this  Agreement are defined
in Section 11 of this Agreement.

                               W I T N E S S E T H

     WHEREAS, the Company desires to issue and to sell to the Purchasers,  Units
("Units")  consisting of shares of Series A Convertible  Preferred  Stock of the
Company,  par value  $0.0001  per share (the  "SERIES A PREFERRED  STOCK"),  and
shares of Series A-1 Convertible  Preferred  Stock,  par value $0.0001 per share
(the "SERIES A-1 PREFERRED STOCK"); and

     WHEREAS,  the  Purchasers,  severally,  desire  to  purchase  shares of the
Company's Units on the terms and conditions of set forth in this Agreement.

     NOW,   THEREFORE,   in   consideration  of  the  premises  and  the  mutual
representations,  warranties and covenants herein contained,  the parties hereto
hereby agree as follows:

     1. Sale and  Purchase  of the  Preferred  Stock.  Subject  to the terms and
subject to the conditions of this Agreement,  the Company agrees to issue,  sell
and deliver to each Purchaser,  and each  Purchaser,  severally and not jointly,
agrees to purchase  from the Company,  at the  Closing,  on the Closing Date (as
hereinafter defined),  Units consisting in the aggregate of (i) 9,226,190 shares
of  Series A  Preferred  Stock for an  aggregate  purchase  price of Fifty  Four
Million Two Hundred Fifty Thousand Dollars  ($54,250,000.00) and (ii) 14,250,493
shares of Series A-1 Preferred Stock for an aggregate  purchase price of Seventy
Two Million Two Hundred Fifty Thousand Dollars ($72,250,000.00) for an aggregate
purchase price of One Hundred Twenty Six Million Five Hundred  Thousand  Dollars
($126,500,000.00)   (the  "PURCHASE  PRICE").   Each  Purchaser  shall  pay  its
respective  portion of the Purchase Price and shall receive such number of Units
as set forth in Schedule 1 hereto.

     2. Closing.  The closing of the sale to, and purchase by, the Purchasers of
the Units  referred  to in Section 1 hereof (the  "Closing")  shall occur at the
offices of Akin, Gump,  Strauss,  Hauer & Feld,  L.L.P., 590 Madison Avenue, New
York, New York 10022,  at 9:00 a.m.,  New York time, on the second  business day
after the  satisfaction  or waiver of all of the  conditions  to the Closing set
forth in Section 5 hereof or such other  location,  date and time as agreed upon



<PAGE>

by the  Purchasers  and the Company (the "Closing  Date").  At the Closing,  the
Company shall issue and deliver to each  Purchaser  certificates  evidencing the
Units  (in  such  denominations  as  shall  be  specified  in  writing  by  each
Purchaser),  each of which shall be registered in each Purchaser's name, against
delivery to the Company by each  Purchaser of the Purchase  Price payable by (i)
wire  transfer,  in immediately  available  funds to an account that the Company
shall  designate in writing to the Purchaser at least two business days prior to
the Closing Date,  (ii) certified or cashier's check payable to the order of the
Company or (iii) such other form of payment as may be acceptable to the Company.
In addition,  the parties shall execute and deliver the documents referred to in
Section 5 hereof.  The Series A  Preferred  Stock and the  Series A-1  Preferred
Stock will not be separately transferable until October 26, 2000.

     3. Representations and Warranties of the Purchasers.

     Each Purchaser severally,  and not jointly,  represents and warrants to the
Company as follows:

          3.1  Organization.  It (a) is duly organized,  validly existing and in
good standing under the laws of the  jurisdiction  of its  organization,  (b) is
duly qualified or licensed to do business as a foreign  limited  partnership and
is in good  standing in each  jurisdiction  in which the nature of the  property
owned or leased by it or the nature of the  business  conducted by it makes such
qualifications  or  licensing  necessary,  except  where  the  failure  to be so
qualified  or  licensed  would not have a Material  Adverse  Effect (as  defined
herein) on it and (c) has all  partnership  power and  authority to own or lease
and operate its assets and carry on its business as presently being conducted.

          3.2  Authorization;  Enforcement.  It has the  requisite  corporate or
partnership  power and has taken all necessary  corporate or partnership  action
required for the due authorization, execution, delivery and performance by it of
this  Agreement,  each of the  Transaction  Documents  and other  documents  and
instruments  referred to herein and to consummate the transactions  contemplated
hereby  (including,   without  limitation,  the  purchase  of  the  Units).  The
execution, delivery and performance by it of each of this Agreement, each of the
other  Transaction   Documents  and  consummation  by  it  of  the  transactions
contemplated  hereby and thereby,  have been duly  authorized  by all  necessary
action  on the  part of it.  Each  of  this  Agreement  and  each  of the  other
Transaction  Documents  have been duly and validly  executed and delivered by it
and constitute a valid and binding obligation of it,  enforceable  against it in
accordance  with  its  respective   terms,   except  to  the  extent  that  such
enforceability  (a) may be limited by  bankruptcy,  insolvency,  reorganization,
moratorium or other similar laws relating to creditors' rights generally and (b)
is subject to general principles of equity, regardless of whether enforcement is
sought in a proceeding at law or in equity.

          3.3 Consents.  Except for filings, permits,  authorizations,  consents
and approvals as may be required under, and other applicable requirements of the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act")
and state blue sky laws, neither the execution,  delivery or performance of this
Agreement,  each of the other Transaction  Documents to which it is a party, nor
the consummation by it of the obligations and transactions  contemplated  hereby
or thereby requires any consent of,  authorization  by,  exemption from,  filing
with, or notice to any Governmental Entity or any other Person.



                                       2
<PAGE>

          3.4 Investment Representations and Warranties.

               (a) The Units being  purchased by it hereunder are being acquired
for its own account, for the purpose of investment and not with a view to or for
sale in connection with any distribution thereof.

               (b) It is an  "accredited  investor"  within the  meaning of Rule
501(a)  promulgated  under the  Securities  Act, and a "qualified  institutional
buyer"  within the meaning of Rule 144A  promulgated  under the  Securities  Act
("QIB").

               (c) It (A) has been  furnished with or has had full access to all
of the  information  that  it  considers  necessary  or  appropriate  to make an
informed investment decision with respect to the Units and that it has requested
from the Company,  (B) has had an opportunity to discuss with  management of the
Company the intended business and financial affairs of the Company and to obtain
information  (to the extent the  Company  possessed  such  information  or could
acquire it without  unreasonable  effort or expense)  necessary  to verify,  any
information  furnished  to it or to  which  it had  access  and (C) can bear the
economic risk of such investment in the Preferred  Stock, has such knowledge and
experience  in business and  financial  matters so as to enable it to understand
and evaluate the risks of and form an  investment  decision  with respect to its
investment in the Preferred Stock and to protect its own interests in connection
with such investment.

               (d) It has no need for  liquidity in its  investment in the Units
and is able to bear the  economic  risk of its  investment  in the Units and the
complete loss of all of such investment.

               (e) It  understands  that the  transferability  of the  shares of
Preferred Stock is restricted,  and that such  restrictions will be reflected in
an appropriate  legend on the instruments  representing  the shares of Preferred
Stock.

               (f) It  recognizes  that an  investment  in the Company  involves
certain  risks and has taken full  cognizance  of, and  understands  all of, the
risks  related to the  purchase  of the shares of  Preferred  Stock.  It further
acknowledges  and  understands  that no  federal  or state  agency  has made any
recommendation  or  endorsement  of  the  Preferred  Stock  or  any  finding  or
determination as to the fairness of the investment therein.

               (g)  All   negotiations   relating  to  this  Agreement  and  the
transactions  contemplated  hereby have been carried on without the intervention
of any person acting on behalf of such  Purchaser in such manner as to give rise
to any valid claim for any  brokerage  or finder's  commission,  fee, or similar
compensation.



                                       3
<PAGE>

     4.  Representations and Warranties by the Company.  The Company (which term
as used in this  Section 4 shall,  unless the  context  otherwise  requires,  be
deemed to include any Subsidiary of the Company  represents and warrants to each
Purchaser as follows:

          4.1 Capitalization.  (a) At the Closing,  the authorized capital stock
of the Company shall consist of (i) 300,000,000  shares of class A common stock,
par value $0.0001 per share, (ii) 75,000,000 shares of class B common stock, par
value $0.0001 per share  (collectively,  the "Common Stock"),  (iii) 69,000,000
shares of Series A  Convertible  Preferred  Stock,  par value $0.0001 per share,
(iv)  106,000,000  shares of Series A-1 Convertible  Preferred  Stock, par value
$0.0001 per share,  and (v)  10,000,000  shares of  preferred  stock,  par value
$0.0001 per share, which are undesignated as to series. The Company has no other
class of capital stock authorized,  issued or outstanding. The capitalization of
the Company as of the date hereof, including,  without limitation, the number of
shares issued and  outstanding,  the number of shares  issuable and reserved for
issuance  pursuant to the  Company's  stock option  plans,  the number of shares
issuable  and  reserved  for  issuance  pursuant to  securities  (other than the
Preferred  Stock)  exercisable  for, or convertible into or exchangeable for any
shares of capital stock is set forth on Schedule 4.1(a).

               (b)  Except as set forth on  Schedule  4.1(b),  as of the date of
this Agreement, (i) there are no outstanding options, warrants, scrip, rights to
subscribe to, calls or commitments of any character  whatsoever  relating to, or
securities or rights  convertible  into or exercisable or exchangeable  for, any
shares of capital stock of the Company,  or arrangements by which the Company is
or may become bound to issue additional  shares of capital stock, (ii) there are
no agreements or  arrangements  under which the Company is obligated to register
the sale of any of its  securities  under the Securities Act (except as provided
hereunder), and (iii) the Company has no obligation (contingent or otherwise) to
purchase,  redeem or  otherwise  acquire  any of its  equity  securities  or any
interests  therein or to pay any  dividend or make any  distribution  in respect
thereof.  Schedule  4.1(b) also  includes a complete  and  accurate  list of all
outstanding options, warrants or other rights to acquire shares of the Company's
stock.  Except as set forth on  Schedule  4.1(b),  there  are no  securities  or
instruments containing antidilution or similar provisions that will be triggered
by the issuance of the Units in accordance with the terms of this Agreement, the
Restated Certificate of Incorporation or any of the other Transaction Documents.
Except as disclosed  on Schedule  4.1(b) and other than this  Agreement  and the
Investors' Rights and Voting Agreement, the Company is not a party to any voting
trust or other voting  agreement  with respect to any of the  securities  of the
Company or to any agreement relating to the issuance, sale, redemption, transfer
or other  disposition  of the capital  stock of the Company.  To the best of the
Company's knowledge,  no stockholder of the Company has any agreement obligating
such stockholder to transfer shares of the Company.

               (c) The Company has furnished to the  Purchaser  true and correct
copies  of the  Company's  and each  Subsidiary's  articles  or  certificate  of
incorporation or other governing  document (the "Certificates of Incorporation")
as in effect on the date hereof, and the Company's and each Subsidiary's  bylaws
or other governing document (the "Bylaws") as in effect on the date hereof.



                                       4
<PAGE>

          4.2 Issuance; Authorization.

               (a) All of the issued and outstanding  shares of capital stock of
the Company have been duly  authorized  and are validly  issued,  fully paid and
nonassessable.  The  issuance,  sale and  delivery of the Units to be  purchased
hereunder have been duly authorized by all requisite action of the Company,  and
when issued,  sold and delivered in accordance with this  Agreement,  such Units
will be validly issued and outstanding,  fully paid and  non-assessable  with no
personal liability attaching to the ownership thereof and will not be subject to
any lien, claim, judgment,  charge, mortgage,  security interest,  pledge, other
encumbrance or preemptive or any other similar right of the  shareholders of the
Company or others (collectively, "Encumbrances")

               (b) The  issuance,  sale,  and  delivery  of the shares of Common
Stock to be delivered upon  conversion of the Preferred Stock in accordance with
the  terms  of  the  Company's   Restated   Certificate  of  Incorporation  (the
"Conversion  Shares") have been duly  authorized by all requisite  action of the
Company,  and when issued upon  conversion of the Preferred  Stock in accordance
with the Restated  Certificate of  Incorporation,  the Conversion Shares will be
validly issued and outstanding,  fully paid, and non-assessable with no personal
liability  attaching to the ownership thereof and not subject to any Encumbrance
or preemptive or any other similar rights of the  shareholders of the Company or
others. Other than the shares of Preferred Stock to be purchased  hereunder,  no
shares of capital stock of the Company are subject to  preemptive  rights or any
other similar rights of the stockholders of the Company.

               (c) The Company has all requisite  corporate  power and has taken
all necessary  corporate action required for the due  authorization,  execution,
delivery and  performance  by the Company of this  Agreement,  each of the other
Transaction Documents and the other documents and instruments referred to herein
and to consummate  the  transactions  contemplated  hereby  (including,  without
limitation, the issuance of the Units). The execution,  delivery and performance
by the  Company  of each of this  Agreement  and each of the  other  Transaction
Documents,   the   execution   and  filing  of  the  Restated   Certificate   of
Incorporation,   and  the  consummation  by  the  Company  of  the  transactions
contemplated  hereby and thereby,  have been duly  authorized  by all  necessary
corporate  action on the part of the Company.  The Company has taken all actions
under  its  Restated  Certificate  of  Incorporation  and its  Bylaws  as may be
necessary  or  advisable  to  provide  the  Purchaser  with  the  rights  hereby
contemplated.

               (d)  Each of this  Agreement  and each of the  other  Transaction
Documents have been duly and validly  executed and  delivered,  and the Restated
Certificate of Incorporation  has been duly filed, by the Company and constitute
a valid and binding obligation of the Company,  enforceable  against the Company
in  accordance  with its  respective  terms,  except  to the  extent  that  such
enforceability  (a) may be limited by  bankruptcy,  insolvency,  reorganization,
moratorium or other similar laws relating to creditors'  rights  generally,  and
(b)  is  subject  to  general  principles  of  equity,   regardless  of  whether
enforcement is sought in a proceeding at law or in equity.

          4.3  Organization.  The Company (a) is a corporation  duly  organized,
validly  existing and in good standing  under the laws of the State of Delaware,
(b) is duly qualified or licensed to do business as a foreign corporation and is
in good  standing in each  jurisdiction,  as listed on Schedule  4.3,  where the


                                       5
<PAGE>

nature  of the  property  owned or leased  by it or the  nature of the  business
conducted by it makes such qualification or license necessary,  except where the
failure to be so qualified or licensed would not have a Material  Adverse Effect
(as defined  herein) on the  Company or any  Subsidiary,  (c) has its  principal
place  of  business  and  chief  executive   office  at  68  East  Main  Street,
Chillicothe,  Ohio 45601 and (d) has all corporate power and authority to own or
lease and  operate  its  assets and carry on its  business  as  presently  being
conducted.

          4.4  Subsidiaries.   (a)  Schedule  4.4(a)  lists  the  name  of  each
Subsidiary  in which the Company has a direct or indirect  equity  interest  and
sets forth the number and class of the authorized capital stock or the ownership
interests  of each and the  number  of  shares  of each  which  are  issued  and
outstanding.  The Company owns the equity  interest in each Subsidiary set forth
on  Schedule  4.4(a),  in each  case free and  clear of any  Encumbrances.  Each
Subsidiary is (i) duly  organized,  validly  existing and in good standing under
the laws of its state of  organization;  (ii) duly  qualified  or licensed to do
business as a foreign  corporation and is in good standing in each jurisdiction,
as listed on Schedule  4.4(a),  where the nature of the property owned or leased
by it or the nature of the  business  conducted  by it makes such  qualification
necessary, except where the failure to be so qualified would not have a Material
Adverse Effect and (iii) has all requisite  corporate power and authority to own
or lease and operate its assets and carry on its  business  as  presently  being
conducted.

               (b) There are (i) no  outstanding  securities  convertible  into,
exchangeable for or carrying the right to acquire any class of securities of the
Subsidiaries  (whether from the Company,  the  Subsidiaries  or  otherwise),  or
subscriptions, warrants, options, rights or other arrangements or commitments of
any kind that relate to or require the issuance,  sale or other  disposition  or
transfer of any of the Subsidiaries'  respective  equity securities  (whether or
not presently issued) or any interest therein, (ii) no arrangements by which the
Company or any Subsidiary is or may become bound to issue  additional  shares of
capital  stock of any  Subsidiary,  nor are any such  issuances or  arrangements
contemplated,  and  (iii)  no  obligations  (contingent  or  otherwise)  of  any
Subsidiary to purchase, redeem or otherwise acquire any of its equity securities
or any  interests  therein or to pay any  dividend or make any  distribution  in
respect thereof.  Schedule 4.4(b) also includes  complete and accurate copies of
all stock option or stock purchase plans of any Subsidiary,  including,  without
limitation,  a list of all  outstanding  options,  warrants  or other  rights to
acquire shares of any Subsidiary's stock and a description of the material terms
of such outstanding options, warrants or other rights. Schedule 4.4(c) lists all
other  instruments  and  agreements  governing  securities  convertible  into or
exercisable or exchangeable for capital stock of the Subsidiaries.

          4.5 Financial  Statements.  (a) Attached hereto as Schedule 4.5(a) are
copies of (i) audited  consolidated balance sheets of the Company as of December
31, 1999 and 1998; (ii) audited consolidated statements of income of the Company
for the years ended December 31, 1999, 1998 and 1997; (iii) audited consolidated
statements of changes in stockholder's equity of the Company for the years ended
December 31, 1999, 1998 and 1997; (iv) audited  consolidated  statements of cash
flows of the Company for the years ended  December 31, 1999,  1998 and 1997; (v)
the  unaudited  balance  sheet of the Company as of June 30, 2000 (the  "Balance
Sheet"),  (vi) the  unaudited  statement of income and changes in  stockholders'
equity of the Company for the six month period  ended June 30,  2000,  (vii) the
unaudited  statement of cash flows of the Company for the six month period ended
June 30, 2000 (collectively, the "Financial Statements").

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<PAGE>

               (b)  Attached  hereto as  Schedule  4.5(b) is a schedule  setting
forth (i) the number of subscribers  of the Company as of August 31, 2000;  (ii)
the ARPU of the Company  (including  roaming and excluding roaming) for the year
ended  December  31,  1999 and the six  months  ended June 30,  2000;  (iii) the
Company's customer turnover, or churn rate, for the year ended December 31, 1999
and the six months ended June 30, 2000;  (iv) the Company's  POPs and the number
of Persons  able to receive  service  under the  Company's  network,  each as of
August  31,  2000;  (v)  management's  good faith  estimate  of the POPs able to
receive service under the Company's  network at September 30, 2000; and (vi) the
amount of  licensed  spectrum  held by the  Company in each of its markets as of
August 31, 2000.

               (c) Each of the Financial  Statements was prepared in good faith,
is  complete  and  correct  in all  material  respects,  has  been  prepared  in
accordance with GAAP and in conformity with the practices  consistently  applied
by the Company and presents fairly the financial position, results of operations
and cash flows of the Company as of the dates and for the periods indicated. The
Company  maintains and will continue to maintain a standard system of accounting
established and administered in accordance with GAAP to provide  assurance that:
(a)  transactions  are  executed  in  accordance  with  management's  general or
specific  authorizations;  (b)  transactions are recorded as necessary to permit
preparation of financial  statements  materially in conformity  with GAAP and to
maintain  accountability  for assets;  (c) access to assets is permitted only in
accordance  with  management's  general or specific  authorization;  and (d) the
recorded  accountability  for assets is  compared  with the  existing  assets at
reasonable  intervals  and  appropriate  action  is taken  with  respect  to any
differences.

               (d) The  financial  projections  delivered  by the Company to the
Purchasers  represent the good faith opinions of the Company as to the projected
results contained therein.

          4.6 Absence of Certain  Changes.  Except as set forth on Schedule 4.6,
since  the  date  of the  Balance  Sheet,  neither  the  Company  nor any of the
Subsidiaries  has suffered any change or development in its business,  financial
condition,  or results of operations  which has had a Material  Adverse  Effect.
Except as set forth on  Schedule  4.6 since the date of the Balance  Sheet,  the
Company and the  Subsidiaries  have conducted their business in the ordinary and
usual  course  consistent  with past  practices  and have not (a) sold,  leased,
mortgaged,  pledged,  transferred or otherwise  disposed of any material  assets
(other than dispositions in the ordinary course of business consistent with past
practices),  (b)  terminated  or amended in any  material  respect any  material
contract  or lease to which the  Company  or the  Subsidiaries  is a party or to
which it is bound or to which its properties are subject, (c) suffered any loss,
damage or  destruction,  whether or not  covered by  insurance,  which has had a
Material  Adverse  Effect,  (d) made any  change in the  accounting  methods  or
practices  it follows,  whether  for  general  financial  or tax  purposes,  (e)
incurred  any  liabilities  (other  than in the  ordinary  course of business or
contractual  liabilities)  which,  individually or in the aggregate,  have had a
Material  Adverse  Effect,  (f)  incurred,  created  or  suffered  to exist  any
Encumbrances (other than non-material Encumbrances) on its assets, (g) increased
the  compensation  payable  or to  become  payable  to any of  its  officers  or
employees  or  increased  any bonus,  severance,  accrued  vacation,  insurance,
pension or other  employee  benefit  plan,  payment or  arrangement  made by the
Company or any of the  Subsidiaries  for or with any such officers or employees,
in each case outside of the ordinary course of business,  (h) suffered any labor


                                       7
<PAGE>

dispute,  strike,  or other work stoppage,  (i) made or obligated itself to make
any capital expenditures,  capital additions or betterments outside the ordinary
course of business,  (j) entered into any contract or other agreement  requiring
the Company or a Subsidiary to make payments  other than in the ordinary  course
of business, (k) declared, set a record date, set aside,  authorized the payment
of, or paid any dividends or other distribution, whether in cash or property, on
account of, or  repurchased  any of the  outstanding  shares of capital stock or
other securities of, or other ownership  interest in, the Company,  (l) suffered
or experienced any change in the  relationship or course of dealings between the
Company and any of its suppliers or customers  which supply goods or services to
the Company or  purchase  goods or services  from the  Company,  which has had a
Material  Adverse  Effect on the  Company,  (m) paid to, or received any payment
from, or made or received any investment in, or entered into any  transaction or
series of related  transactions  (including  without  limitation,  the purchase,
sale, exchange or lease of assets, property or services, or the making of a loan
or  guarantee)  with any  Affiliate,  other  than as set  forth in the  Offering
Memorandum  relating to the Senior Notes Offering dated  September 19, 2000 (the
"Offering  Memorandum"),  (n) disclosed to any Person any material trade secrets
except  for  disclosures  made to  Persons  subject  to  valid  and  enforceable
confidentiality  agreements  or (o) entered  into any  agreement  or  commitment
(contingent or otherwise) to do any of the foregoing.

          4.7 Assets and Property.

               (a)  The  Company  and  each  Subsidiary  has  good,   legal  and
marketable title to all of its personal  property and assets,  in each case free
and clear of all Encumbrances.  With respect to the personal property and assets
that the Company and its Subsidiaries  leases,  the Company and its Subsidiaries
are in compliance with such leases and the Company and its  Subsidiaries  hold a
valid  leasehold  interest  free and  clear of any  Encumbrances.  All  material
facilities,  machinery,  equipment,  fixtures,  vehicles and other assets owned,
leased  or  used  by the  Company  and its  Subsidiaries  are in good  operating
condition and repair,  are  reasonably fit and usable for the purposes for which
they are being used, are adequate and sufficient for the Company's  business and
conform in all material respects with all applicable laws.

               (b) Except as set forth on Schedule  4.7(b),  neither the Company
nor any Subsidiary owns any real property.

               (c)  Schedule  4.7(c)  sets  forth a  complete  list of all  real
property  and  interests  in  real  property  leased  by  the  Company  and  its
Subsidiaries (each a "Real Property Lease," and collectively, the "Real Property
Leases") as lessee or lessor.  The term "Real  Property  Lease" does not include
leases,  licenses or other  rights to use or occupy cell sites.  The Company and
its Subsidiaries  have good, legal and marketable title to the leasehold estates
in all Real  Property  Leases in each  case  free and clear of all  Encumbrances
(except  for  Encumbrances  for  current  taxes not yet due or payable and minor
imperfections  of title,  if any,  not  material  in  nature  or amount  and not
materially  detracting  from the  value  or  impairing  the use of the  property
subject  thereto or  impairing  the  operations  or proposed  operations  of the
Company and its Subsidiaries,  including, without limitation, the ability of the
Company and its  Subsidiaries  to secure  financing  using such  properties  and
assets as  collateral).  The  Company  has no reason to believe  that such title
would not be insurable subject to customary exceptions.



                                       8
<PAGE>

               (d) Each of the Real Property  Leases is valid and enforceable in
accordance  with  its  terms,  subject  to  applicable  bankruptcy,  insolvency,
reorganization,  moratorium  and similar laws  affecting  creditors'  rights and
remedies generally and subject,  as to enforceability,  to general principles of
equity (regardless of whether enforcement is sought in a proceeding at law or in
equity),  and there is no default under any Real  Property  Lease by the Company
and its  Subsidiaries  or, to the  knowledge of the Company,  by any other party
thereto,  and no event has occurred that with the lapse of time or the giving of
notice or both would constitute a default thereunder.  The Company has delivered
or otherwise made available to the Purchasers true,  correct and complete copies
of  the  material  Real   Property   Leases,   together  with  all   amendments,
modifications,  supplements  or side letters  affecting the  obligations  of any
party thereunder.

               (e) To the Company's  knowledge,  no previous or current party to
any Real Property  Lease has given notice of or made a claim with respect to any
breach or default  thereunder.  With respect to those Real Property  Leases that
were assigned or subleased to the Company or its  Subsidiaries by a third party,
all necessary consents to such assignments or subleases have been obtained.

          4.8 No  Undisclosed  Liabilities.  Neither  the  Company or any of its
Subsidiaries  has any  liabilities  (whether  accrued,  absolute,  contingent or
otherwise,  and  whether due or to become due or  asserted  or  unasserted)  not
disclosed in the Balance Sheet which are of the type required to be reflected as
liabilities  on a balance sheet or in the notes to the  Financial  Statements in
accordance with GAAP, except liabilities  incurred since the date of the Balance
Sheet in the ordinary course of business consistent with past practice.

          4.9  Litigation.  There  is no  claim,  action,  proceeding,  lawsuit,
inquiry,  arbitration  or  investigation  before or by any court,  public board,
self-regulatory  organization or body,  pending or, to the best knowledge of the
Company or any Subsidiary,  threatened against or affecting (a) the Company, any
Subsidiary,  or their  respective  directors or officers in their  capacities as
such,  (b) the  Company's or any  Subsidiary's  properties  or assets or (c) the
validity of this  Agreement  or any of the other  Transaction  Documents  or any
action taken or to be taken by the Company in connection with such agreements or
the  consummation of the  transactions  contemplated  hereby or thereby which if
decided  adversely to the Company or such person  would have a Material  Adverse
Effect.  Neither the Company nor any  Subsidiary  is subject to any  outstanding
order, ruling, judgment or decree that would have a Material Adverse Effect.

          4.10  Compliance with Laws;  Permits.  The Company and each Subsidiary
has complied,  in all material respects,  with all laws, rules,  regulations and
orders applicable to its business, operations,  properties, assets, products and
services.  The Company and each Subsidiary has all necessary  permits,  licenses
and other  authorizations  (including,  without  limitation,  all  required  FCC
authorizations) required to conduct its business as conducted and as proposed to
be conducted and the Company and each Subsidiary has been operating its business
pursuant to and in compliance  with the terms of all such permits,  licenses and
other authorizations except where the failure to do so would not have a Material
Adverse Effect. Neither the Company nor any Subsidiary has received notification
from any agency (including,  without  limitation,  the FCC) or department of any
federal,  state,  foreign,  or local government (a) asserting a violation of any
law  applicable to the conduct of its business,  (b)  threatening  to revoke any
license, franchise, permit or government authorization, or (c) restricting or in
any way  limiting  its  operations  as  currently  conducted  or  proposed to be


                                       9
<PAGE>

conducted,  in each case which has not  heretofore  been remedied or resolved or
which would not have a Material Adverse Effect.

               4.11  Taxes.  Except as set forth on Schedule  4.11,  the Company
(which  term as used in this  Section  4.11  shall  be  deemed  to  include  any
Subsidiary  of the Company and each company with which the Company has joined in
filing any  consolidated  tax return (or similar return) whereby the Company may
be jointly or  severally  liable for Tax (e.g.  under  Treasury  Regulation  ss.
1.1502-6)  including but not limited to Horizon  Telcom,  Inc., The  Chillicothe
Telephone  Company,  United  Communications,  Inc.  and Horizon  Services,  Inc.
(collectively the "Consolidated  Affiliates") has made or duly filed all federal
and all Tax Returns required to be filed with respect to the Company in a timely
manner (taking into account all  extensions of due dates).  The Company has paid
all Taxes and other governmental assessments and charges, shown or determined to
be due on such Tax  Returns,  including  amounts  the  Company is  obligated  to
withhold  from amounts owing to any  employee,  creditor or third party,  except
those being  contested in good faith and for which  adequate  reserves have been
made,  and has set aside on its books  provisions  reasonably  adequate  for the
payment of all Taxes for  periods  subsequent  to the  periods to which such Tax
Returns or declarations apply. As of the date hereof,  there are no unpaid taxes
claimed to be due by the taxing authority of any jurisdiction,  and the officers
of the Company  know of no basis for any such claim and there are no pending or,
to the  knowledge  of the  Company  officers,  threatened  in  writing,  audits,
examinations,  investigations,  deficiencies, or other proceedings in respect of
Taxes or Tax matters  relating to the  Company.  The Company has not  executed a
waiver with respect to any statute of limitations  relating to the assessment or
collection  of any Taxes.  As of the date  hereof,  there are no liens for Taxes
upon the  assets  of the  Company,  except  for  liens for Taxes not yet due and
payable  or liens  for  Taxes  being  contested  in good  faith  by  appropriate
proceedings.

          4.12  Consents.  Except as set forth on  Schedule  4.12,  neither  the
execution,  delivery  or  performance  of  this  Agreement,  any  of  the  other
Transaction  Documents  or the  Restated  Certificate  of  Incorporation  by the
Company,  nor  the  consummation  by  it of  the  obligations  and  transactions
contemplated hereby or thereby (including, without limitation, the issuance, the
reservation  for issuance  and the  delivery of the shares of  Preferred  Stock)
requires any consent of, authorization by, exemption from, filing with or notice
to any  Governmental  Entity or any other  Person,  other than the  approvals or
filings required under the HSR Act or under relevant state blue sky laws.

          4.13 No Conflicts.  The  execution,  delivery and  performance of this
Agreement and each of the other Transaction Documents,  the execution and filing
of the  Restated  Certificate  of  Incorporation  and  the  consummation  of the
transactions contemplated hereby and thereby (including, without limitation, the
issuance and reservation for issuance, as applicable, of the Preferred Stock and
the Conversion Shares) will not (a) result in a violation of the Certificates of
Incorporation  or Bylaws of the Company or any Subsidiary,  (b) conflict with or
result in the breach of the terms,  conditions  or provisions of or constitute a
default (or an event  which with notice or lapse of time or both would  become a
default)  under,  or give  rise to any  right of  termination,  acceleration  or
cancellation under, any material agreement, lease, mortgage, license, indenture,
instrument or other  contract to which the Company or any Subsidiary is a party,
(c) result in a  violation  of any law,  rule,  regulation,  order,  judgment or
decree (including,  without  limitation,  U.S. federal and state securities laws


                                       10
<PAGE>

and  regulations)  applicable  to the Company or any  Subsidiary or by which any
property or asset of the Company or any Subsidiary is bound or affected,  or (d)
result in the creation of any Encumbrance upon any of their assets.  Neither the
Company nor any  Subsidiary  is in violation of its  respective  Certificate  of
Incorporation, Bylaws or other organizational documents, and neither the Company
nor any Subsidiary is in default (and no event has occurred  which,  with notice
or lapse of time or both,  would  cause the Company or any  Subsidiary  to be in
default)  under,  nor has there occurred any event giving others (with notice or
lapse of time or both) any rights of  termination,  amendment,  acceleration  or
cancellation  of, any material  agreement,  indenture or instrument to which the
Company or any Subsidiary is a party which,  if violated,  would have a Material
Adverse Effect.

          4.14 Intellectual  Property.  The Company and each of its Subsidiaries
owns or possesses rights to use all franchises,  licenses, copyrights, copyright
applications,   patents,   patent  rights  or  licenses,   patent  applications,
trademarks,  trademark rights,  trade names,  trade name rights,  copyrights and
rights with respect to the foregoing which are required to conduct its business.
No event has occurred  which  permits,  or after notice or lapse of time or both
would permit,  the revocation or termination of any such rights, and neither the
Company  nor any  Subsidiary  thereof is liable to any  Person for  infringement
under Applicable Law with respect to any such rights as a result of its business
operations.

          4.15  Foreign  Corrupt   Practices  Act.  Neither  the  Company,   any
Subsidiary, nor any director, officer, Agent, employee or other Person acting on
behalf of the Company or any  Subsidiary  has, in the course of his,  her or its
actions  for,  or on behalf  of,  the  Company or any  Subsidiary  violated  any
provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended,  or the
regulations thereunder.

          4.16 Material Contracts. (a) Each material contract including, without
limitation, the Sprint Agreements and the Alliances Agreement, of the Company or
Subsidiary  is  identified  on Schedule  4.16.  Each such contract is the legal,
valid and  binding  obligation  of the  Company or its  Subsidiary,  enforceable
against the Company or such Subsidiary in accordance  with its terms,  except to
the  extent  that  enforceability  may be  limited  by  bankruptcy,  insolvency,
fraudulent   conveyance  or  other  similar  laws  affecting  creditors'  rights
generally or by general equitable principles,  regardless of whether enforcement
is sought in a proceeding  at law or in equity.  Except as set forth on Schedule
4.16, there has not occurred any breach, violation or default or any event that,
with the lapse of time,  the giving of notice or the election of any Person,  or
any combination thereof, would constitute a breach,  violation or default by the
Company or a Subsidiary under any such contract or, to the best knowledge of the
Company,  by any  other  Person  to any such  contract  that  would  result in a
Material  Adverse  Effect.  Neither  the  Company  nor any  Subsidiary  has been
notified that any party to any material  contract intends to cancel,  terminate,
not  renew or  exercise  an option  under  any  material  contract,  whether  in
connection with the transactions contemplated hereby or otherwise.

               (b) Each of the Sprint  Agreements set forth in Schedule  4.16(b)
hereto is the most  recent  Sprint  Agreement  among the  parties to such Sprint
Agreement.  The  Company  has made  available  to the  Purchasers  copies of all
written  notices  among the parties to each Sprint  Agreements  through the date
hereof.  Except as set forth in Schedule  4.16(b),  there has not  occurred  any


                                       11
<PAGE>

amendment or modification  to the body of any of such Sprint  Agreements nor any
material  amendments  or  modifications  to any of the  schedules to such Sprint
Agreement.  Except as set forth in Schedule 4.16(b), neither the Company nor any
Subsidiary been notified that any party to any of the Sprint Agreements  intends
to cancel,  terminate,  proposes to amend, not renew or exercise an option under
any  such  Sprint  Agreement,   whether  in  connection  with  the  transactions
contemplated  hereby or otherwise nor is the Company or any Subsidiary  aware of
any intention by Sprint PCS to effect any of the foregoing.

               (c) The Alliances  Agreement set forth in Schedule 4.16(c) hereto
is the most  recent  Alliances  Agreement  among the  parties to such  Alliances
Agreement.  The  Company  has made  available  to the  Purchasers  copies of all
written  notices among the parties to the Alliances  Agreement  through the date
hereof.  Except as set forth in Schedule  4.16(c),  there has not  occurred  any
amendment  or  modification  to the  body of such  Alliances  Agreement  nor any
material amendment to any of the schedules to such Alliances  Agreement.  Except
as set forth in Schedule  4.16(c),  neither the Company nor any  Subsidiary  has
been  notified  that any party to the  Alliances  Agreement  intends  to cancel,
terminate,  proposes to amend,  not renew or  exercise an option  under any such
Alliances  Agreement,  whether in connection with the transactions  contemplated
hereby or otherwise nor is the Company or any Subsidiary  aware of any intention
of any party to the Alliances Agreement to effect any of the foregoing.

          4.17  Right of First  Refusal;  Stockholders'  Agreement;  Voting  and
Registration  Rights.  Except as set forth on  Schedule  4.17 and except for the
rights granted to the Purchasers under the Registration Rights Agreement and the
Investors' Rights and Voting Agreement, no party has any right of first refusal,
right of first offer, right of co-sale,  preemptive right or other similar right
regarding  the  Company's  securities.  The  issuance of the shares of Preferred
Stock is not subject to any of the rights set forth on Schedule 4.17,  except as
specifically  set forth thereon.  There are no provisions of the Certificates of
Incorporation  or the Bylaws,  no agreements to which the Company is a party and
no agreements by which the Company,  any Subsidiary or, to the best knowledge of
the Company, the Preferred Stock are bound, which (a) may affect or restrict the
voting  rights of the  Purchaser  with  respect  to the  Preferred  Stock in its
capacity  as a  stockholder  of the  Company,  (b)  restrict  the ability of the
Purchaser,  or any  successor  thereto or assignee  or  transferee  thereof,  to
transfer the Preferred  Stock,  (c) would adversely  affect the Company's or the
Purchaser's  right or ability to consummate this Agreement and the  transactions
contemplated hereby or thereby,  (d) require the vote of more than a majority of
the Company's issued and outstanding  Common Stock,  voting together as a single
class,  to take or prevent  any  corporate  action,  other  than  those  matters
requiring a class vote under  Delaware law, or (e) entitle any party to nominate
or  elect  any  director  of  the  Company  or  require  any  of  the  Company's
stockholders  to vote for any such  nominee or other Person as a director of the
Company.

          4.18 Previous  Issuances Exempt. All shares of capital stock and other
securities  issued by the Company  prior to the Closing Date have been issued in
transactions exempt from the registration  requirements under the Securities Act
and all applicable  state  securities or "blue sky" laws, and in compliance with
all applicable  corporate  laws. The Company has not violated the Securities Act
or any  applicable  state  securities or "blue sky" laws in connection  with the
issuance of any shares of capital stock or other securities prior to the Closing
Date.  The  Company  has not  offered  any of its  capital  stock,  or any other
securities,  for sale to, or  solicited  any offers to buy any of the  foregoing
from the Company, or otherwise approached or negotiated with any other Person in


                                       12
<PAGE>

respect  thereof,  in  such  a  manner  as to  require  registration  under  the
Securities  Act,  except such as have been  registered.  No holder of any of the
Company's capital stock,  other than the holders of the Preferred Stock, has any
rescission or preemptive rights.

          4.19 Acknowledgment  Regarding Preferred Stock. The Company's Board of
Directors has determined in its good faith  business  judgment that the issuance
of the  Units  and the  Conversion  Shares  and the  consummation  of the  other
transactions  contemplated  hereby are in the best  interests of the Company and
its  stockholders.  The  Company's  Board of Directors has approved the terms of
this Agreement,  the Restated Certificate of Incorporation and each of the other
Transaction  Documents  and the  transactions  contemplated  hereby and thereby.
Schedule 4.19 sets forth any  adjustments,  Encumbrances or rights that would be
triggered  by the  issuance  of the Units  pursuant  to  agreements  between the
Company  or any  Subsidiary  and any lender or holder of an equity  interest  or
other securities of the Company or any Subsidiary.

          4.20 Insurance.  (a) Each insurance policy,  including  directors' and
officers' liability insurance,  maintained by the Company is valid, enforceable,
in full force and effect,  and are of such types and amounts of insurance,  with
respect to the Company's  business and properties,  on both a per occurrence and
an aggregate basis, as are customarily carried by Persons engaged in the same or
similar business as the Company and its Subsidiaries.

               (b) There is no pending claim under any of the Company's policies
and,  to the best  knowledge  of the  Company,  no event  has  occurred,  and no
condition or circumstance exists, that might (with or without notice or lapse of
time) directly or indirectly give rise to or serve as a basis for any such claim
which would have a Material Adverse Effect.

               (c) The  Company  has not  received:  (i) any  written  notice or
communication  regarding the actual or possible  cancellation or invalidation of
any of such  policies  or  regarding  any actual or possible  adjustment  in the
amount of  premiums  payable  with  respect  to any of said  policies;  (ii) any
written  notice or  communication  regarding  any actual or possible  refusal of
coverage under, or any actual or possible  rejection of any claim under,  any of
such  policies;  or (iii) any  written  indication  that the  issuer of any such
policies  may  be  unwilling  or  unable  to  perform  any  of  its  obligations
thereunder, in each case which would have a Material Adverse Effect.

          4.21 Environmental Matters.

               (a) The  properties  of the Company and its  Subsidiaries  do not
contain,  and to their  knowledge have not previously  contained,  any Hazardous
Substances in amounts or  concentrations  which (A)  constitute or constituted a
violation of applicable  Environmental Laws, or (B) could give rise to liability
under applicable Environmental Laws;

               (b) Such  properties and all  operations  conducted in connection
therewith are in compliance,  and have been in  compliance,  with all applicable
Environmental  Laws,  and  there is no  contamination  at,  under or about  such
properties or such operations which could interfere with the continued operation
of such properties or impair the fair saleable value thereof;



                                       13
<PAGE>

               (c)  Neither  the Company nor any  Subsidiary  has  received  any
notice of violation, alleged violation,  non-compliance,  liability or potential
liability regarding  environmental matters or compliance with Environmental Laws
with regard to any of their properties or the operations conducted in connection
therewith,  nor does the Company or any  Subsidiary  thereof  have  knowledge or
reason to believe that any such notice will be received or is being threatened;

               (d) Hazardous Substances have not been transported or disposed of
from the properties of the Company or any of its  Subsidiaries  in violation of,
or in a manner  or to a  location  which  could  give rise to  liability  under,
Environmental Laws, nor have any Hazardous  Substances been generated,  treated,
stored or disposed of at, on or under any of such properties in violation of, or
in  a  manner  that  could  give  rise  to  liability   under,   any  applicable
Environmental Laws;

               (e) No judicial  proceedings or  governmental  or  administrative
action is pending,  or, to the knowledge of the Company,  threatened,  under any
Environmental  Law to which the Company or any Subsidiary is or will be named as
a party with respect to such  properties or  operations  conducted in connection
therewith,  nor are there any consent decrees or other decrees,  consent orders,
administrative  orders or other  orders,  or other  administrative  or  judicial
requirements  outstanding  under  any  Environmental  Law with  respect  to such
properties or such operations; and

               (f) There has been no  release,  or to the best of the  Company's
knowledge,  the  threat of  release,  of  Hazardous  Substances  at or from such
properties, in violation of or in amounts or in a manner that could give rise to
liability under Environmental Laws.

          4.22 Employee  Relations.  (a) The Company and its  Subsidiaries  have
entered into individualized written employment agreements with the key executive
officers or  employees  of the Company and its  Subsidiaries  listed on Schedule
4.22(a), true and complete copies of which have been delivered to Purchaser.  To
the best  knowledge of the Company,  no key employee of or key consultant to the
Company or any Subsidiary is in violation of any material term of any employment
contract or any other contract or agreement  relating to the relationship of any
such employee or consultant  with the Company or any  Subsidiary.  Except as set
forth on Schedule  4.22(a),  the Company and each  Subsidiary  has  operated and
administered  all plans,  programs and arrangements  providing  compensation and
benefits to employees  in  accordance  with their terms and with all  applicable
laws except for, with respect to applicable laws, either immaterial instances of
noncompliance  or  instances  of  noncompliance  of which the Company is unaware
which may be  reasonably  cured  without  the  incurrence  by the Company or the
Subsidiary of any material cost or liability.  To the Company's best  knowledge,
no key  employee  has any  plans to  terminate  his or her  employment  with the
Company  or any  Subsidiary,  nor does the  Company or any  Subsidiary  have any
present intention to terminate the employment of any key employee.

               (b) The  Company  and its  Subsidiaries  are  not  delinquent  in
payments  to any of  their  employees,  for any  wages,  salaries,  commissions,
bonuses or other direct compensation for any services performed through the date
hereof or amounts  required to be  reimbursed  to them to the date  hereof.  The


                                       14
<PAGE>

Company and it Subsidiaries are in compliance with all applicable federal, state
and  local  laws,  rules  and  regulations  respecting  employment,   employment
practices, labor, terms and conditions of employment and wages and hours, except
for either  immaterial  instances of noncompliance or instances of noncompliance
of which the  Company is  unaware  which may be  reasonably  cured  without  the
incurrence  by the Company or the  Subsidiary of any material cost or liability.
Neither the Company  nor any  Subsidiary  is bound by or subject to (and none of
its  assets  or  properties  is  bound by or  subject  to) any  written  or oral
commitment or  arrangement  with any labor union,  and, to the best knowledge of
the Company,  no labor union has requested or has sought to represent any of the
employees,  representatives or Agents of the Company or any Subsidiary. There is
no labor strike, dispute,  slowdown or stoppage actually pending or, to the best
knowledge of the  Company,  threatened  against or involving  the Company or any
Subsidiary.

               (c)  All  bonus,  deferred  compensation,   pension,  retirement,
profit-sharing,  thrift, savings,  employee stock ownership,  stock bonus, stock
purchase,  restricted  stock and stock  option  plans,  employment  or severance
contracts,  health and medical  insurance  plans,  life insurance and disability
insurance  plans,   other  material   employee   benefit  plans,   contracts  or
arrangements  which cover  employees  or former  employees of the Company or the
Subsidiaries including,  but not limited to, "employee benefit plans" within the
meaning of Section 3(3) of ERISA (the "Employee Benefit  Plans"),  are listed on
Schedule 4.22 (c). No Employee Benefit Plan are or were  collectively  bargained
for or has terms requiring assumption or any guarantee by the Purchaser.

               (d) There have been no violations of ERISA or the Code that could
reasonably  be  expected  to have a  Material  Adverse  Effect  relating  to any
Employee  Benefit Plan.  The Company has timely filed all  documents,  notes and
reports  (including IRS Form 5500) for each such Employee  Benefit Plan with all
applicable  Governmental  Authorities  and has  timely  furnished  all  required
documents to the  participants or  beneficiaries  of each such Employee  Benefit
Plans.

          4.23 Related Party  Transactions.  Except as set forth in the Offering
Memorandum,  no  director,  officer or  Affiliate  of the  Company or any of the
Subsidiaries (including, without limitation,  spouses, children and relatives of
any of the  foregoing) is a party to any material  transaction,  arrangement  or
agreement  with the Company or any  Subsidiary  providing for the  furnishing of
services  by or to or  rental  of  real or  personal  property  from  or to,  or
otherwise  requiring payments to or by any such Person. No director or executive
officer  is the  direct  or  indirect  owner of a  controlling  interest  in any
business  organization  that is a  competitor,  a supplier  or a customer of the
Company or any Subsidiary.

          4.24  Acknowledgment   Regarding  the  Purchaser's   Purchase  of  the
Securities. The Company acknowledges and agrees that the Purchaser is not acting
as a financial  advisor or fiduciary of the Company (or in any similar capacity)
with respect to this Agreement or the transactions  contemplated hereby, and the
relationship  between the Company and the  Purchaser is "arms  length" and that,
except for the  representations  and  warranties  and covenants of the Purchaser
under  this  Agreement,  any  statement  made  by  the  Purchaser  or any of its
representatives or Agents in connection with this Agreement and the transactions
contemplated  hereby is not advice or a recommendation  and is merely incidental
to the  Purchaser's  purchase of Securities  and has not been relied upon by the


                                       15
<PAGE>

Company, its officers or directors in any way. The Company further represents to
the Purchaser that the Company's  decision to enter into this Agreement has been
based   solely  on  an   independent   evaluation   by  the   Company   and  its
representatives.

          4.25  Investment  Company  Act.  Neither  the  Company  nor any of its
Subsidiaries is directly or indirectly controlled by or acting on behalf of, any
Person that is an  "investment  company"  within the  meaning of the  Investment
Company Act of 1940, as amended.

          4.26 Books and Records.  The books of account,  ledgers,  order books,
records  and  documents  of the  Company  and  each  Subsidiary  accurately  and
completely  reflect all  material  information  relating to the  business of the
Company and each Subsidiary,  the location and collection of its assets, and the
nature of all transactions giving rise to the obligations or accounts receivable
of the Company and each Subsidiary.

          4.27 U.S. Real Property Holding  Corporation.  Neither the Company nor
any of its Subsidiaries is now, nor will it be immediately after the Closing,  a
"United  States  Real  Property  Holding  Corporation"  as  defined  in  Section
897(c)(2)  of the Code and Section  1.897-2(b)  of the  regulations  promulgated
thereunder ("USRPHC").

          4.28  Disclosure.  (a) All  information  relating to or concerning the
Company and the  Subsidiaries  set forth in this Agreement,  including,  without
limitation,  in the Schedules hereto,  or provided to the Purchaser  (including,
without  limitation,  the Offering  Memorandum) and otherwise in connection with
the  transactions  contemplated  hereby  is true  and  correct  in all  material
respects and the Company has not omitted to state any material fact necessary in
order  to  make  the  statements  made  herein  or  therein,  in  light  of  the
circumstances  under  which  they  were  made,  not  misleading.   No  event  or
circumstance  has  occurred  or  exists  with  respect  to  the  Company  or any
Subsidiary or their respective businesses,  properties,  operations or financial
conditions,  which  has not  been  publicly  disclosed  or  which  has not  been
disclosed to the Purchaser but, under applicable law, rule or regulation,  would
be required to be disclosed by the Company in a registration  statement filed on
the date  hereof by the  Company  under the  Securities  Act with  respect to an
issuance of the Company's securities.

     5. Conditions of Parties' Obligations.

          5.1 Conditions of the Purchaser's Obligations. The obligations of each
Purchaser under Section 1 hereof are subject to the  fulfillment  prior to or on
the Closing Date of all of the following conditions,  any of which may be waived
in whole or in part by the Purchasers.

               (a) Representations  and Warranties Correct.  The representations
and warranties of the Company under this Agreement  shall be true,  complete and
correct on and as of the date hereof and on the Closing Date with the same force
and effect as if they had been made on the Closing Date.



                                       16
<PAGE>

               (b) Compliance with  Agreement.  The Company shall have performed
and complied with all agreements and conditions required by this Agreement to be
performed or complied with by it on or before the Closing Date.

               (c)  Approvals.  The  Company  shall  have  obtained  any and all
consents,  waivers,  approvals or  authorizations,  with or by any  Governmental
Entity and all material  consents,  waivers,  approvals or authorizations of any
other Person required for the valid  execution of the Transaction  Documents and
the consummation transactions contemplated hereby.

               (d) No  Injunction.  No  Governmental  Entity or any other Person
shall  have  issued  an order  which  shall  then be in  effect  restraining  or
prohibiting  the completion of the  transactions  contemplated  hereby or by the
other Transaction Documents, nor shall any such order be threatened or pending.

               (e) No Material Adverse Effect.  No condition or event shall have
occurred  that has had, or could  reasonably  be  expected  to have,  a Material
Adverse Effect on the Company.

               (f) Certificate of Officers.  The Company shall have delivered to
the  Purchaser  a  certificate  dated the  Closing  Date,  executed by its Chief
Executive  Officer and Chief Financial  Officer,  certifying the satisfaction of
the  conditions  specified  in  paragraphs  (a),  (b),  (c), (d) and (e) of this
Section 5.1.

               (g) Opinion of the Company's  Counsel.  The Purchaser  shall have
received  from  Arnall,  Golden &  Gregory,  LLP,  counsel  for the  Company,  a
favorable  opinion  dated the Closing  Date  substantially  in the form of Annex
5.1(g) hereto.

               (h)  Restated   Certificate   of   Incorporation.   The  Restated
Certificate of  Incorporation  substantially  in the form of Annex 5.1(h) hereto
(the "Restated  Certificate of Incorporation")  shall have been duly adopted and
executed and filed with the  Secretary  of State of the State of  Delaware,  the
Company shall not have adopted or filed any other  document  designating  terms,
relative rights or preferences of the Preferred Stock, the Restated  Certificate
of  Incorporation  shall be in full force and effect as of the Closing under the
laws of Delaware and shall not have been amended or modified,  and a copy of the
Restated Certificate of Incorporation certified by the Secretary of State of the
State of Delaware shall have been delivered to counsel for the Purchasers.

               (i) Supporting Documents.  Each Purchaser shall have received the
following:

                    (i) Copies of  resolutions  of the Board of Directors of the
               Company,  certified by the Secretary of the Company,  authorizing
               and  approving  the  filing  of  the  Restated   Certificate   of
               Incorporation,  the execution,  delivery and  performance of this
               Agreement,   the  other  Transaction   Documents  and  all  other
               documents and  instruments  to be delivered  pursuant  hereto and
               thereto;

                    (ii) A certificate  of incumbency  executed by the Secretary
               of the Company (A) certifying the names, titles and signatures of
               the officers  authorized to execute the documents  referred to in


                                       17
<PAGE>

               subparagraph  (i)  above  and (B)  further  certifying  that  the
               certificate of incorporation  and bylaws of the Company delivered
               to the  Purchasers at the time of the execution of this Agreement
               have been validly  adopted and have not been amended or modified,
               except to the extent  provided  in the  Restated  Certificate  of
               Incorporation; and

                    (iii) Such  additional  supporting  documentation  and other
               information with respect to the transactions contemplated by this
               Agreement as the Purchaser or its counsel,  Akin, Gump,  Strauss,
               Hauer & Feld, L.L.P. may reasonably request.

               (j)  Composition of Board of Directors.  On the Closing Date, the
Company's Board of Directors shall be composed of seven persons comprising those
five persons as set forth in the Offering  Memorandum  and the two  designees of
the Requisite Holders.

               (k) Closing Fee. The Apollo  Purchasers or their  designees shall
have  received  from the Company a fee equal to one percent (1%) of the Purchase
Price, which may be paid out of the Purchase Price.

               (l)  Completion  of the  Senior  Notes  Offering  and the  Senior
Facility.  The Company shall have  completed  the Senior Notes  Offering and the
Senior Facility, each on terms and conditions satisfactory to Apollo.

               (m)  Investors'  Rights and Voting  Agreement.  The Company,  the
Purchasers  and Horizon  Telcom,  Inc.  shall have  executed and  delivered  the
Investors'  Rights  and  Voting  Agreement,  substantially  in the form of Annex
5.1(m) hereto.

               (n) Registration Rights Agreement. The Company and the Purchasers
shall  have   executed  and  delivered  the   Registration   Rights   Agreement,
substantially in the form of Annex 5.1(n) hereto.

               (o)  Extinguishment  of Payables  and  Receivables.  Prior to the
Closing Date, all payables due to Horizon Telcom and its  Subsidiaries  from the
Company and all  receivables  due to the  Company  from  Horizon  Telcom and its
Subsidiaries shall have been extinguished (or, if a net receivable remains after
receivables  are applied  against  payables,  the  Company  shall be entitled to
offset future payment  obligations  against such net  receivable) and agreements
shall have been put in place, on terms  satisfactory  to the  Purchasers,  under
which future  receivables or payables between the Company and Horizon Telcom and
its Subsidiaries are on customary terms.

               (p) Amendments to Tax Sharing Agreement. The Company shall obtain
and provide the  Purchasers  with  copies of the  amendments  to the Tax Sharing
Agreement  with  Horizon  Telcom which shall  provide that the Company  shall be
obligated to pay up to $11.5  million of (i) taxes  payable on a dividend of the
shares of Horizon Telcom from the Company, or (ii) taxes required to be paid due
to the deconsolidation of the Company from Horizon Telcom.

               (q) Indemnification  Agreement.  The Company shall deliver to the
Purchasers  an  executed  indemnity  agreement  from  Horizon  Telcom  in a form
substantially  acceptable to the Purchasers  relating to the  indemnification of


                                       18
<PAGE>

the  Purchasers  by Horizon  Telcom with  respect to taxes  payable in excess of
$11.5  million (i) on the dividend of the shares of Horizon  Telcom from Horizon
Personal  Communications,  Inc. to the  Company or on the  dividend of shares of
Horizon  Telcom  from  the  Company  to its  shareholders,  or  (ii)  due to the
deconsolidation of the Company from Horizon Telcom.

          5.2  Conditions of Company's  Obligations.  The Company's  obligations
under Section 1 hereof are subject to the fulfillment prior to or on the Closing
Date of the following conditions, any of which may be waived in whole or in part
by the Company.

               (a) Representations  and Warranties Correct.  The representations
and warranties of the Purchaser under this Agreement shall be true,  correct and
complete  on and as of the date  hereof  and on the  Closing  Date with the same
force and effect as if they had been made on the Closing Date.

               (b) Compliance with Agreement. The Purchaser shall have performed
and complied with all agreements and conditions required by this Agreement to be
performed  or complied  with by it on or before the Closing  Date and shall have
obtained all governmental  consents and approvals  required for the consummation
of the transactions contemplated thereby.

               (c)  Certificate  of the  Purchaser.  Each  Purchaser  shall have
provided to the Company a certificate dated such Closing Date executed by a duly
authorized  officer thereof  certifying a copy of the resolutions of the general
partner  approving this Agreement and each of the other  Transaction  Documents,
the  satisfaction of the conditions  specified in paragraphs (a) and (b) of this
Section 5.2 and the names,  titles and  signatures of the Persons  authorized to
execute this Agreement and each of the other Transaction  Documents to which the
Purchaser is a party,  and all other  documents and  instruments to be delivered
pursuant hereto and thereto.

               (d) Payment of Purchase  Price.  The Company  shall have received
from the Purchasers the Purchase Price as set forth on Schedule 1 hereto.

          5.3 Conditions of Each Party's Obligations. The respective obligations
of each party to consummate the transactions  contemplated hereunder are subject
to the  fulfillment  prior  to or on the  Closing  Date of all of the  following
conditions:

               (a) Absence of  Litigation.  The parties shall be satisfied as to
the absence of litigation  challenging or seeking damages in connection with the
transactions  contemplated by this Agreement or by any of the other  Transaction
Documents.

               (b) HSR Act. The waiting period applicable to the consummation of
the  transactions  contemplated  by this Agreement  under the HSR Act shall have
expired or been terminated.

     6.  Covenants.  The Company  agrees that until the conversion of all of the
outstanding shares of Preferred Stock (provided, however, that the provisions of
Section 6.3, 6.4, 6.8,  6.10 and 6.12 below shall  survive the  consummation  of
such conversion),  the Company (and each of its Subsidiaries  unless the context
otherwise requires) will do the following:



                                       19
<PAGE>

          6.1 Maintain  Corporate  Rights and Facilities.  Maintain and preserve
its  corporate  existence  and all  rights,  franchises,  licenses,  trademarks,
service marks, trade names,  copyrights and other authority, in each case to the
extent  reasonably  deemed  adequate  by the  Company  for  the  conduct  of its
business;  maintain its  properties,  equipment and facilities in good order and
repair;  and  conduct  its  business  in an  orderly  manner  without  voluntary
interruption.

          6.2 Maintain Insurance.  Maintain in full force and effect a policy or
policies of insurance issued by insurers of recognized responsibility,  insuring
it and its  properties and business  against such losses and risks,  and in such
types and amounts of  insurance,  with  respect to the  Company's  business  and
properties,  on both a per occurrence and an aggregate basis, as are customarily
carried by Persons  engaged in the same or similar  business  as the Company and
its Subsidiaries.

          6.3 Information Rights.

               (a) Access to Records.

               The Company shall,  and shall cause each Subsidiary to, afford to
each  Purchaser  owning a minimum  of  1,000,000  shares of  Preferred  Stock or
Conversion   Shares  (as  adjusted  for  stock   splits,   stock   dividends  or
distributions, recapitalizations or similar events) (a "Section 6.3(a) Qualified
Purchaser"),  the Affiliates of a Section 6.3(a) Qualified Purchaser and each of
their respective  officers,  employees,  advisors,  counsel and other authorized
representatives   (collectively  with  the  Affiliates  of  the  Section  6.3(a)
Qualified  Purchasers,  the  "Representatives"),  during normal  business hours,
reasonable access, upon reasonable advance notice, to all of the books,  records
and properties of the Company and such Subsidiary and all officers and employees
of the Company and such  Subsidiary.  Each Section  6.3(a)  Qualified  Purchaser
shall be entitled to receive, upon request, any reports prepared by the Company.
The Section 6.3(a) Qualified Purchasers and their Representatives shall maintain
the  confidentiality of any confidential and proprietary  information  regarding
the Company and its Subsidiaries; provided, however, that the foregoing shall in
no way limit or otherwise  restrict the ability of the Section 6.3(a)  Qualified
Purchasers  or any of their  Representatives  to disclose  any such  information
concerning the Company and each Subsidiary  which it may be required to disclose
(i) to its  partners  or limited  partner to the extent  required to satisfy its
fiduciary  obligations  to such Persons,  provided  that the  recipients of such
information  are  informed  of,  and agree to be bound by,  the  confidentiality
provisions hereof, or (ii) otherwise pursuant to or as required by law.

               (b) Financial Reports.

               The Company  shall  furnish  each  Purchaser  owning a minimum of
500,000  shares of Preferred  Stock or Conversion  Shares (as adjusted for stock
splits,  stock dividends or distributions,  recapitalizations or similar events)
(a "Section  6.3(b)  Qualified Purchaser"   and together with the Section 6.3(a)
Qualified Purchasers, the "Qualified Purchasers") with the following:

                    (i) Monthly  Reports.  As soon as  available,  but not later
               than  30  days  after  the  end  of  each  fiscal  month,  (A)  a
               consolidated  balance  sheet of the Company as of the end of such


                                       20
<PAGE>

               period and  consolidated  statements of income of the Company for
               such  period  and for  the  period  commencing  at the end of the
               previous  fiscal  year and  ending  with the end of such  period,
               setting forth in each case in comparative form the  corresponding
               figures  for the  corresponding  period of the  preceding  fiscal
               year, and including  comparisons  to the budget,  all prepared in
               accordance   with  generally   accepted   accounting   principles
               consistently  applied  (except for the absence of footnotes,  and
               quarter-end and year-end  adjustments)  and all copies of monthly
               internal  management  reports  setting forth  detailed  operating
               results of the Company for such month period and year to date.

                    (ii) Quarterly Reports. As soon as available,  but not later
               than 45 days after the end of each quarterly  accounting  period,
               (A) a consolidated  balance sheet of the Company as of the end of
               such period and consolidated statements of income, cash flows and
               changes in  stockholders'  equity for such  quarterly  accounting
               period and for the period  commencing  at the end of the previous
               fiscal year and ending with the end of such period, setting forth
               in each case in comparative  form the  corresponding  figures for
               the  corresponding  period  of the  preceding  fiscal  year,  and
               including  comparisons  to the  budget  or  business  plan and an
               analysis of the variances  from the budget or plan,  all prepared
               in  accordance  with  generally  accepted  accounting  principles
               consistently applied,  subject to normal year-end adjustments and
               the  absence  of  footnote  disclosure,   and  (B)  a  report  by
               management   of  the  Company  of  the  operating  and  financial
               highlights of the Company and its  Subsidiaries  for such period,
               which  shall  include  (x) a  comparison  between  operating  and
               financial   results  and  budget  and  (y)  an  analysis  of  the
               operations of the Company and its Subsidiaries for such period.

                    (iii) Annual Audit. As soon as available, but not later than
               90 days after the end of each fiscal year of the Company, audited
               consolidated  financial  statements  of the Company,  which shall
               include   statements  of  income,   cash  flows  and  changes  in
               stockholders'  equity for such fiscal year and a balance sheet as
               of the  last  day  thereof,  each  prepared  in  accordance  with
               generally accepted accounting  principles,  consistently applied,
               and  accompanied  by the report of a "Big 5" firm of  independent
               certified public  accountants  selected by the Company's Board of
               Directors (the  "Accountants").  The Company and its Subsidiaries
               shall  maintain a system of  accounting  sufficient to enable its
               Accountants  to render the  report  referred  to in this  Section
               6.3(b)(iii).

                    (iv) Miscellaneous.  Promptly upon becoming available,  each
               of the following:

                         (1) copies of all financial statements,  reports, press
                    releases, notices, proxy statements and other documents sent
                    by the  Company  or  its  Subsidiaries  to its  stockholders
                    generally  or  released  to the  public  and  copies  of all
                    regular and periodic  reports,  if any, filed by the Company
                    or its Subsidiaries with the SEC, any securities exchange or
                    the NASD;

                         (2) copies of all notices sent by the Company to any of
                    its  lenders  or  received  by the  Company  from any of its
                    lenders;



                                       21
<PAGE>

                         (3)  notification  in writing of the  existence  of any
                    default under any material  agreement or instrument to which
                    the  Company  or any of its  Subsidiaries  is a party  or by
                    which any of their assets are bound;

                         (4) upon request, copies of all reports prepared for or
                    delivered   to  the   management   of  the  Company  or  its
                    Subsidiaries by its accountants; and

                         (5)  upon  request,   any  other  routinely   collected
                    financial or other  information  available to  management of
                    the  Company  or  its   Subsidiaries   (including,   without
                    limitation, routinely collected statistical data).

               (c) Other  Investors.  Without  duplication  of any  document  or
information  provided pursuant to this Section 6.3, the Company shall provide to
the  Purchasers  simultaneously  with any  distribution  of any  document to the
stockholders of the Company generally, any such document so distributed.

          6.4 Notice of Litigation Disputes and Adverse Changes. Promptly notify
the Qualified  Purchasers of (i) each legal action,  suit,  arbitration or other
administrative  or governmental  investigation or proceeding  (whether  federal,
state,  local or  foreign)  instituted  or,  to the  Company's  best  knowledge,
threatened against the Company (or of any occurrence or dispute which involves a
reasonable  likelihood of any such action, suit,  arbitration,  investigation or
proceeding  being  instituted),  or (ii)  any  other  occurrence  or  change  of
circumstance  relating  to  the  Company  which,  in  either  such  case,  could
reasonably be expected to have a Material Adverse Effect.

          6.5 Conduct of Business.  Conduct its business in accordance  with all
applicable provisions of federal, state, local and foreign law, except to either
immaterial instances of noncompliance or instances of noncompliance which are or
may be reasonably  cured without the incurrence by the Company or any Subsidiary
of any material cost or liability.

          6.6 Compliance with Certificate of Incorporation  and Bylaws.  Perform
and observe all of its  obligations  to the holders of all of its securities set
forth in the Company's Certificate of Incorporation and Bylaws.

          6.7  Internal  Accounting  Controls.  Maintain  a system  of  internal
accounting   controls   administered  in  accordance  with  generally   accepted
accounting principles.

          6.8  Indemnification  of the Board of  Directors.  The  Company  shall
reimburse  all  directors  of the  Company  for their  reasonable  out-of-pocket
expenses  in  connection  with  attending  meetings  of the  Company's  Board of
Directors and all committees thereof and all reasonable  out-of-pocket  expenses
otherwise incurred in fulfilling their duties as directors. The Company's Bylaws
or  charter  shall  at  all  times  require  the  indemnification  of all of the
Company's  directors against liability for actions and omissions to act in their
capacity as directors of the Company to the maximum extent that such individuals
may  lawfully be so  indemnified  by the  Company.  The Company  shall  maintain
directors'  and  officers'  liability  insurance  in an amount equal to at least
$10,000,000.



                                       22
<PAGE>

          6.9 Use of Proceeds.  The Company will use the proceeds  from the sale
of the Units substantially in the manner set forth in the Offering Memorandum.

          6.10  Reservation of Common Stock.  The Company shall reserve and keep
available out of its authorized  but unissued  Common Stock the number of shares
required for issuance upon the  conversion of the Preferred  Stock and otherwise
complying  with the  terms of this  Agreement.  If at any  time  the  number  of
authorized but unissued shares of common stock shall not be sufficient to effect
the  conversion of the Preferred  Stock or otherwise to comply with the terms of
this Agreement,  the Company will forthwith take such corporate action as may be
necessary to increase its authorized but unissued shares of common stock to such
number of shares as shall be  sufficient  for such  purposes.  The Company  will
obtain  any  authorization,  consent,  approval  or other  action by or make any
filing  with any  court  or  administrative  body  that  may be  required  under
applicable  state  securities  laws in connection with the issuance of shares of
common stock upon conversion of the Preferred Stock.

          6.11 Advice of Changes;  Filings.  The Company  shall  confer with the
Qualified  Purchasers on a regular and frequent basis as reasonably requested by
the Qualified Purchasers,  orally and, if requested by a Qualified Purchaser, in
writing,  with regard to any change that has had a Material Adverse Effect.  The
Company shall  promptly  provide to the Qualified  Purchasers (or their counsel)
copies of all filings made by the Company or any Affiliate with any Governmental
Entity in  connection  with this  Agreement  and the  transactions  contemplated
hereby.

          6.12  Appraisal.  The Company  shall have obtained an appraisal of the
Horizon Telcom shares owned by the Company,  satisfactory to the Purchasers and,
in the event  that the  Company  is not able to  obtain  such  appraisal  by the
Closing Date, the Company shall use the current appraisal  prepared by Houlihan,
Lokey Howard & Zukin  previously  provided to the  Purchasers  to calculate  the
Company's  next  estimated  tax  payment on a dividend  of the shares of Horizon
Telcom from the Company or taxes required to be paid due to the  deconsolidation
of the Company from Horizon  Telcom.  Prior to June 26, 2001,  the Company shall
not obtain  another  appraisal  of the  Horizon  Telcom  shares  except with the
consent of the Apollo Purchasers.

          6.13 Tax Treatment of the Preferred Stock. The Company agrees to treat
the Series A Preferred  Stock and the Series A-1 Preferred  Stock  (collectively
referred  to as  the  "Preferred  Stock")  as  stock  that  participates  in the
corporate  growth of the Company to a  significant  extent within the meaning of
Treasury Regulation ss.1.305-5(a),  and hence will not treat the Preferred Stock
as  "preferred  stock" for  purposes of Section 305 of the Code and the Treasury
Regulations  promulgated  thereunder,  unless  required  to treat  it  otherwise
pursuant to a "determination" within the meaning of Section 1313(a) of the Code;
provided that the Apollo  Purchasers (x) have received  prompt notice of any tax
assessment,  deficiency,  audit  or  judicial  proceeding  that  relates  to the
taxation of the Preferred Stock, (y) are given the opportunity to participate in
all  proceedings  that affect the  taxation  of  Preferred  Stock,  and (z) have
consented to any closing or other agreement with or final disposition of a claim
for refund by the IRS that affects the taxation of the Preferred Stock



                                       23
<PAGE>

     7. Negative Covenants.

          7.1 [Intentionally omitted]

          7.2  Protective   Provisions.   The  Company  agrees  that  until  the
conversion of all of the Preferred  Stock,  the Company shall not, and shall not
permit any  Subsidiary  to,  without the prior written  consent of the Requisite
Holders:

               (a) enter into a transaction  resulting in a Change of Control or
Combination  Transaction  (each  as  defined  in  the  Restated  Certificate  of
Incorporation),  other  than an  Affiliate  Merger (as  defined in the  Restated
Certificate of  Incorporation)  in which the portion of the  consideration to be
paid or received by either party which is not  represented  by common  equity is
less than 50% of the total  consideration  paid or received by either  party and
the transaction is on the following valuation terms: (i) if the Merger Affiliate
is not a Listed  Company,  then the Company License Value Per POP can be no less
than 95% of the Merger  Affiliate  License Value Per POP; and (ii) if the Merger
Affiliate is a Listed Company, then (x) the Company License Value Per POP can be
no less than 85% of the Merger Affiliate License Value Per POP, provided that if
the  Company  License  Value  per POP is less than 95% of the  Merger  Affiliate
License  Value Per POP,  then the Company  License  Value Per POP can be no less
than $82.00 and (y) the consideration to be received by the Company per share of
Common Stock in the Combination Transaction shall be no less than the Conversion
Price of the Series A Preferred Stock as then in effect multiplied by 1.75.

               (b)  directly or  indirectly  declare or pay any dividend or make
any other  distribution in respect  thereof,  or directly or indirectly  redeem,
repurchase or otherwise  acquire or retire for value any shares of capital stock
of the Company or any of its  Subsidiaries  or any direct or indirect  parent of
the  Company or any of its  Subsidiaries  , whether  in cash or  property  or in
obligations of the Company or any Subsidiary;  provided,  however, that: (i) the
Company may declare or pay any dividend on,  distribution  upon or redemption of
the Preferred  Stock,  in accordance with their terms and the provisions of this
Agreement;  (ii) the Company may  repurchase  option stock pursuant to rights of
first refusal, up to $3,000,000 per year; (iii) the Subsidiaries may declare and
pay dividends and other distributions to the Company;  and (iv) the Subsidiaries
may declare and pay a dividend of the Horizon  Telcom  stock held by them to the
Company,  and the Company  may declare and pay a dividend of the Horizon  Telcom
stock received by it to its shareholders;

               (c) engage in any  business  other than a Permitted  Business (as
such term is defined in the Indenture relating to the Senior Notes Offering);

               (d)  except as  otherwise  permitted  in Section  7.2(a)  hereof,
acquire or dispose of any business or assets in a single transaction or a series
of  related  transactions  (including  investments  in  third  parties)  with an
aggregate value in such transaction or series of related  transactions in excess
of $5,000,000  (including  all assumed  debt,  all cash  payments,  and the fair
market  value of all  securities  or other  property  issued as  consideration);
provided however,  that such  restrictions  shall not apply to (i) amendments to
the Sprint  Agreements  that are made to increase the POPs of the Company and to
acquisitions of assets from Sprint PCS in connection with such amendments;



                                       24
<PAGE>

               (e) adopt any new employee  stock option plan or stock  incentive
plan,  or  materially  alter  any of the  Company's  equity  incentive  plan for
executive officers or key employees;

               (f) issue any equity or  equity-linked  securities other than (i)
in a Public  Offering;  (ii) the  warrants  issued  pursuant to the Senior Notes
Offering;  and the common stock issuable upon exercise of such  warrants;  (iii)
the issuance of  Additional  Securities;  (iv)  options,  or  securities  issued
pursuant  to the  exercise  of  options or  warrants  currently  outstanding  or
hereafter  granted  pursuant to the  Company's  existing  stock  option plans or
future  stock  option plans or stock  incentive  plans  approved by the Board of
Directors,  provided that the Company's  entitlement  to issue options under its
option  plans  under this  exception  shall be limited to grants of options at a
strike price of at least 90% of the market price if the Company is then a Listed
Company,  and if the Company is not a Listed Company at the time of grant,  then
at least the Series A Conversion Price as in effect at the date of grant for (A)
no more than 200,000  shares of common stock  between the Closing Date and April
30, 2001;  (B) no more than 800,000  shares of common stock  between May 1, 2001
and December 31, 2001; and (C) during subsequent years, grants of options for up
to 750,000 shares of common stock;  (v) shares  issuable to First Union pursuant
to the First Union  Conversion;  (vi)  securities  issued in connection with the
acquisition of another entity by the Company by merger provided that such merger
has either  been  approved  by the  Requisite  Holders or such  approval  is not
required  pursuant to Section 7.2 hereof;  (vii) securities issued in connection
with any stock split, stock dividend,  recapitalization or reorganization by the
Company; and (viii) the issuance of warrants, and common stock issuable upon the
exercise thereof, to Sprint Spectrum,  L.P. pursuant to contractual  obligations
entered into prior to the date hereof.

               (g)  increase  the  size of the  Board  of  Directors  (provided,
however,  that  this  covenant  shall  only  be  applicable  for so  long as the
provisions  of Section  4.1(a) of the  Investors'  Rights  and Voting  Agreement
require the parties thereto to vote to elect two (2) directors  nominated by the
Purchasers to serve on the Board of Directors of the Company);

               (h) incur any indebtedness for borrowed money other than debt
permitted  pursuant to the Senior  Facility on the date  hereof  (including  the
Additional Term Loan);

               (i)  terminate  the Chief  Executive  Officer or Chief  Financial
Officer  of  the  Company   (subject  to  the  Board  of  Directors'   fiduciary
obligations),  or hire an individual to serve as the Company's  Chief  Executive
Officer, President, Chief Operating Officer, or Chief Financial Officer;

               (j)   commence   a   proceeding   for   bankruptcy,   insolvency,
receivership or similar action;

               (k) make Capital  Expenditures in excess of the amounts permitted
pursuant to the Senior Facility on the date hereof or amounts  necessary to fund
construction of network  infrastructure  in territory  currently  covered by the
Alliances Agreement;

               (l) make any payment to Horizon  Services,  Inc.  pursuant to the
Horizon Services Agreement in any amount in excess of $6,700,000 per annum;



                                       25
<PAGE>

               (m) agree to, or permit any Subsidiary to agree to, any provision
in any agreement that would impose any restriction on the ability of the Company
to honor the  exercise  of any  rights of the  holders of the  Preferred  Stock,
except  that the terms of the Senior  Notes  Offering  and the  Senior  Facility
restrict the redemption of Equity Interests in the Company;

               (n) enter into any  transaction  other  than  those  transactions
described  in  the  Offering  Memorandum,  including,  without  limitation,  any
purchase,  sale, lease or exchange of property,  the rendering of any service or
the payment of any  management,  advisory or similar  fees,  with any  Affiliate
unless such transaction is (i) in the ordinary course of business of the Company
and its Subsidiaries,  and (ii) upon fair and reasonable terms no less favorable
to the Company and its Subsidiaries than they would obtain in a comparable arm's
length transaction with a Person which is not an Affiliate;  provided,  however,
that if the value of any such transaction is greater than: (x) $5,000,000,  such
transaction  shall  require  the  approval  of a majority  of the  disinterested
members of the Board of Directors and (y) $25,000,000,  such  transaction  shall
require the Company to obtain a fairness opinion from an independent  investment
banker reasonably acceptable to the Requisite Holders; or

               (o)  agree or  otherwise  commit to take any of the  actions  set
forth above.

          7.3 Additional  Covenants.  The Company agrees that until such time as
the Shares of  Preferred  Stock and  Conversion  Shares  held by the  Purchasers
represent less than five percent (5%) of the Company's Common Stock,  calculated
on an "as  converted"  basis and  calculated  taking  into  account  (A)  shares
issuable  under  currently  outstanding  options,  (B) shares  issuable upon the
exercise of warrants  issued to Sprint  Spectrum  L.P.  pursuant to  contractual
obligations  entered into prior to the date hereof, (C) shares issuable to First
Union  Investors,  Inc.,  pursuant to the First Union  Conversion and (D) shares
issuable upon  exercise of warrants to be issued in  connection  with the Senior
Notes Offering,  the Company shall not do any of the following without the prior
written consent of the Requisite Holders:

               (a) amend or otherwise modify any provision of the Certificate of
Incorporation  or the Bylaws of the Company  that would  result in any change to
the rights of the holders of the Class B Common Stock,  including the conversion
rights of such holders of Class B Common Stock;

               (b) issue additional  shares of Class B Common Stock,  other than
pursuant to the exercise of options outstanding as of the date hereof; or

               (c)  agree or  otherwise  commit to take any of the  actions  set
forth above.

          7.4 Owned License. The Company agrees that, from the date hereof until
December 31, 2000, it shall not use its 15MHz C-Block  Broadband PCS license for
the Chillicothe, Ohio BTA to provide telecom services.



                                       26
<PAGE>

     8. Transfer Restrictions.

          8.1 Private Placement.  Each Purchaser understands and agrees that the
Units to be purchased  hereunder have not been  registered  under the Securities
Act by reason of their  issuance in a transaction  exempt from the  registration
requirements of the Securities Act, and that  accordingly they will not be fully
transferable  except as  permitted  under  various  exemptions  contained in the
Securities Act or upon satisfaction of the registration and prospectus  delivery
requirements  of the Securities  Act. Each Purchaser  acknowledges  that it must
bear the economic risk of the Units to be purchased  hereunder for an indefinite
period of time  (subject,  however,  to the  Company's  obligation to redeem the
Preferred  Stock in  accordance  with the terms  thereof,  and to the  Company's
obligation to effect the  registration of the registrable  securities  under the
Securities Act in accordance with the Registration  Rights Agreement) since they
have not been registered  under the Securities Act and therefore  cannot be sold
unless they are  subsequently  registered or an exemption from  registration  is
available.  Each  Purchaser  understands  that the exemption  from  registration
afforded by Rule 144  promulgated  under the  Securities  Act  depends  upon the
satisfaction of various conditions and that, if applicable, Rule 144 affords the
basis for sales only in limited amounts. Furthermore, except as set forth in the
Registration  Rights  Agreement,  the  Company  has not  agreed to make Rule 144
available  for any resale of the  Preferred  Stock or the shares of common stock
into which the Preferred Stock is convertible.

          8.2  Legend.   Each  Purchaser   agrees  with  the  Company  that  the
certificates  evidencing  the  Units to be  purchased  hereunder  will  bear the
following legend:

          THE SECURITIES  EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR TRANSFERRED
UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH
SECURITIES OR THE SECURITIES ARE SOLD AND  TRANSFERRED IN A TRANSACTION  THAT IS
EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.

          8.3  Removal  of  Legend.  The  legend  endorsed  on the  certificates
pursuant  to Section 8.2 hereof  shall be removed and the Company  shall issue a
certificate  without  such  legend  to the  holder  thereof  at such time as the
securities evidenced thereby cease to be restricted securities upon the earliest
to  occur  of (i) a  registration  statement  with  respect  to the sale of such
securities  shall  have  become  effective  under  the  Securities  Act and such
securities  shall have been  disposed of in  accordance  with such  registration
statement,  (ii) the securities  shall have been sold to the public  pursuant to
Rule 144 (or any successor  provision)  under the Securities  Act, or (iii) such
securities may be sold by the holder without  restriction or registration  under
Rule 144(k) under the Securities Act (or any successor provision).

     9.  Repurchase  Right.  If the Company has not, within 90 days prior to the
fifth  anniversary  of the  Original  Issuance  Date (the  "Anniversary  Date"),
consummated  either: (i) a Public Offering where the aggregate gross proceeds to
the Company are in excess of  $50,000,000 (a  "Repurchase  Public  Offering") or
(ii) a Combination  Transaction  with a Listed Company whose total common equity
market  capitalization  immediately prior to the consummation of the Combination
Transaction is at least $100,000,000, then the Company shall give the holders of


                                       27
<PAGE>

the  Preferred  Stock  prior  written  notice  at  least  90 days  prior  to the
Anniversary Date (the "Repurchase  Notice") and the Requisite Holders shall have
30 days from the date of such  Repurchase  Notice to give  notice  that they are
exercising  their right to request that the Company  repurchase all their shares
of Preferred Stock at Fair Market Value (the "Repurchase Right"). If the Company
elects to  exercise  the  Repurchase  Right,  it shall  notify  the  holders  of
Preferred  Stock  within  30 days  after  the  Anniversary  Date,  and  shall be
obligated  to  effectuate  the  Repurchase   Right  within  90  days  after  the
Anniversary  Date.  The Company will hire the Investment  Bank (as  contemplated
below) and  facilitate  the  calculation  of Fair Market Value of the  Preferred
Stock by the Anniversary  Date. If the Company declines to repurchase the shares
of Preferred Stock subject to the Repurchase  Right, then the Board of Directors
of the Company shall be obligated  within 30 days after the Anniversary  Date to
hire an Investment  Bank  reasonably  acceptable to holders of a majority of the
Preferred  Stock to  conduct an auction of the  Company  pursuant  to  customary
procedures  and under a customary time frame (which in no event shall be greater
than 180 days)  with the  mandate to  maximize  shareholder  value (an  "Auction
Process").  If the  Company  receives  and  accepts  a bona fide  offer  from an
independent  third party, the holders of the Preferred Stock shall convert their
Preferred Stock into Class A Common Stock  immediately prior to the consummation
of such sale. If the Company  receives one or more bona fide offers for the sale
of the  Company,  the  Company may decline to accept such bona fide offer if the
Board  of  Directors  has  concluded  based  on its  fiduciary  duties  that not
accepting  such offer is in the best  interests of the  Company's  stockholders,
taken as a whole.  If the Company  declines  to accept  such an offer,  then the
dividend rate on the Preferred  Stock shall be increased  from 7.5% to 18.0% and
at the beginning of each year following the  Anniversary  Date, the Company will
be required to effect an Auction  Process each year  following  the  Anniversary
Date until the Preferred  Stock is repurchased or the Repurchase  Right expires.
If the Company  receives a bona fide offer subject to the approval  requirements
of  Section  7.2  hereof  which is  acceptable  to it,  and it does not  receive
approval  of such offer by the  Requisite  Holders as  required  by Section  7.2
hereof, then the Repurchase Right shall terminate and be of no further force and
effect. If the Company does not receive any bona fide offers for the sale of the
Company after completion of its first Auction Process, the Company's obligations
under the  Repurchase  Right  shall be deemed  to have  been  fulfilled  and the
Repurchase Right of the holders of the Preferred Stock shall expire.

     "Fair Market  Value" for purposes of this Section 9 shall be  determined as
follows:  each of the Company  and the  holders of a majority  of the  Preferred
Stock shall select an Investment  Bank,  and the two  Investment  Banks selected
shall select a third Investment Bank by the Original  Anniversary Date or if the
Repurchase Right is reinstated,  within ten days following the  reinstatement of
the  Repurchase  Right.  The three  banks shall have 30 days to  determine  Fair
Market Value of the outstanding  shares of the Preferred  Stock. The value to be
used for Fair Market Value shall be the median fair market value  determined  by
the three Investment Banks. The fees paid by the Company to the three Investment
Banks shall be  identical;  provided,  however,  that the  Investment  Bank that
provides the median fair market value shall be entitled to an additional payment
of up to 30% of the fee paid to all three Investment Banks pursuant hereto.



                                       28
<PAGE>

     10. Preemptive Rights.

          10.1 Until such time as the Company  completes a Public Offering where
the  aggregate  gross  proceeds  to the  Company  are in excess of  $30,000,000,
Purchasers  will have the  right,  in  accordance  with the  provisions  of this
Section 10, to purchase their portion of any future  issuances by the Company of
Equity Securities in such amounts so as to maintain their as-converted ownership
in the Company on a pro-rata basis (their "Pro-Rata  Share");  provided that the
rights  granted in this Section 10 shall not apply to: (i) the  warrants  issued
pursuant  to the Senior  Notes  Offering  and the  common  stock  issuable  upon
exercise of such warrants; (ii) the issuance of Additional Securities; (iii) the
grant of options to  directors  or  employees  under the  Company's  existing or
future stock option plan and the securities  issued  pursuant to the exercise of
such options;  (v)  securities  issued in  connection  with the  acquisition  of
another entity by the Company by merger;  (vi)  securities  issued in connection
with any stock split, stock dividend,  recapitalization or reorganization by the
Company;  or (vii)  shares of Common  Stock or options or  warrants  to purchase
Common  Stock or  securities  convertible  into Common Stock issued to a vendor,
lessor,  lender or other  business  entity  in  connection  with a lease,  loan,
strategic  alliance,  joint venture or other business  transaction,  the primary
purpose of which is not the purchase of such Common Stock, options, warrants, or
convertible  securities,  provided that such business transaction is approved by
the Board of Directors.

               10.2 In the  event  that the  Company  proposes  to issue  Equity
Securities,  at least 30 days before such issuance, it shall give to each holder
of shares of Preferred Stock written notice of its intention, describing in such
notice the type of Equity  Securities,  the price,  and the terms upon which the
Company  proposes to issue such Equity  Securities  (the "Offer  Notice").  Each
holder of  shares of  Preferred  Stock  shall  have 20 days from the date of its
receipt of any such Offer  Notice to agree to purchase all or a apart of its Pro
Rata Share of such Equity  Securities for the price and upon the terms specified
in the Offer Notice by giving written notice to the Company and stating  therein
the quantity of Equity Securities to be purchased.  Any agreement by a holder of
shares of Preferred Stock to purchase Equity Securities shall be binding on such
holder of shares of Preferred Stock.

     11. Definitions.  Unless the context otherwise requires,  the terms defined
in this  Section 11 shall have the meanings  specified  for all purposes of this
Agreement.

     Except as otherwise expressly  provided,  all accounting terms used in this
Agreement,  whether or not defined in this  Section 11,  shall be  construed  in
accordance with United States generally accepted accounting  principles.  If and
so long as the Company has one or more Subsidiaries, such accounting terms shall
be  determined  on a  consolidated  basis  for  the  Company  and  each  of  its
Subsidiaries, and the financial statements and other financial information to be
furnished by the Company  pursuant to this Agreement shall be  consolidated  and
presented with consolidating financial statements of the Company and each of its
Subsidiaries.

     "ACCOUNTANT" shall have the meaning assigned it in Section 6.3(b) hereof.

     "ADDITIONAL  SECURITIES"  shall mean the shares of Preferred Stock that are
issued to the  holders of  Preferred  Stock in  connection  with the  payment of
dividends thereon.



                                       29
<PAGE>

     "ADDITIONAL  TERM LOAN"  shall have the  meaning  assigned it in the Senior
Facility.

     "AFFILIATE" of any specified Person shall mean any other Person directly or
indirectly  controlling  or  controlled  by or under  direct or indirect  common
control with such specified Person.  For purposes of this definition,  "control"
with respect to any Person,  shall mean the possession,  directly or indirectly,
of the power to direct or cause the  direction of the  management or policies of
such Person, whether through the ownership of voting securities, by agreement or
otherwise.

     "AFFILIATE MERGER" shall mean a Combination Transaction with another Sprint
PCS Affiliate or with a parent who wholly owns such Sprint PCS Affiliate and has
no other  direct or indirect  operations  except as may be conducted by a Sprint
PCS Affiliate,  or a wholly-owned subsidiary of a Sprint PCS Affiliate formed or
used for purposes of  facilitating  a Combination  Transaction  with the Company
that would result in the addition of at least 7.0 million POPs to the Company or
a Combination Transaction with an Approved Sprint Affiliate.

     "AGENT" of a Person  shall mean any  officer,  director,  employee,  agent,
partner stockholder or Affiliate of such Person.

     "AGREEMENT" shall mean this Agreement.

     "ALLIANCES AGREEMENT" shall mean the network services agreement between the
Company on the one hand and West Virginia PCS Alliance and Virginia PCS Alliance
on the other hand.

     "ALTERNATIVE TRANSACTION" shall have the meaning assigned it in Section 7.1
hereof.

     "ANNIVERSARY DATE" shall have the meaning assigned it in Section 9 hereof.

     "APOLLO"  shall  mean  Apollo  Management  IV,  L.P.,  a  Delaware  limited
partnership or its affiliates.

     "APOLLO  PURCHASERS" shall have the meaning assigned it in the introductory
paragraph of this Agreement.

     "APPROVED  SPRINT  AFFILIATE"  shall mean those Sprint PCS Affiliates (or a
parent who wholly  owns such  Sprint PCS  Affiliate  and has no other  direct or
indirect  operations except as may be conducted by a Sprint PCS Affiliate,  or a
wholly-owned  subsidiary  entity  thereof  formed  or used  for the  purpose  of
facilitating  a  Combination  Transaction  with the  Company) who have between 6
million and 7 million POPs as of the date of this  Agreement  and over 6 million
POPs on the date of an  Affiliate  Merger.  Notwithstanding  the  foregoing,  US
Unwired,  Inc. shall be an "Approved Sprint  Affiliate" for all purposes hereof,
so  long as US  Unwired,  Inc.'s  business  and  corporate  structure  shall  be
substantially  the same (other than the disposal of any non Sprint PCS Affiliate
assets,  or the acquisition of additional Sprint PCS Affiliate assets) as of the
date of a Combination Transaction as it is as of the date of its report (on Form


                                       30
<PAGE>


10-Q) filed pursuant to the Securities Exchange Act of 1934 for the period ended
June 30, 2000.

     "ARPU" shall mean the  Company's  "average  revenue per unit"  expressed as
figure derived by measuring the Company's  total monthly PCS subscriber  revenue
and dividing such figure by the average number of digital  subscriber  units for
that month.

     "AUCTION PROCESS" shall have the meaning assigned it in Section 9 hereof.

     "BALANCE  SHEET"  shall have the  meaning  assigned  it in  Section  4.5(b)
hereof.

     "BOARD OF DIRECTORS" shall mean the Board of Directors of the Company.

     "BY LAWS" shall have the meaning assigned it in Section 4.1(c) hereof.

     "CAPITAL  EXPENDITURES"  shall mean all expenditures of the Company and its
Subsidiaries  which in  accordance  with GAAP  would be  classified  as  capital
expenditures, including without limitation, Capital Lease Obligations.

     "CAPITAL  LEASE"  shall mean any lease of property,  real or personal,  the
obligations  with respect to which are required to be  capitalized  on a balance
sheet of the lessee in accordance with GAAP.

     "CAPITAL LEASE  OBLIGATIONS"  shall mean the capitalized  lease obligations
relating to a Capital Lease determined in accordance with GAAP.

     "CHANGE  OF  CONTROL"  shall  have the  meaning  set forth in the  Restated
Certificate of Incorporation.

     "CLOSING" shall have the meaning assigned it in Section 2 hereof.

     "CLOSING DATE" shall have the meaning assigned it in Section 2 hereof.

     "CODE" shall mean the Internal  Revenue Code of 1986,  as amended,  and the
"TREASURY REGULATIONS" promulgated thereunder.

     "COMBINATION  TRANSACTION"  shall  have  the  meaning  assigned  it in  the
Restated Certificate of Incorporation.

     "COMMON STOCK" shall have the meaning assigned it in Section 4.1 hereof.

     "COMPANY  LICENSE  VALUE PER POP" shall mean the License  Value Per POP for
the  Company in an  Affiliate  Merger,  calculated  on the  closing  date of the
Affiliate Merger, based upon the consideration to be received or retained by the
Company in the Affiliate Merger.



                                       31
<PAGE>

     "CONSOLIDATED  AFFILIATES"  shall have the  meaning  assigned it in Section
4.11 hereof.

     "CONVERSION  PRICE"  shall have the  meaning  assigned  it in the  Restated
Certificate of Incorporation.

     "CONVERSION  SHARES"  shall have the  meaning  assigned  it in Section  4.2
hereof.

     "CUMULATIVE  CASH INCOME (LOSSES)" of any Person shall mean, since the date
of such Person's  inception,  the cumulative net income (losses) from continuing
operations of such Person (excluding all  non-recurring  gains and losses) plus,
to the extent  deducted in calculating  such net income (losses) from continuing
operations,   depreciation  expense,  amortization  expense,  non-cash  interest
expense,  other  non-cash  expenses and income  taxes,  all as  determined  on a
consolidated basis in accordance with GAAP;  provided,  that, to the extent such
Person has acquired or disposed of any operating  businesses,  such  calculation
shall be made on a pro forma  basis  (including  any  adjustments  that would be
permitted by Regulation S-X).

     "CURRENT  BUSINESS  PLAN" shall mean the most recent  business  plan of the
Company previously delivered to the Purchasers.

     "EMPLOYEE BENEFIT PLANS" shall have the meaning assigned it in Section 4.22
hereof.

     "ERISA" shall mean the Employee  Retirement Income Security Act of 1974, as
amended.

     "ENCUMBRANCES" shall have the meaning assigned it in Section 4.2 hereof.

     "ENVIRONMENTAL  LAWS" shall mean any and all applicable  foreign,  Federal,
state,  local  or  municipal  laws,  rules,   orders,   regulations,   statutes,
ordinances,  codes, decrees, requirements of any Governmental Authority or other
Requirement of Law (including  common law)  regulating,  relating to or imposing
liability or standards of conduct  concerning  protection of human health or the
environment,  as are now or may at any time be in effect during the term of this
Agreement.

     "EQUITY  INTERESTS" shall mean the interest of a stockholder in the Company
represented by the Equity Securities held by such stockholder.

     "EQUITY  SECURITY"  shall  mean any stock of the  Company  or any  security
convertible, with or without consideration, into any such stock, or any security
carrying any warrant or right to subscribe to or purchase any such stock, or any
such warrant or right.

     "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended.

     "FAIR MARKET VALUE" shall have the meaning assigned it in Section 9 hereof.




                                       32
<PAGE>
     "FCC" shall mean the Federal Communications Commission.

     "FINANCIAL  STATEMENTS"  shall have the meaning set forth in Section 4.5(a)
hereof.

     "FIRST  UNION" shall mean First Union  Investors,  Inc.,  a North  Carolina
corporation.

     "FIRST  UNION  CONVERSION"  shall have the  meaning  assigned it in Section
13.14 hereof.

     "FIRST UNION NOTE" shall mean the 13% Senior  Subordinated  Promissory Note
dated February 15, 2000, as issued by Horizon Personal  Communications,  Inc. in
favor of First Union Investors, Inc.

     "FIRST UNION  REPRESENTATIVE" shall have the meaning assigned it in Section
13.14.

     "GAAP" shall mean generally accepted accounting principles in effect in the
United States of America applied on a consistent basis.

     "GOVERNMENTAL AUTHORITY" shall mean any nation or government,  any state or
other  political  subdivision  thereof  and  any  entity  exercising  executive,
legislative,  judicial,  regulatory or administrative functions of or pertaining
to government.

     "GOVERNMENTAL ENTITY" shall mean any national,  federal,  state, municipal,
local, territorial,  foreign or other government or any department,  commission,
board, bureau, agency,  regulatory authority or instrumentality  thereof; or any
court, judicial, administrative or arbitral body or public or private tribunal.

     "HAZARDOUS  SUBSTANCES"  shall  mean any waste or other  substance  that is
listed,  defined,  designated,  or classified as, or otherwise determined to be,
hazardous,  toxic,  or a  pollutant  or a  contaminant  under or pursuant to any
Environmental Law.

     "HORIZON  SERVICES  AGREEMENT"  shall  mean the  Service  Agreement  by and
between Horizon  Services,  Inc. and the Company as such agreement exists on the
date hereof.

     "HORIZON TELCOM" shall mean Horizon Telcom, Inc., an Ohio corporation.

     "HSR ACT" shall mean the  Hart-Scott-Rodino  Antitrust  Improvements Act of
1976, as amended.

     "INVESTMENT BANK" shall mean a nationally recognized independent investment
bank.



                                       33
<PAGE>

     "INVESTOR DIRECTORS" shall mean the directors designated and elected to the
Board of  Directors  of the  Company  pursuant  to the terms of Section 4 of the
Investors' Rights and Voting Agreement.

     "INVESTORS'  RIGHTS AND VOTING  AGREEMENT"  shall mean the investors rights
and voting  agreement  to be entered  into on the date hereof by and between the
Company, the Purchasers and the shareholders of the Company.

     "LICENSE VALUE" of any Person shall mean (i) the aggregate  market value of
outstanding  common  stock of such Person  (treating  any shares  issuable  upon
exercise  of   in-the-money   options,   warrants,   convertible   indebtedness,
convertible preferred stock or other rights of conversion as outstanding),  plus
(ii)  the  aggregate   amount  of  all  indebtedness  and  preferred  stock  (at
liquidation  value) of such Person,  excluding any  convertible  indebtedness or
preferred  stock to the extent it is included in (i),  minus (iii) the aggregate
cash and cash equivalents of such Person  (including any exercise proceeds to be
received upon the exercise of in-the-money options,  warrants or other rights of
conversion  assumed  exercised in (i), minus (iv) the gross plant,  property and
equipment of such Person minus (v) the Cumulative  Cash Income  (Losses) of such
Person;  provided that for any Affiliate  Merger  completed  after  December 31,
2001,  clause  (iv) and (v) above will not be  included  in the  calculation  of
License Value.

     "LICENSE VALUE PER POP" shall mean the License Value of such Person divided
by the POPs of such Person.

     "LISTED  COMPANY" shall mean a company whose common equity is listed on any
of the New York  Stock  Exchange,  The  American  Stock  Exchange  or The Nasdaq
National Market.

     "MATERIAL ADVERSE EFFECT" shall mean any material adverse effect on (i) the
shares of  Preferred  Stock,  (ii) the  ability of the  Company  to perform  its
obligations under this Agreement,  the Restated  Certificate of Incorporation or
any of the other  Transaction  Documents or (iii) the  condition  (financial  or
otherwise) , prospects, properties, assets, liabilities,  business or operations
of the Company and its Subsidiaries, taken as a whole.

     "MERGER  AFFILIATE" shall mean the Sprint PCS Affiliate which is a party to
an Affiliate Merger with the Company.

     "MERGER  AFFILIATE  LICENSE VALUE PER POP" shall mean the License Value Per
POP for the Merger Affiliate in an Affiliate  Merger,  calculated on the closing
date of the Affiliate Merger, based upon the consideration  received or retained
by the Merger Affiliate in the Affiliate Merger.

     "NASD" shall mean the National Association of Securities Dealers.

     "OFFER NOTICE" shall have the meaning assigned it in Section 10.2 hereof.

     "OFFERING  MEMORANDUM"  shall mean the Offering  Memorandum  relating,  and
prepared in connection with, the Senior Notes Offering.



                                       34
<PAGE>

     "PERMITTED  ACQUISITION"  shall mean any  acquisition by the Company or any
Subsidiary for which approval is not required pursuant to Section 7.2(d) hereof,
or for which the consent or approval of the Requisite Holders has been given.

     "PERSON" shall include all natural persons, corporations,  business trusts,
associations,  companies,  partnerships,  joint  ventures and other entities and
governments and agencies and political subdivisions.

     "PIK NOTES" shall mean notes (if any) issued to First Union Investors, Inc.
pursuant to the terms of the First Union Note and related documentation.

     "POPS"  shall  mean the  total  population  to which  such  Person  has the
exclusive right to market Sprint PCS products and services as estimated pursuant
to the Rand McNally Commercial Atlas and Marketing Guide 2000 edition.

     "PREFERRED  STOCK"  shall mean the Series A Preferred  Stock and the Series
A-1 Preferred Stock.

     "PRO-RATA SHARE" shall have the meaning assigned it in Section 10.1 hereof.

     "PUBLIC  OFFERING"  shall mean an  underwritten  initial public offering of
shares of Common Stock pursuant to an effective registration statement under the
Securities Act, as then in effect (or any comparable statement under any similar
federal statute then in force or effect).

     "PURCHASE PRICE" shall have the meaning assigned it in Section 1 hereof.

     "PURCHASER"  shall  have  the  meaning  assigned  it  in  the  introductory
paragraph of this Agreement.

     "QUALIFIED IPO" means an underwritten  initial public offering of shares of
Common  Stock  pursuant  to  an  effective   registration  statement  under  the
Securities Act, as then in effect (or any comparable statement under any similar
federal  statute then in force or effect),  which  raises gross  proceeds to the
Company of at least $65 million.

     "QUALIFIED  PURCHASER" shall have the meaning assigned it in Section 6.3(b)
hereof.

     "REAL PROPERTY Leases" shall have the meaning assigned it in Section 4.7(c)
hereof.

     "REGISTRATION   RIGHTS  AGREEMENT"  shall  mean  the  registration   rights
agreement  to be entered  into on the date hereof by and between the Company and
the Purchasers.

     "REPRESENTATIVES"  shall have the  meaning  assigned  it in Section  6.3(a)
hereof.

     "REPURCHASE NOTICE" shall have the meaning assigned it in Section 9 hereof.



                                       35
<PAGE>

     "REPURCHASE  PUBLIC Offering" shall have the meaning assigned it in Section
9 hereof.

     "REPURCHASE RIGHT" shall have the meaning assigned it in Section 9 hereof.

     "REQUIREMENT  OF LAW" shall mean,  as to any  Person,  the  Certificate  of
Incorporation and By-laws or other organizational or governing documents of such
Person,  and  each  law,  treaty,  rule or  regulation  or  determination  of an
arbitrator or a court or other Governmental  Authority,  in each case applicable
to or binding upon such Person or any of its Property or to which such Person or
any of its Property is subject.

     "REQUISITE  HOLDERS"  shall  mean  holders  of a  majority  of the Series A
Preferred Stock,  Series A-1 Preferred  Stock,  and Conversion  Shares currently
outstanding.

     "RESTATED CERTIFICATE OF INCORPORATION" shall mean the Amended and Restated
Certificate of Incorporation of the Company described in Section 5.1(h) hereof.

     "SEC" shall mean the Securities and Exchange Commission.

     "SECTION 6.3(A) QUALIFIED  PURCHASER" shall have the meaning assigned it in
Section 6.3(a) hereof.

     "SECTION 6.3(B) QUALIFIED  PURCHASER" shall have the meaning assigned it in
Section 6.3(b) hereof.

     "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.

     "SENIOR FACILITY" shall mean the Credit Agreement dated as of September 26,
2000 by and among  Horizon  Personal  Communications,  Inc. and Bright  Personal
Communication  Services,  LLC,  as  Borrowers,  Horizon  PCS,  Inc.  and certain
Subsidiaries of Horizon PCS, Inc., as Guarantors from time to time party hereto,
the Lenders  referred to therein,  First Union National Bank, as  Administrative
Agent,  Westdeutsche  Landesbank  Girozentrale as Syndication Agent and Arranger
and Fortis Capital Corp.,  as  Documentation  Agent and First Union  Securities,
Inc. as Sole Lead Arranger and Sole Book Runner.

     "SENIOR  NOTE UNITS"  shall mean units  consisting  of 14% Senior  Discount
Notes due 2010 and  295,000  warrants to  purchase  3,805,000  shares of Class A
common stock of the Company.

     "SENIOR  NOTES  OFFERING"  shall  mean the  offering  of  295,000  Units to
investors pursuant to the Offering Memorandum.

     "SERIES A PREFERRED  STOCK" shall mean the Series A Preferred  Stock of the
Company, par value $0.0001 per share.

     "SERIES A-1 PREFERRED  STOCK" shall mean the Series A-1 Preferred  Stock of
the Company.



                                       36
<PAGE>

     "SPRINT  AGREEMENTS"  shall  mean  (1)  the  Management  Agreement  between
SprintCom,  Inc. and Horizon  Personal  Communications,  Inc. and the Management
Agreement between SprintCom, Inc. and Bright Personal Communications, LLC, dated
as of June 8,  1998  and  October  13,  1999,  respectively,  and any  exhibits,
schedules or addendum  thereto,  as such agreements may be amended,  modified or
supplemented from time to time (collectively,  the "Management Agreement");  (2)
the Sprint PCS  Services  Agreement  between  Sprint  Spectrum  L.P. and Horizon
Personal  Communications,  Inc.  and the Sprint PCS Services  Agreement  between
Sprint Spectrum L.P. and Bright Personal  Communications,  LLC, dated as of June
8, 1998 and October 13,  1999,  respectively,  and any  exhibits,  schedules  or
addendum  thereto,  as such agreements may be amended,  modified or supplemented
from time to time; (3) the Sprint  Trademark and Service Mark License  Agreement
between Sprint Communications Company, L.P. and Horizon Personal Communications,
Inc. and the Sprint Trademark and Service Mark License  Agreement between Sprint
Communications Company, L.P. and Bright Personal  Communications,  LLC, dated as
of June 8, 1998 and October 13, 1999, respectively,  and any exhibits, schedules
or addendum thereto, as such agreements may be amended, modified or supplemented
from time to time (collectively,  the "Trademark Agreement"); and (4) the Sprint
Trademark and Service Mark License Agreement  between Sprint Spectrum,  L.P. and
Horizon Personal communications,  Inc. and the Sprint Trademark and Service Mark
License   Agreement   between   Sprint   Spectrum   L.P.  and  Bright   Personal
Communications,  LLC, dated of June 8, 1998 and October 13, 1999,  respectively,
and any  exhibits,  schedules or addendum  thereto,  as such  agreements  may be
amended, modified or supplemented from time to time (collectively, the "Spectrum
Trademark Agreement").

     "SPRINT  PCS"  shall  mean  Sprint  Communications  Company,  L.P.,  Sprint
Spectrum L.P. and Wireless Co, L.P.

     "SPRINT PCS AFFILIATE" means any Person whose sole or predominant  business
is  operating  a  personal   communications   services   business   pursuant  to
arrangements  with  Sprint  Spectrum,   L.P.  and/or  Sprint  Spectrum,   L.P.'s
Affiliates, or their successors,  similar to the Sprint Agreements (as such term
is defined in this Agreement).

     "SUBSIDIARY"  shall mean any  corporation,  association  or other  business
entity (i) at least 50% of the outstanding voting securities of which are at the
time owned or controlled  directly or  indirectly  by the Company;  or (ii) with
respect to which the Company  possesses,  directly or  indirectly,  the power to
direct or cause the direction of the affairs or management of such Person.

     "TAXES"  shall mean any  federal,  state,  local or foreign  income,  gross
receipts,  license, payroll,  employment,  excise, severance, stamp, occupation,
premium,  windfall profits,  environmental (including taxes under Section 59A of
the Code),  customs  duties,  capital stock,  franchise,  profits,  withholding,
social security (or similar), unemployment,  disability, real property, personal
property, sales, use, transfer, registration, value added, alternative or add-on
minimum, estimated, or other tax of any kind whatsoever, including any interest,
penalty, or addition thereto, whether disputed or not.



                                       37
<PAGE>

     "TAX RETURN" means all returns and reports  (including  elections,  claims,
declarations,  disclosures,  schedules, estimates,  computations and information
returns) required to be supplied to a tax authority in any jurisdiction relating
to Taxes.

     "TRANSACTION DOCUMENTS" shall mean this Agreement, the Restated Certificate
of Incorporation,  the Investors' Rights and Voting Agreement,  the Registration
Rights  Agreement,  the Units  issued  hereunder  and any other  instruments  or
agreements executed in connection herewith or therewith.

          12.1 Remedies at Law or in Equity.  If any  representation or warranty
made by or on behalf of the Company,  on the one hand, or the Purchaser,  on the
other hand, in this Agreement or in any certificate,  report or other instrument
delivered  under or pursuant to any term hereof shall be untrue or misleading in
any material  respect as of the date of this Agreement or as of the Closing Date
or as of the date it was made,  furnished or delivered,  or any covenant made by
either  party hereto  shall be breached by such party,  a Purchaser,  on the one
hand,  or the Company on the other hand,  may proceed to protect and enforce its
rights by suit in equity or action at law, whether for the specific  performance
of any  term  contained  in  this  Agreement  or  the  Restated  Certificate  of
Incorporation or for an injunction against the breach of any such term or in aid
of the  exercise  of  any  power  granted  in  this  Agreement  or the  Restated
Certificate of  Incorporation,  or to enforce any other legal or equitable right
of a Purchaser,  on the one hand,  or the Company on the other hand,  or to take
any one or more of such actions.

          In the event a Purchaser  brings such an action against the Company or
the Company brings an action against the Purchaser arising under this Agreement,
the  prevailing  party in such  dispute  shall be entitled  to recover  from the
losing  party  all fees,  costs  and  expenses  of  enforcing  any right of such
prevailing  party  under  or with  respect  to this  Agreement  or the  Restated
Certificate of Incorporation,  including without limitation such reasonable fees
and  expenses  of  attorneys  and  accountants,  which  shall  include,  without
limitation, all fees, costs and expenses of appeals.

          12.2  Cumulative  Remedies.  None of the  rights,  powers or  remedies
conferred  upon a Purchaser  on the one hand,  or the Company on the other hand,
shall be  mutually  exclusive,  and each such  right,  power or remedy  shall be
cumulative  and in  addition  to every  other  right,  power or remedy,  whether
conferred  hereby or by the  Restated  Certificate  of  Incorporation  or now or
hereafter available at law, in equity, by statute or otherwise.

          12.3  No  Implied  Waiver.   Except  as  expressly  provided  in  this
Agreement, no course of dealing between the Company and a Purchaser and no delay
in  exercising  any such  right,  power or  remedy  conferred  hereby  or by the
Restated  Certificate of Incorporation or now or hereafter existing at law or in
equity,  by statute or  otherwise,  shall  operate as a waiver of, or  otherwise
prejudice, any such right, power or remedy.

     13. Miscellaneous.

          13.1 Waivers and Amendments.  Upon the approval of the Company and the
written consent of the Requisite  Holders (a) the obligations of the Company and
the rights of a Purchaser  under this Agreement may be waived (either  generally


                                       38
<PAGE>

or in a particular  instance,  either  retroactively or prospectively and either
for a specified period of time or  indefinitely),  and (b) the Company may enter
into a  supplementary  agreement for the purpose of adding any  provisions to or
changing in any manner or eliminating  any of the provisions of this  Agreement,
or of any  supplemental  agreement  or  modifying  in any  manner the rights and
obligations hereunder or thereunder of a Purchaser and the Company.

          The  foregoing   notwithstanding,   no  such  waiver  or  supplemental
agreement shall (a) affect any of the rights of any holder of a Security created
by  the  Restated  Certificate  of  Incorporation  or by  the  Delaware  General
Corporation  Law  without  compliance  with  all  applicable  provisions  of the
Restated  Certificate of Incorporation and the Delaware General Corporation Law,
or (b) reduce the aforesaid  fraction of Preferred  Stock,  the holders of which
are  required to consent to any waiver or  supplemental  agreement,  without the
consent of the holders of all the Preferred Stock.

          Upon the  effectuation of each such waiver or supplemental  agreement,
the Company shall  promptly give written  notice  thereof to the  Purchasers who
have not previously consented thereto in writing.

          Neither  this  Agreement,  nor any  provision  hereof may be  changed,
waived,  discharged or terminated orally or by course of dealing,  but only by a
statement  in  writing  signed by the party  against  which  enforcement  of the
change,  waiver,  discharge  or  termination  is  sought,  except to the  extent
provided in this Section 13.1.

          13.2 Notices. All notices, requests, consents and other communications
required or permitted  hereunder shall be in writing and shall be hand delivered
or mailed postage prepaid by registered or certified mail,

               (a) If to the Apollo Purchasers:

                   Apollo Investment Fund IV, L.P.
                   c/o Apollo Management IV, L.P.
                   1301 Avenue of the Americas
                   38th Floor
                   New York, NY 10019
                   Attention:   Robert Katz
                   Fax: (212) 515-3263

                   with copies to:

                   Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                   1333 New Hampshire Ave., N.W.
                   Washington, D.C.  20036
                   Attention:   Bruce S. Mendelsohn
                   Fax: (202) 887-4288

                   And to:

                   Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                   590 Madison Avenue
                   New York, New York  10022
                   Attention: Stephen Older
                   Fax: (212) 872-1002



                                       39
<PAGE>

               or (b)  If to  the  other  Persons  or  entities  party  to  this
Agreement, at the address specified on its respective signature page hereof

               or (c) If to the Company:

                   HORIZON PCS, INC.
                   68 East Main Street
                   Chillicothe, Ohio 45601
                   Attention:   William McKell
                   Fax: (740) 993-8289

                   with a copy to:

                   Arnall Golden & Gregory, LLP
                   2800 One Atlantic Center
                   1201 West Peachtree Street
                   Atlanta, Georgia  30309-3450
                   Attention: Donald I. Hackney, Jr.
                   Fax: (404) 873-8639


or at such other  address as the  Company or the  Purchaser  each may specify by
written notice to the other,  and each such notice,  request,  consent and other
communication  shall for all  purposes  of the  Agreement  be  treated  as being
effective or having been given when  delivered if delivered  personally,  or, if
sent by mail,  at the earlier of its receipt or 72 hours after the same has been
deposited in a regularly maintained  receptacle for the deposit of United States
mail, addressed and postage prepaid as aforesaid.

          13.3 [Intentionally Omitted]

          13.4  Indemnification.  The  Company  shall  indemnify,  save and hold
harmless  the  Purchaser,   its  directors,   officers,   employees,   partners,
representatives  and Agents from and against any and all liability,  loss, cost,
damage,  reasonable  attorneys' and accountants' fees and expenses,  court costs
and all other  out-of-pocket  expenses  incurred by the  Purchaser in connection
with or arising from (i) the execution,  delivery and performance by the Company
of  this  Agreement  and  each  of  the  other  Transaction  Documents  and  the
transactions  contemplated  thereby,  and (ii)  the  Purchaser's  role  with the
Company or such transactions,  in each case, except to the extent of any willful
misconduct or gross negligence of the indemnified  party.  This  indemnification
provision shall be in addition to the rights of the Purchaser to bring an action
against  the  Company  for breach of any term of this  Agreement  and any of the
other Transaction Documents.

          13.5   Survival  of   Representations   and   Warranties.   etc.   All
representations  and warranties  made in, pursuant to or in connection with this
Agreement   shall   survive  for  two  years   following   the   Closing   Date,
notwithstanding  any  investigation  at any  time  made by or on  behalf  of the
Purchaser,  and the sale and purchase of the Units and payment therefor; and all


                                       40
<PAGE>

statements  contained in any certificate,  instrument or other writing delivered
by or on behalf of the  Company  pursuant  hereto  or in  connection  with or in
contemplation  of  the  transactions   herein   contemplated   shall  constitute
representations and warranties by the Company hereunder.

          If this  Agreement is  terminated  and the  transactions  contemplated
hereby are not consummated as described above,  this Agreement shall become void
and of no further  force and effect.  None of the parties  hereto shall have any
liability in respect of a termination  of this  Agreement,  except to the extent
that failure to satisfy the  conditions  set forth in Sections  5.1, 5.2 and 5.3
results  from the  intentional  or  willful  violation  of the  representations,
warranties, covenants or agreements of such party under this Agreement.

          13.6  Severability.  Should any one or more of the  provisions of this
Agreement  or of any  agreement  entered  into  pursuant  to this  Agreement  be
determined  to be  illegal  or  unenforceable,  all  other  provisions  of  this
Agreement and of each other  agreement  entered into pursuant to this  Agreement
shall be given effect separately from the provision or provisions  determined to
be illegal or unenforceable and shall not be affected thereby.

          13.7  Parties  in  Interest.  All the  terms  and  provisions  of this
Agreement  shall be binding upon and inure to the benefit of and be  enforceable
by the respective  parties hereto,  the successors and assigns of the Purchasers
and the Company,  whether so expressed or not. This  Agreement  shall not run to
the benefit of or be enforceable by any other Person.

          13.8 Successors and Assigns.  Except as otherwise  expressly  provided
herein,  the  provisions  hereof  shall  inure to the benefit of, and be binding
upon,  the  successors,  assigns,  heirs,  executors and  administrators  of the
parties  hereto and shall  inure to the  benefit of and be  enforceable  by each
person  who  shall be a holder  of  shares of the  Preferred  Stock  and/or  the
Conversion Shares.

          13.9  Headings.  The headings of the Sections and  paragraphs  of this
Agreement  have been  inserted  for  convenience  of  reference  only and do not
constitute a part of this Agreement.

          13.10  Choice of Law.  It is the  intention  of the  parties  that the
internal  laws,  and not the laws of  conflicts,  of New York should  govern the
enforceability and validity of this Agreement, the construction of its terms and
the interpretation of the rights and duties of the parties.

          13.11 Expenses.  The Company agrees,  whether or not the  transactions
contemplated  hereby are  consummated,  to pay, and hold the Purchaser  harmless
from  liability  for the payment  of, all  expenses  reasonably  incurred by the
Purchaser in connection  with the preparation and negotiation of this Agreement,
and the other Transaction Documents,  the other supporting documents referred to
in  Section  5 of this  Agreement,  and  the  consummation  of the  transactions
contemplated hereby and thereby, in an amount not to exceed $[_____], including,
without limitation:

                    (i) the fees and  expenses of its  counsel and  accountants,
          and the Purchaser's out of pocket expenses, arising in connection with


                                       41
<PAGE>

          the  negotiation  and execution (as well as any costs  associated with
          due  diligence)  of  this  Agreement,   the  Restated  Certificate  of
          Incorporation and any other Transaction  Document and the consummation
          of the  transactions  contemplated  hereby in an amount  not to exceed
          $[________]  (the fees and  expenses  of such  counsel  may be paid by
          check  delivered to such counsel at the Closing by the Purchaser,  the
          amount of such check being  deducted from the  aggregate  amount to be
          paid by the  Purchaser at the Closing for the Units to be purchased by
          it hereunder);

                    (ii) the fees and  expenses  incurred  with  respect  to any
          amendments   to  this   Agreement,   the   Restated   Certificate   of
          Incorporation or any of the other  Transaction  Documents  proposed by
          the Company (whether or not the same become effective);

                    (iii) the fees and expenses  incurred in connection with any
          requested  waiver of the right of any holder of Preferred Stock or the
          consent of any holder of Preferred Stock to  contemplated  acts of the
          Company not otherwise permissible by the terms of this Agreement,  the
          Restated  Certificate of Incorporation or any of the other Transaction
          Documents;

                    (iv) stamp and other taxes,  excluding  income taxes,  which
          may be payable  with  respect to the  execution  and  delivery of this
          Agreement or the issuance,  delivery or  acquisition  of the Preferred
          Stock;

                    (v) all costs of the Company's  performance  and  compliance
          with this Agreement, the Restated Certificate of Incorporation and the
          other Transaction Documents; and

                    (vi) all costs in connection with the preparation of filings
          under the HSR Act, including the filing fee.

          13.12  Counterparts.  This  Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts,  with the
same  effect  as  if  all  parties  had  signed  the  same  document.  All  such
counterparts shall be deemed an original,  shall be construed together and shall
constitute one and the same instrument.

          13.13  Entire  Agreement.  This  Agreement  and the other  Transaction
Documents  contain the entire agreement among the parties hereto with respect to
the subject matter hereof and such  Agreement  supersedes and replaces all other
prior agreements,  written or oral,  including the Letter Agreement dated August
28, 2000, among the parties hereto with respect to the subject matter hereof.

          13.14 First Union Conversion.

               (a) At the Closing,  the Company shall,  at the election of First
Union and pursuant to the terms of the February 15, 2000  Conversion  Agreement,
between First Union Investors,  Inc. and Horizon Personal Communications,  Inc.,
and upon the  surrender  of the First  Union Note and PIK Notes to the  Company,
marked  "Cancelled",  and the execution of this Agreement by First Union,  issue
1,026,049 Units  (consisting of 1,026,049 shares of Series A Preferred Stock, of
1,584,505 shares of Series A-1 Preferred Stock) to First Union (the "FIRST UNION
CONVERSION"),  in full payment and  satisfaction of the First Union Note and the
PIK Notes.  The Units issued to First Union upon a First Union  Conversion shall
be  considered  to be  issued  pursuant  to the  terms  and  conditions  of this
Agreement,  and First Union shall be deemed a  "Purchaser"  for all  purposes of


                                       42
<PAGE>

this Agreement,  and shall be entitled to the benefits,  and bound by the terms,
of  this  Agreement  and  the  other  Transaction  Documents  as a  "Purchaser",
"Shareholder",  or "holder of Units" or "holder of Series A Preferred  Stock and
Series A-1 Preferred Stock", as the case may be.

               (b) From and after the  occurrence of the First Union  Conversion
until  the  consummation  of  a  Qualified  IPO,  the  Company  shall  invite  a
representative of First Union (the "FIRST UNION  REPRESENTATIVE")  to (i) attend
all meetings of its Board of Directors  (including  meetings of  committees  and
subcommittees  thereof)  in a  nonvoting  observer  capacity  and (ii) except as
otherwise provided herein, shall give the First Union  Representative  copies of
all  notices,  minutes,  consents  and other  material  that it  provides to its
directors.  All such  notices,  minutes,  consents and other  material  shall be
provided to the First Union Representative in as timely a manner as the same are
provided  to  the  Company's  directors.  The  First  Union  Representative  may
participate in discussions of matters brought to Board of Directors. First Union
agrees,  and will  cause the First  Union  Representative  to agree,  to hold in
confidence  and  trust  and not use or  disclose  any  confidential  information
provided to or learned by it in connection with its rights under this Agreement,
which agreements shall not be terminated by the consummation of a Qualified IPO;
provided,  however,  that the  Chairman of the Board of Directors of the Company
may, in the exercise of his good faith  business  judgment,  require (by written
notice,  setting forth the reasons  therefor) the First Union  Representative to
recuse  himself  from  meetings  or  discussions   dealing  with  any  financing
(including  the  Senior  Facility),  acquisition,  disposition,  merger or other
material transaction (a "RECUSAL MATTER");  provided, further, however, that the
Company shall,  within five (5) business days after such meeting or discussions,
deliver to the First Union  Representative  copies of resolutions adopted by the
Board in such meetings or discussions with respect to a Recusal Matter.





                                       43
<PAGE>




     IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase
Agreement to be duly executed as of the day and year first above written.

                              HORIZON PCS, INC.


                              By: /s/ William A. McKell
                                  ---------------------------------------------
                                  Name:  William A. McKell
                                  Title: Chairman of the Board,
                                         President, and Chief Executive Officer



<PAGE>


                             APOLLO INVESTMENT FUND IV, L.P.

                             By:  APOLLO ADVISORS IV, L.P.
                                  its general partner

                             By:  Apollo Capital Management IV, Inc.
                                  its general partner

                             By:  /s/ Robert Katz
                                  ---------------------------------------------
                                  Name: Robert Katz
                                  Title:  Vice President


                             APOLLO OVERSEAS PARTNERS IV, L.P.

                             By:  APOLLO ADVISORS IV, L.P.
                                  its managing general partner

                             By:  Apollo Capital Management IV, Inc.
                                  its general partner

                             By:  /s/ Robert Katz
                                  ---------------------------------------------
                                  Name:  Robert Katz
                                  Title: Vice President



<PAGE>


                              ARES LEVERAGED INVESTMENT FUND, L.P.

                              By:  Ares Management, L.P.
                                   its general partner

                             By:  /s/ Eric Beckman
                                  ---------------------------------------------
                                   Name:  Eric Beckman
                                   Title: Vice President

                                   Address for Notices:

                                   Ares Leveraged Investment Fund, L.P.
                                   c/o Ares Management, L.P.
                                   1999 Avenue of the Stars, Suite 1900
                                   Los Angeles, California  90067
                                   Attention: Eric Beckman
                                   Fax: (310) 201-4170




<PAGE>


                               ARES LEVERAGED INVESTMENT FUND II, L.P.


                               By:  Ares Management II, L.P.
                                    its general partner

                             By:  /s/ Eric Beckman
                                  ---------------------------------------------
                                   Name:  Eric Beckman
                                   Title: Vice President

                               Ares Leveraged Investment Fund II, L.P.
                               c/o Ares Management II, L.P.
                               1999 Avenue of the Stars, Suite 1900
                               Los Angeles, California  90067
                               Attention: Eric Beckman
                               Fax: (310) 201-4170




<PAGE>

                               FIRST UNION INVESTORS, INC.


                             By:  /s/ Pearce Landry
                                  ---------------------------------------------
                                   Name:  Pearce Landry
                                   Title: Vice President


                               Address for Notices:

                               First Union Capital Partners, LLC
                               One First Union Center
                               301 South College Street
                               5th Floor
                               Charlotte, NC 28288-0732
                               Attention:  John Burlingame
                               Fax:  (704) 374-3300

                               with a copy to:

                               Moore & Van Allen PLLC
                               100 North Tyron Street, Floor 47
                               Charlotte, NC  28202
                               Attention:  John S. Chinuntdet
                               Fax:  (704) 378-1950