A/B EXCHANGE
                          REGISTRATION RIGHTS AGREEMENT


                                  BY AND AMONG

                                HORIZON PCS, INC.

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

                                       AND

                          DONALDSON, LUFKIN & JENRETTE
                             SECURITIES CORPORATION

                                       AND

                          FIRST UNION SECURITIES, INC.


                         DATED AS OF SEPTEMBER 26, 2000




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                          REGISTRATION RIGHTS AGREEMENT


          This  Registration  Rights  Agreement  (this  "AGREEMENT") is made and
entered  into as of  September  26,  2000,  by and among  Horizon  PCS,  Inc., a
Delaware corporation (the "COMPANY"), Horizon Personal Communications,  Inc., an
Ohio corporation and wholly-owned  subsidiary of the Company ("PERCOM"),  Bright
Personal  Communications  Services,  LLC, an Ohio limited  liability company and
wholly-owned  subsidiary of the Company ("BRIGHT" and, together with PerCom, the
"GUARANTORS"),  and Donaldson,  Lufkin & Jenrette Securities Corporation ("DLJ")
and First Union Securities, Inc. (collectively,  the "INITIAL PURCHASERS"),  who
have agreed to purchase the Company's  Units (the "UNITS")  which consist of the
Company's 14% Senior Discount Notes due 2010 (the "INITIAL  NOTES") and warrants
(the "WARRANTS") to purchase Class A common stock,  $0.0001 par value per share,
of the Company pursuant to the Purchase Agreement (as defined below).

          This  Agreement  is made  pursuant to the  Purchase  Agreement,  dated
September 19, 2000 (the  "PURCHASE  AGREEMENT"),  by and among the Company,  the
Guarantors and the Initial Purchasers. In order to induce the Initial Purchasers
to purchase the Units, the Company and the Guarantors have agreed to provide the
registration  rights set forth in this Agreement.  The execution and delivery of
this Agreement is a condition to the  obligations of the Initial  Purchasers set
forth in Section 9 of the Purchase Agreement.  Capitalized terms used herein and
not otherwise  defined shall have the meaning assigned to them in the Indenture,
dated  September 26, 2000,  between the Company,  the Guarantors and Wells Fargo
Bank Minnesota,  National Association, as Trustee, relating to the Initial Notes
and the Exchange Notes (the "INDENTURE").

          The parties hereby agree as follows:

SECTION 1. DEFINITIONS

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

          ACT: The Securities Act of 1933, as amended.

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

          BROKER-DEALER: Any broker or dealer registered under the Exchange Act.


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          CERTIFICATED   SECURITIES:   Definitive   Notes,  as  defined  in  the
Indenture.

          CLOSING DATE: The date hereof.

          COMMISSION: The Securities and Exchange Commission.

          CONSUMMATE:  An  Exchange  Offer  shall be  deemed  "Consummated"  for
purposes  of  this   Agreement  upon  the  occurrence  of  (a)  the  filing  and
effectiveness  under  the  Act  of the  Exchange  Offer  Registration  Statement
relating  to the  Exchange  Notes to be issued in the  Exchange  Offer,  (b) the
maintenance  of such  Exchange  Offer  Registration  Statement  as  continuously
effective and the keeping of the Exchange  Offer open for a period not less than
the period required  pursuant to Section 3(b) hereof and (c) the delivery by the
Company to the  Registrar  under the  Indenture  of  Exchange  Notes in the same
aggregate  principal  amount at maturity as the  aggregate  principal  amount at
maturity of Initial Notes tendered by Holders  thereof  pursuant to the Exchange
Offer.

          CONSUMMATION DEADLINE: As defined in Section 3(b) hereof.

          EFFECTIVENESS  DEADLINE:  As defined in Sections 3(a) and 4(a) hereof.

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

          EXCHANGE NOTES: The Company's 14% Senior Discount Notes due 2010 to be
issued  pursuant  to the  Indenture:  (i) in  the  Exchange  Offer  or  (ii)  as
contemplated by Section 4 hereof.

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

          EXCHANGE OFFER  REGISTRATION  STATEMENT:  The  Registration  Statement
relating to the Exchange Offer, including the related Prospectus.

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

          FILING DEADLINE: As defined in Sections 3(a) and 4(a) hereof.

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          HOLDERS: As defined in Section 2 hereof.

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

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

          RECOMMENCEMENT DATE: As defined in Section 6(d) hereof.

          REGISTRATION DEFAULT: As defined in Section 5 hereof.

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

          REGULATION S: Regulation S promulgated under the Act.

          RULE 144: Rule 144 promulgated under the Act.

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

          SUSPENSION NOTICE: As defined in Section 6(d) hereof.

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

          TRANSFER RESTRICTED SECURITIES:  Each Initial Note, until the earliest
to occur of (a) the date on which such Initial Note is exchanged in the Exchange
Offer for an  Exchange  Note which is entitled to be resold to the public by the
Holder thereof without  complying with the prospectus  delivery  requirements of


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the Act,  (b) the date on  which  such  Initial  Note  has been  disposed  of in
accordance with a Shelf Registration  Statement (and the purchasers thereof have
been  issued  Exchange  Notes),  or (c) the date on which such  Initial  Note is
distributed  to the public  pursuant  to Rule 144 under the Act (and  purchasers
thereof have been issued  Exchange  Notes) and each Exchange Note until the date
on which such  Exchange Note is disposed of by a  Broker-Dealer  pursuant to the
"Plan of Distribution" contemplated by the Exchange Offer Registration Statement
(including the delivery of the Prospectus contained therein).

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

SECTION 2. HOLDERS

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

SECTION 3. REGISTERED EXCHANGE OFFER

          (a) Unless the Exchange  Offer shall not be  permitted  by  applicable
federal law (after the procedures  set forth in Section  6(a)(i) below have been
complied  with),  the Company and the  Guarantors  shall (i) cause the  Exchange
Offer  Registration  Statement  to be  filed  with  the  Commission  as  soon as
practicable after the Closing Date, but in no event later than 90 days after the
Closing Date (such day being the "FILING  DEADLINE"),  (ii) use their reasonable
best  efforts to cause such  Exchange  Offer  Registration  Statement  to become
effective  at the earliest  possible  time,  but in no event later  than180 days
after the  Closing  Date (such  180th day being the  "EFFECTIVENESS  DEADLINE"),
(iii) in connection with the foregoing, (A) file all pre-effective amendments to
such Exchange Offer Registration Statement as may be necessary in order to cause
it to become effective, (B) file, if applicable, a prospectus supplement to such
Exchange Offer  Registration  Statement  pursuant to Rule 430A under the Act and
(C) cause all necessary filings, if any, in connection with the registration and
qualification  of the Exchange  Notes to be made under the Blue Sky laws of such
jurisdictions as are necessary to permit Consummation of the Exchange Offer, and
(iv) upon the effective  ness of such  Exchange  Offer  Registration  Statement,
commence and Consummate the Exchange  Offer.  The Exchange Offer shall be on the
appropriate form permitting (i) registration of the Exchange Notes to be offered
in exchange for the Initial Notes that are Transfer  Restricted  Securities  and
(ii) resales of Exchange Notes by Broker-Dealers that tendered into the Exchange
Offer  Initial  Notes that any  Broker-Dealer  acquired for its own account as a


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result of market  making  activities  or other  trading  activities  (other than
Initial Notes  acquired  directly from the Company or any of its  Affiliates) as
contemplated by Section 3(c) below.

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

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

          Because such Broker-Dealer may be deemed to be an "underwriter" within
the meaning of the Act and must,  therefore,  deliver a  prospectus  meeting the
requirements  of the Act in  connection  with its initial  sale of any  Exchange
Notes received by such  Broker-Dealer in the Exchange Offer, the Company and the
Guarantors  shall  permit the use of the  Prospectus  contained  in the Exchange
Offer  Registration  Statement by such  Broker-Dealer to satisfy such prospectus
delivery  requirement.  To the extent  necessary  to ensure that the  prospectus
contained in the Exchange Offer Registration Statement is available for sales of
Exchange Notes by  Broker-Dealers,  the Company and the Guarantors  agree to use
their respective best efforts to keep the Exchange Offer Registration  Statement
continuously  effective,  supplemented,  amended  and current as required by and


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subject to the provisions of Sections 6(a) and (c) hereof and in conformity with
the  requirements  of  this  Agreement,  the Act and  the  policies,  rules  and
regulations  of the  Commission as announced  from time to time, for a period of
one year from the Consummation Deadline or such shorter period as will terminate
when all Transfer Restricted  Securities covered by such Registration  Statement
have been sold pursuant  thereto.  The Company and the Guarantors  shall provide
sufficient   copies  of  the  latest   version  of  such   Prospectus   to  such
Broker-Dealers,  promptly upon request, and in no event later than one day after
such request, at any time during such period.

SECTION 4. SHELF REGISTRATION

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

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

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

          If,  after  the  Company  has  filed an  Exchange  Offer  Registration
Statement that satisfies the  requirements of Section 3(a) above, the Company is


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

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

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

SECTION 5. LIQUIDATED DAMAGES

          If (i) any  Registration  Statement  required by this Agreement is not
filed with the Commission on or prior to the applicable  Filing  Deadline,  (ii)
any  such  Registration  Statement  has  not  been  declared  effective  by  the
Commission  on or prior to the  applicable  Effectiveness  Deadline,  (iii)  the
Exchange Offer has not been Consummated on or prior to the Consummation Deadline


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or (iv) any  Registration  Statement  required  by this  Agreement  is filed and
declared  effective  but shall  thereafter  cease to be  effective or fail to be
usable for its intended  purpose  during the required time period  without being
succeeded  within  two  Business  Days  by a  post-effective  amendment  to such
Registration  Statement  that cures  such  failure  and that is itself  declared
effective within seven Business Days of filing such post-effective  amendment to
such Registration  Statement (each such event referred to in clauses (i) through
(iv), a  "REGISTRATION  DEFAULT"),  then the Company and the  Guarantors  hereby
jointly  and  severally  agree  to pay to each  Holder  of  Transfer  Restricted
Securities  affected thereby  liquidated damages in an amount equal to $0.05 per
week  per  $1,000  in  principal  amount  at  maturity  of  Transfer  Restricted
Securities  held by such  Holder  for  each  week or  portion  thereof  that the
Registration Default continues for the first 90-day period immediately following
the  occurrence  of such  Registration  Default.  The  amount of the  liquidated
damages shall  increase by an additional  $0.05 per week per $1,000 in principal
amount at  maturity  of  Transfer  Restricted  Securities  with  respect to each
subsequent 90-day period until all Registration  Defaults have been cured, up to
a maximum amount of liquidated damages of $0.50 per week per $1,000 in principal
amount at maturity of Transfer Restricted Securities;  provided that the Company
and the Guarantors  shall in no event be required to pay liquidated  damages for
more than one Registration Default at any given time.  Notwithstanding  anything
to the  contrary  set  forth  herein,  (1) upon  filing  of the  Exchange  Offer
Registration   Statement   (and/or,   if  applicable,   the  Shelf  Registration
Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange
Offer  Registration  Statement  (and/or,  if applicable,  the Shelf Registration
Statement),  in the case of (ii) above,  (3) upon  Consummation  of the Exchange
Offer,  in the case of (iii) above,  or (4) upon the filing of a  post-effective
amendment to the Registration Statement or an additional  Registration Statement
that causes the Exchange Offer Registration  Statement  (and/or,  if applicable,
the Shelf Registration  Statement) to again be declared effective or made usable
in the case of (iv) above,  the liquidated  damages  payable with respect to the
Transfer  Restricted  Securities as a result of such clause (i), (ii),  (iii) or
(iv), as applicable, shall cease.

          All accrued  liquidated  damages shall be paid to the Holders entitled
thereto, in the manner provided for the payment of interest in the Indenture, on
each  Interest  Payment  Date,  as more fully set forth in the Indenture and the
Notes. Notwithstanding the fact that any securities for which liquidated damages
are due cease to be  Transfer  Restricted  Securities,  all  obligations  of the
Company and the Guarantors to pay liquidated  damages with respect to securities
shall  survive  until  such  time  as  such  obligations  with  respect  to such
securities shall have been satisfied in full.

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SECTION 6. REGISTRATION PROCEDURES

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

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

                    (ii) As a condition  to its  participation  in the  Exchange
          Offer,  each  Holder of  Transfer  Restricted  Securities  (including,
          without limitation,  any Holder who is a Broker Dealer) shall furnish,
          upon the  request of the  Company,  prior to the  Consummation  of the
          Exchange  Offer,  a  written  representation  to the  Company  and the
          Guarantors  (which  may be  contained  in the  letter  of  transmittal
          contemplated  by the Exchange  Offer  Registration  Statement)  to the
          effect that (A) it is not an Affiliate  of the Company,  (B) it is not


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          engaged  in, and does not intend to engage in, and has no  arrangement
          or understanding  with any person to participate in, a distribution of
          the Exchange  Notes to be issued in the  Exchange  Offer and (C) it is
          acquiring the Exchange Notes in its ordinary course of business.  As a
          condition to its participation in the Exchange Offer each Holder using
          the Exchange Offer to  participate  in a distribution  of the Exchange
          Notes shall acknowledge and agree that, if the resales are of Exchange
          Notes  obtained by such Holder in exchange for Initial Notes  acquired
          directly from the Company or an Affiliate  thereof,  it (1) could not,
          under  Commission  policy as in effect on the date of this  Agreement,
          rely on the position of the  Commission  enunciated in Morgan  Stanley
          and Co.,  Inc.  (available  June 5, 1991) and Exxon  Capital  Holdings
          Corporation   (available   May  13,  1988),   as  interpreted  in  the
          Commission's  letter to  Shearman & Sterling  dated July 2, 1993,  and
          similar no-action  letters  (including,  if applicable,  any no-action
          letter  obtained  pursuant to clause (i)  above),  and (2) must comply
          with the registration and prospectus delivery  requirements of the Act
          in  connection  with a secondary  resale  transaction  and that such a
          secondary   resale   transaction  must  be  covered  by  an  effective
          registration   statement   containing  the  selling   security  holder
          information required by Item 507 or 508, as applicable,  of Regulation
          S-K.

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


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          Commission as set forth in any no-action  letter obtained  pursuant to
          clause (i) above, if applica ble.

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

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

                    (ii) issue,  upon the request of any Holder or  purchaser(s)
          of Initial Notes covered by any Shelf  Registration  Statement  contem
          plated by this Agreement, Exchange Notes having an aggregate principal
          amount equal to the aggregate  principal  amount of Initial Notes sold
          pursuant to the Shelf  Registration  Statement and  surrendered to the
          Company for cancellation; the Company shall register Exchange Notes on
          the  Shelf  Registration  Statement  for this  purpose  and  issue the
          Exchange Notes to the purchaser(s) of securities  subject to the Shelf
          Registration  Statement  in  the  names  as  such  purchaser(s)  shall
          designate.

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

                    (i) use their  respective best efforts to keep such Registra
          tion  Statement  continuously  effective  and  provide  all  requisite
          financial  statements  for the period  specified  in Section 3 or 4 of
          this Agreement,  as applicable.  Upon the occurrence of any event that
          would  cause  any  such  Registration   Statement  or  the  Prospectus
          contained  therein (A) to contain an untrue statement of material fact
          or omit


                                       11
<PAGE>

          to state any material fact  necessary to make the  statements  therein
          not  misleading  or (B) not to be  effective  and usable for resale of
          Transfer  Restricted  Securities  during the period  required  by this
          Agreement, the Company and the Guarantors shall file promptly, subject
          to Section  6(c)(5),  an  appropriate  amendment to such  Registration
          Statement curing such defect,  and, if Commission  review is required,
          use their  respective  best  efforts  to cause  such  amendment  to be
          declared effective as soon as practicable.

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

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


                                       12
<PAGE>

          order  to  make  the   statements   therein,   in  the  light  of  the
          circumstances  under which they were made, not  misleading.  If at any
          time  the  Commission  shall  issue  any  stop  order  suspending  the
          effectiveness of the Registration  State ment, or any state securities
          commission  or  other  regulatory   authority  shall  issue  an  order
          suspending the  qualification  or exemption from  qualification of the
          Transfer  Restricted  Securities  under state  securities  or Blue Sky
          laws, the Company and the Guarantors  shall use their  respective best
          efforts  to obtain  the  withdrawal  or  lifting  of such order at the
          earliest possible time;

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

                    (v)  furnish to each Holder and the  Initial  Purchasers  in
          connection  with such exchange or sale, if any, before filing with the
          Commission,  copies of any  Registration  Statement or any  Prospectus
          included  therein  or  any  amendments  or  supplements  to  any  such
          Registration  Statement or Prospectus (including all documents incorpo
          rated by  reference  after the  initial  filing  of such  Registration
          Statement),  which documents will be subject to the review and comment
          of such Persons in connection  with such sale, if any, for a period of
          at least five  Business  Days,  and the Company will not file any such
          Registration Statement or Prospectus or any amendment or supplement to
          any such  Registration  Statement or  Prospectus  (including  all such
          documents  incorporated  by  reference)  to which such  Persons  shall
          reasonably object within five Business Days after the receipt thereof.
          Any of such  Persons  shall be deemed to have  reasonably  objected to
          such filing if such Registration Statement,  amendment,  Prospectus or
          supplement,


                                       13
<PAGE>

          as applicable,  as proposed to be filed,  contains an untrue statement
          of a material  fact or omits to state any material  fact  necessary to
          make the statements therein not misleading or fails to comply with the
          applicable requirements of the Act;

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

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

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

                    (ix)  furnish to each Holder and the Initial  Purchasers  in
          connection with such exchange or sale,  without  charge,  at least one
          copy  of  the  Registration   Statement,   as  first  filed  with  the
          Commission, and of each amendment


                                       14
<PAGE>

          thereto, including all documents incorporated by reference therein and
          all exhibits (including exhibits incorporated therein by reference);

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

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

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

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

                                        (2) an opinion, dated the date of Consum
                              mation  of  the  Exchange  Offer  or the  date  of


                                       15
<PAGE>

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


                                       16
<PAGE>

                              or fairness of the financial statements, notes and
                              schedules and other financial data included in any
                              Registration   Statement   contemplated   by  this
                              Agreement or the related Prospectus; and

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

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

                    (xii) prior to any public  offering  of Transfer  Restricted
          Securities,  cooperate  with the selling  Holders and their counsel in
          connection with the  registration  and  qualification  of the Transfer
          Restricted  Securities  under the  securities or Blue Sky laws of such
          jurisdictions  as the  selling  Holders may request and do any and all
          other acts or things  necessary or advisable to enable the disposition
          in such jurisdictions of the Transfer Restricted Securities covered by
          the applicable Registration Statement; provided, however, that neither
          the Company nor any Guarantor shall be required to register or qualify
          as a foreign  corporation  where it is not now so qualified or to take
          any action that would subject it to the service of process in suits or
          to taxation, other than as to matters and transactions relating to the
          Registration  Statement,  in any  jurisdiction  where it is not now so
          subject;

                    (xiii) in  connection  with any sale of Transfer  Restricted
          Securities  that  will  result  in such  securities  no  longer  being
          Transfer  Restricted   Securities,   cooperate  with  the  Holders  to
          facilitate  the  timely   preparation  and  delivery  of  certificates
          representing Transfer Restricted Securities to be sold and not bearing
          any  restrictive  legends;  and to register such  Transfer  Restricted
          Securities


                                       17
<PAGE>

          in such  denominations  and such  names  as the  selling  Holders  may
          request  at least two  Business  Days  prior to such sale of  Transfer
          Restricted Securities;

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

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

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

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

                                       18
<PAGE>

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

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

SECTION 7. REGISTRATION EXPENSES

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

                                       19
<PAGE>

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

          (b) In connection  with any  Registration  Statement  required by this
Agreement  (including,  without  limitation,  the  Exchange  Offer  Registration
Statement and the Shelf Registration Statement),  the Company and the Guarantors
will  reimburse the Initial  Purchasers  and the Holders of Transfer  Restricted
Securities who are tendering  Initial Notes in the Exchange Offer and/or selling
or  reselling  Initial  Notes  or  Exchange  Notes  pursuant  to  the  "Plan  of
Distribution"  contained in the  Exchange  Offer  Registration  Statement or the
Shelf  Registration  Statement,  as  applicable,  for the  reasonable  fees  and
disbursements of not more than one counsel,  who shall be Skadden,  Arps, Slate,
Meagher & Flom (Illinois), unless another firm shall be chosen by the Holders of
a majority in principal amount of the Transfer  Restricted  Securities for whose
benefit such Registration Statement is being prepared.

SECTION 8. INDEMNIFICATION

          (a) The Company and the Guarantors  agree,  jointly and severally,  to
indemnify  and hold  harmless  each  Holder,  its  directors,  officers and each
Person,  if any, who controls  such Holder  (within the meaning of Section 15 of
the Act or Section 20 of the Exchange Act), from and against any and all losses,
claims,  damages,  liabilities,  judgments,  (including without limitation,  any
legal or other expenses  incurred in connection with  investigating or defending
any  matter,  including  any action  that  could  give rise to any such  losses,
claims,  damages,  liabilities or judgments)  caused by any untrue  statement or
alleged  untrue  statement  of a material  fact  contained  in any  Registration
Statement,  preliminary prospectus or Prospectus (or any amendment or supplement
thereto)  provided by the Company to any Holder or any prospective  purchaser of
Exchange Notes or registered Initial Notes, or caused by any omission or alleged
omission  to state  therein a material  fact  required  to be stated  therein or
necessary to make the statements therein not misleading,  except insofar as such
losses,  claims,  damages,  liabilities  or  judgments  are  caused by an untrue
statement or omission or alleged untrue statement or omission that is based upon
information  relating to any of the Holders  furnished in writing to the Company
by any of the Holders,  provided  further,  that the Company and the  Guarantors
shall not be liable to any Holder or any of such  Holder's  directors,  officers
and Persons  controlling such Holder with respect to any preliminary  prospectus


                                       20
<PAGE>

to the extent that any such losses, claims, damages, liabilities or judgments of
such Person  results  proximately  and primarily  from the fact that such Person
sold  Transfer  Restricted  Securities  to a second Person to whom there was not
sent or given, at or before the written confirmation of such sale, a copy of the
Prospectus  (excluding  documents  incorporated by reference) if the Company has
previously furnished copies thereof to such first Person in compliance with this
Agreement  and the losses,  claims,  damages,  liabilities  or judgments of such
first Person  results  proximately  and  primarily  from an untrue  statement or
omission of a material fact contained in such  preliminary  prospectus which was
corrected in the Prospectus (or the Prospectus as then amended or supplemented).

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

          (c) In case any  action  shall be  commenced  involving  any person in
respect of which  indemnity may be sought  pursuant to Section 8(a) or 8(b) (the
"INDEMNIFIED  PARTY"),  the  indemnified  party shall promptly notify the person
against whom such indemnity may be sought (the "INDEMNIFYING  PARTY") in writing
and the  indemnifying  party shall assume the defense of such action,  including
the employment of counsel  reasonably  satisfactory to the indemnified party and
the payment of all fees and expenses of such counsel,  as incurred  (except that
in the case of any action in respect of which  indemnity may be sought  pursuant
to both  Sections  8(a) and 8(b),  a Holder  shall not be required to assume the
defense of such action  pursuant to this Section 8(c),  but may employ  separate
counsel and participate in the defense thereof, but the fees and expenses of one
such counsel,  except as provided below, shall be at the expense of the Holder).
Any  indemnified  party shall have the right to employ  separate  counsel in any
such action and participate in the defense thereof, but the fees and expenses of
such  counsel  shall be at the expense of the  indemnified  party unless (i) the


                                       21
<PAGE>

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

          (d) To the  extent  that  the  indemnification  provided  for in  this
Section 8 is  unavailable  to an  indemnified  party in respect  of any  losses,
claims,  damages,  liabilities  or  judgments  referred  to  herein,  then  each
indemnifying  party,  in lieu of  indemnifying  such  indemnified  party,  shall
contribute to the amount paid or payable by such  indemnified  party as a result
of such losses, claims, damages, liabilities or judgments (i) in such proportion
as is appropriate to reflect the relative  benefits  received by the Company and


                                       22
<PAGE>

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

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

                                       23
<PAGE>

SECTION 9. UNDERWRITTEN REGISTRATIONS

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

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

SECTION 10. MISCELLANEOUS

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

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

                                       24
<PAGE>

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

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

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

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

                                       25
<PAGE>

                    (ii) if to the Company or the Guarantors:

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

                         With a copy to:

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

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

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

          (f) Successors and Assigns.  This Agreement shall inure to the benefit
of and be  binding  upon the  successors  and  assigns  of each of the  parties,
including  without  limitation  and without the need for an express  assignment,
subsequent Holders;  provided, that nothing herein shall be deemed to permit any
assignment,  transfer or other disposition of Transfer Restricted  Securities in
violation of the terms hereof or of the Purchase Agreement or the Indenture.  If
any transferee of any Holder shall acquire Transfer Restricted Securities in any
manner,  whether by  operation of law or  otherwise,  such  Transfer  Restricted
Securities  shall be held subject to all of the terms of this Agreement,  and by
taking and holding  such  Transfer  Restricted  Securities  such Person shall be
conclusively  deemed  to have  agreed to be bound by and to  perform  all of the
terms and provisions of this Agreement, including the restrictions on resale set


                                       26
<PAGE>

forth in this Agreement and, if applicable, the Purchase Agreement or Indenture,
as the case may be, and such Person  shall be  entitled to receive the  benefits
hereof.

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

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

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

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

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

                                       27
<PAGE>
          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                Very truly yours,

                                HORIZON PCS, INC.


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

                                HORIZON PERSONAL COMMUNICATIONS, INC.


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


                                BRIGHT PERSONAL COMMUNICATIONS SERVICES, LLC


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


DONALDSON, LUFKIN & JENRETTE
   SECURITIES CORPORATION


By:  /s/ Stanley W. Holtz
   ------------------------------
   Name:  Stanley W. Holtz
   Title: Senior Vice President


<PAGE>


FIRST UNION  SECURITIES, INC.


By:  /s/ John J. Braden
   -------------------------------
   Name:  John J. Braden
   Title: Managing Director