WARRANT REGISTRATION RIGHTS AGREEMENT

                                 BY AND BETWEEN
                                HORIZON PCS, INC.
                                       AND

                          DONALDSON, LUFKIN & JENRETTE
                             SECURITIES CORPORATION

                                       AND

                          FIRST UNION SECURITIES, INC.

                         DATED AS OF SEPTEMBER 26, 2000




                    ----------------------------------------
               295,000 WARRANTS INITIALLY EXERCISABLE TO PURCHASE
                        3,805,500 SHARES OF COMMON STOCK
                    ----------------------------------------



<PAGE>

                      WARRANT REGISTRATION RIGHTS AGREEMENT

     This Warrant  Registration  Rights Agreement (this "AGREEMENT") is made and
entered  into as of  September  26, 2000,  by and between  Horizon PCS,  Inc., a
Delaware corporation (the "ISSUER"), and Donaldson, Lufkin & Jenrette Securities
Corporation and First Union Securities,  Inc. (the "INITIAL PURCHASERS"),  which
have agreed to purchase  the  warrants  (the  "WARRANTS")  of the Issuer  issued
pursuant to the Warrant Agreement (the "WARRANT  AGREEMENT")  between the Issuer
and Wells Fargo Bank  Minnesota,  National  Association,  as warrant  agent (the
"WARRANT AGENT").

     The Warrants are being issued and sold in connection with the offering (the
"OFFERING")  by the  Issuer of  295,000  Units  each  consisting  of (i)  $1,000
principal  amount at maturity of the Issuer's 14% Senior Discount Notes due 2010
(the "Notes") and (ii) one Warrant.  Each Warrant entitles the holder thereof to
purchase  12.90 shares of the Class A common stock,  $0.0001 par value  ("COMMON
STOCK"),  of the  Issuer,  subject  to  adjustment  as set forth in the  Warrant
Agreement.

     This Agreement is made pursuant to the Purchase Agreement,  dated September
19, 2000 (the "PURCHASE  AGREEMENT"),  by and among the Issuer, Horizon Personal
Communications,  Inc.,  Bright  Personal  Communications  Services,  LLC and the
Initial  Purchasers.  In order to induce the Initial  Purchasers to purchase the
Warrants,  the Issuer has 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 Warrant Agreement.

     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.

     BLACK OUT NOTICE: As defined in Section 4(b) hereof.

                                       1
<PAGE>

     BLACK OUT PERIOD:  As defined in Section 3(a) hereof.

     CLOSING DATE:  The date hereof.

     COMMISSION:  The Securities and Exchange Commission.

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

     EXPIRATION DATE: 5:00 p.m. New York City time on October 1, 2010.

     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.

     REGISTRATION  STATEMENT:  Any registration statement of the Issuer relating
to the registration for resale of Transfer  Restricted  Securities that is filed
pursuant to the  provisions  of this  Agreement  and  including  the  Prospectus
included   therein,   all  amendments   and   supplements   thereto   (including
post-effective  amendments)  and  all  exhibits  and  material  incorporated  by
reference therein.

     RULE 144: Rule 144 promulgated under the Act.

     TRANSFER RESTRICTED SECURITIES:  (a) Each Warrant and Warrant Share held by
an  Affiliate of the Issuer and (b) each other  Warrant and Warrant  Share until
the  earlier  to occur of (i) the date on which such  Warrant  or Warrant  Share
(other than any Warrant  Share issued upon  exercise of a Warrant in  accordance
with a  Registration  Statement)  has  been  disposed  of in  accordance  with a
Registration  Statement and (ii) the date on which such Warrant or Warrant Share
(or the related Warrant) is distributed to the public pursuant to Rule 144 under
the Act.

SECTION 2. HOLDERS

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

                                       2
<PAGE>

SECTION 3. SHELF REGISTRATION

     (a) Shelf Registration. The Issuer shall prepare and cause to be filed with
the  Commission  on or before 90 days from the Closing Date pursuant to Rule 415
under the  Securities  Act a  Registration  Statement  on the  appropriate  form
relating to resales of Transfer  Restricted  Securities by the Holders  thereof.
The Issuer  shall use its  reasonable  best  efforts  to cause the  Registration
Statement to be declared effective by the Commission on or before 180 days after
the Closing Date.

     To the  extent  necessary  to ensure  that the  Registration  Statement  is
available for sales of Transfer  Restricted  Securities  by the Holders  thereof
entitled  to the  benefit  of  this  Section  3(a),  the  Issuer  shall  use its
reasonable  best  efforts to keep any  Registration  Statement  required by this
Section  3(a)  continuously  effective,  supple  mented,  amended and current as
required  by and  subject  to the  provisions  of  Section  4(a)  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,  until
the  earlier of (A) the  Expiration  Date and (B) the first date as of which all
Warrants or Warrant  Shares  issuable  thereunder  have been sold by the Holders
thereof;  provided  that such  obligation  shall expire  before such date if the
Issuer  delivers to the Warrant Agent a written opinion of counsel to the Issuer
(which opinion of counsel shall be reasonably satisfactory to the Warrant Agent)
that all Holders  (other than  Affiliates of the Issuer) of Warrants and Warrant
Shares may resell the Warrants and the Warrant Shares without registration under
the Act and without  restriction as to the manner,  timing or volume of any such
sale; and provided,  further, that notwithstanding the foregoing,  any Affiliate
of the Issuer may,  with  notice to the  Issuer,  require the Issuer to keep the
Registration  Statement continuously effective for resales by such Affiliate for
so long as such  Affiliate  holds  Warrants or Warrant  Shares,  including  as a
result of any  market-making  activities  or other  trading  activities  of such
Affiliate.  Notwithstanding  the foregoing,  the Issuer shall not be required to
amend or supplement the Registration  Statement,  any related  prospectus or any
document incorporated therein by reference,  for a period (a "BLACK OUT PERIOD")
not to exceed,  for so long as this Agreement is in effect,  60 consecutive days
and no more than two times in any calendar  year, in the event that (i) an event
occurs and is continuing as a result of which the  Registration  Statement,  any
related  prospectus  or any document  incorporated  therein by reference as then
amended or supplemented  would, in the Issuer's good faith judgment,  contain an
untrue  statement of a material fact or omit 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,  and (ii)(A) the Issuer  determines in its


                                       3
<PAGE>

good faith  judgment that the disclosure of such event at such time would have a
material  adverse effect on the business,  operations or prospects of the Issuer
or (B) the disclosure otherwise relates to a material business transaction which
has not yet been publicly  disclosed;  provided that such Black Out Period shall
be  extended  for any  period,  not to  exceed  an  aggregate  of 45 days in any
calendar year,  during which the Commission is reviewing any proposed  amendment
or  supplement  to the  Registration  Statement,  any related  prospectus or any
document  incorporated  therein by reference which has been filed by the Issuer;
and  provided,  further,  that no Black Out Period  may be in effect  during the
three months prior to the Expiration Date.

     (b)  Provision by Holders of Certain  Information  in  Connection  with the
Registration  Statement. No Holder of Transfer Restricted Securities may include
any of its Transfer Restricted Securities in any Registration Statement pursuant
to this  Agreement  unless  and until  such  Holder  furnishes  to the Issuer 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  Registration  Statement or Prospectus or preliminary
Prospectus included therein.  No Holder of Transfer Restricted  Securities shall
be entitled to Liquidated Damages pursuant to Section 8 unless such Holder shall
have provided all such  information in the time period  specified  above and the
Company  shall have a period of five  Business Days after the end of such 20 day
period to  include  such  information  in any Shelf  Registration  Statement  or
Prospectus or  preliminary  Prospectus  included  therein.  Each selling  Holder
agrees to promptly furnish  additional  information  required to be disclosed in
order to make the information  previously furnished to the Issuer by such Holder
not materially misleading.

SECTION 4. REGISTRATION PROCEDURES

     (a)  In  connection  with  the  Registration   Statement  and  any  related
Prospectus required by this Agreement, the Issuer shall:

          (i) use its  reasonable  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 Issuer  pursuant to Section
     3(b)  hereof),  and pursuant  thereto the Issuer 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;

                                       4
<PAGE>

          (ii)  use  its  reasonable  best  efforts  to keep  such  Registration
     Statement  continuously  effective  and  provide  all  requisite  financial
     statements for the period  specified in Section 3 of this  Agreement.  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 to state any material fact  necessary to
     make the statements  therein, in the light of the circumstances under which
     they were made,  not  misleading  or (B) not to be effective and usable for
     resale of Transfer Restricted Securities during the period required by this
     Agreement,  the  Issuer  shall,  subject to Section  3(a),  file  promptly,
     subject to Section 4(a)(vi),  an appropriate amendment to such Registration
     Statement or a supplement to the  Prospectus,  as  applicable,  curing such
     defect,  and, in the case of an amendment,  use its reasonable best efforts
     to cause such amendment to be declared effective as soon as practicable;

          (iii)  prepare  and  file  with the  Commission  such  amendments  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;  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;

          (iv) advise the Holders named in any Shelf Registration  Statement and
     the Initial  Purchasers  promptly and, if requested by any of 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  amend ment
     thereto,  when the same has  become  effective,  (B) of any  request by the
     Commission  for amendments to the  Registration  Statement or amendments or
     supplements  to the  Prospectus  or  for  additional  information  relating
     thereto, (C) of the issuance by the Commission of any stop order suspending
     the effective ness of the  Registration  Statement  under the Act or of the
     suspension by any state securities  commission of the  qualification 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)


                                       5
<PAGE>

     of the  existence of any fact or the  happening of any event that makes any
     statement  of a  material  fact  made in the  Registration  Statement,  the
     Prospectus,   any   amendment  or   supplement   thereto  or  any  document
     incorporated  by reference  therein,  in light of the  circumstances  under
     which they were made,  untrue, or that requires the making of any additions
     to or changes in the Registration Statement in order to make the statements
     therein not misleading,  or that requires the making of any additions to or
     changes in the Prospectus in 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  Statement,  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 Issuer
     shall use its  reasonable  best efforts to obtain the withdrawal or lifting
     of such order at the earliest possible time;

          (v) subject to Section 4(a)(ii), if any fact or event contem plated by
     Section  4(a)(iv)(D)  hereof  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;

          (vi) furnish to the Holders named in any Shelf Registration  Statement
     and the Initial  Purchasers,  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 incorporated by reference after the initial filing
     of such  Registration  Statement),  which  documents will be subject to the
     review and comment of such  Persons,  if any, for a period of at least five
     Business Days, and the Issuer 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 any of such Persons shall reasonably object within five
     Business  Days after the receipt  thereof.  Such Persons shall be deemed to
     have  reasonably  objected to such filing if such  Registration  Statement,


                                       6
<PAGE>

     amendment,  Prospectus  or  supplement,  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, in the light of
     the  circumstances  under which they were made,  not misleading or fails to
     comply with the applicable requirements of the Act;

          (vii)  promptly  prior to the filing of any  document  (other than any
     document relative to the ordinary course of the Issuer's  business) that is
     to  be  incorporated   by  reference  into  a  Registration   Statement  or
     Prospectus,  provide  copies of such  document to the Holders  named in any
     Shelf Registration Statement and the Initial Purchasers,  make the Issuer's
     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  the  Initial  Purchasers  may
     reasonably request;

          (viii) make  available,  at reasonable  times,  for  inspection by the
     Holders  named  in  any  Shelf  Registration   Statement  and  the  Initial
     Purchasers  and any attorney or accountant  retained by such  Persons,  all
     financial and other records,  pertinent  corporate  documents of the Issuer
     and cause the  Issuer's  officers,  directors  and  employees to supply all
     information  reasonably  requested by the Initial  Purchasers,  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;

          (ix) if  requested  by the Holders  named in any Shelf  Registration
     Statement and the Initial Purchasers,  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   (the  "PLAN  OF
     DISTRIBUTION")  of the Transfer  Restricted  Securities  and the use of the
     Registration Statement or Prospectus for market-making activities; and make
     all  required  filings of such  Prospectus  supplement  or post-effective
     amendment  as soon as  practicable  after  the  Issuer is  notified  of the
     matters to be  included in such  Prospectus  supplement  or  post-effective
     amendment;

          (x) furnish to the  Initial  Purchasers  and each Holder  named in any
     Shelf  Registration  Statement upon request,  without charge,  at least one
     copy of the Registration Statement, as first filed with the Commission, and
     of  each  amendment  thereto,   including  all  documents  incorporated  by
     reference therein and all exhibits (excluding exhibits incorporated therein
     by reference);

                                       7
<PAGE>

          (xi)  deliver to the Initial  Purchasers  and each Holder named in any
     Shelf  Registration  Statement,  without  charge,  as  many  copies  of the
     Prospectus  (including  each  preliminary  prospectus) and any amendment or
     supplement  thereto as the Initial Purchasers or such Holder reasonably may
     request;  the Issuer hereby consents to the use (in accordance with law and
     subject to Section  4(d)  hereof) of the  Prospectus  and any  amendment or
     supplement  thereto by each selling Person in connection  with the offering
     and  the  sale  of  the  Transfer  Restricted  Securities  covered  by  the
     Prospectus  or any amendment or  supplement  thereto and all  market-making
     activities of the Initial Purchasers, as the case may be;

          (xii) upon the  request  of the  Initial  Purchasers,  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
     the Initial  Purchasers in connection  with any sale or resale  pursuant to
     any  applicable  Registration  Statement.  In such  connection,  the Issuer
     shall:

               (A) upon  request of the  Initial  Purchaser,  furnish (or in the
          case of  paragraphs  (2) and (3), use its  reasonable  best efforts to
          cause  to  be   furnished)   to  the  Initial   Purchaser,   upon  the
          effectiveness of the Registration Statement:

                    (1) a  certificate,  dated such date,  signed on behalf of
               the Issuer by (x) the  President or any Vice  President and (y) a
               principal   financial  or  accounting   officer  of  the  Issuer,
               confirming,  as of the date  thereof,  the  matters  set forth in
               Sections  6(dd)  (with  respect  to the  applicable  registration
               statement and  prospectus),  9(a) and 9(b) of the Purchase  Agree
               ment and such other  similar  matters  as such  Person may reason
               ably request;

                    (2) an  opinion,  dated  the  date of  effectiveness  of the
               Registration  Statement,  of  counsel  for  the  Issuer  covering
               matters  similar  to  those  set  forth in  Sections  9(e) of the
               Purchase   Agreement  and  such  other  matters  as  the  Initial
               Purchaser may reasonably  request,  and in any event  including a
               statement  to  the  effect that such  counsel has participated in



                                       8
<PAGE>

               conferences  with  officers  and  other  representatives  of  the
               Issuer, representatives of the independent public accountants for
               the Issuer and have considered the matters  required to be stated
               therein  and the  statements  contained  therein,  although  such
               counsel has not independently 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 statements of
               officers  and other  representatives  of the  Issuer) and without
               independent  check  or  verification,   no  facts  came  to  such
               counsel's  attention that caused such counsel to believe that the
               applicable Registra tion Statement, at the time such Registration
               Statement  or  any   post-effective   amendment   thereto  became
               effective  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 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 or fairness of the financial  statements,
               notes and  schedules  and other  financial  or  statistical  data
               included  in any  Registration  Statement  contemplated  by  this
               Agreement or the related Prospectus; and

                    (3)  a  customary  comfort  letter,   dated  the  date  of
               effectiveness  of the Registration  Statement,  from the Issuer's
               independent  accountants,  in the  customary  form  and  covering
               matters of the type  customarily  covered  in comfort  letters to
               underwriters  in  connection  with  underwritten  offerings,  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 Initial Purchaser to evidence  compliance
          with the  matters  covered in clause (A) above and with any  customary


                                       10
<PAGE>

          conditions  contained  in any  agreement  entered  into by the  Issuer
          pursuant to this clause;

          (xiii) 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  that the Issuer shall not 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;

          (xiv) 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 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;

          (xv) use its reasonable  best efforts to cause the  disposition of the
     Transfer Restricted Securities covered by the Registration  Statement to be
     registered  with  or  approved  by  such  other  governmental  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 (xiii) above;

          (xvi)  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  Warrant  Agent  or the
     Transfer Agent and Registrar for the Warrant  Shares,  as applicable,  with
     printed certificates for the Transfer Restricted  Securities which are in a
     form eligible for deposit with The Depository Trust Company;

          (xvii)  otherwise use its  reasonable  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


                                       10
<PAGE>

     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 Rule 158(c)  under the
     Act); and

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

     (b)  Restrictions  on  Holders.  Each  Holder  agrees by  acquisition  of a
Transfer Restricted Security and the Initial Purchasers agree that, upon receipt
of the notice from the Issuer of the commencement of a Black Out Period (in each
case, a "BLACK OUT NOTICE"),  such Person will forthwith discontinue disposition
of  Transfer  Restricted  Securities  pursuant  to the  applicable  Registration
Statement  until  such  Person  is  advised  in  writing  by the  Issuer  of the
termination  of the Black Out Period.  Each Person  receiving a Black Out Notice
hereby  agrees  that it will either (i)  destroy  any  Prospectuses,  other than
permanent file copies, then in such Person's possession which have been replaced
by the Issuer  with more  recently  dated  Prospectuses  or (ii)  deliver to the
Issuer (at the Issuer's  expense) all copies,  other than permanent file copies,
then in such  Person's  possession  of the  Prospectus  covering  such  Transfer
Restricted  Securities  that was current at the time of receipt of the Black Out
Notice.

SECTION 5. REGISTRATION EXPENSES

     All expenses  incident to the Issuer's  performance  of or compliance  with
this Agreement will be borne by the Issuer, 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 Prospectuses (whether for sales,  market-making or
otherwise),  messenger and delivery  services and  telephone;  (iv) all fees and
disbursements  of counsel for the Issuer;  (v) if the Common Stock shall then be
listed on any national  securities  exchange or automated  quotation system, all
application  and filing fees in  connection  with  listing  the  Warrant  Shares
thereon,  and (vi) all fees and  disbursements  of independent  certified public
accountants  of the Issuer  (including  the  expenses of any  special  audit and
comfort letters required by or incident to such performance).

     The Issuer  will,  in any event,  bear its  internal  expenses  (including,
without  limitation,  all salaries  and  expenses of its officers and  employees


                                       11
<PAGE>

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
Issuer.

SECTION 6. INDEMNIFICATION

     (a) The Issuer  agrees 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 reasonable 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 Issuer to
any Holder or any prospective  purchaser of Transfer Restricted  Securities,  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  Issuer by or on behalf of the  Holders,
provided  further,  that the Issuer  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  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 Issuer 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 Issuer, its 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  Issuer,  to the same extent as the
foregoing  indemnity from the Issuer set forth in Section 6(a) hereof,  but only
with  reference to information  relating to such Holder  furnished in writing to
the Issuer by or on behalf of such Holder  expressly for use in any Registration


                                       12
<PAGE>

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  6(a) or  6(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  6(a) and 6(b),  a Holder  shall not be required to assume the
defense of such action  pursuant to this Section 6(c),  but may employ  separate
counsel and  participate  in the defense  thereof,  but the fees and expenses of
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
one such counsel shall be at the expense of the  indemnified  party,  unless (i)
the  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 a
majority  of the  Holders,  in the case of the parties  indemnified  pursuant to
Section 6(a), and by the Issuer, in the case of parties indemnified  pursuant to


                                       13
<PAGE>

Section  6(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 6
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 Issuer, 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 6(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  6(d)(i)  hereof but also the relative
fault of the Issuer,  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 Issuer, 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 Issuer,  on the one hand, or by or on behalf of 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 amount  paid or payable by an  indemnified  party as a result of the losses,
claims,  damages,  liabilities or judgments referred to above shall be deemed to
include, subject to the limitations set forth in the second paragraph of Section
6(a),  any  legal  or  other  fees  or  expenses  reasonably  incurred  by  such


                                       14
<PAGE>

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.

     The Issuer and each Holder agree that it would not be just and equitable if
contribution  pursuant  to  this  Section  6(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.
Notwithstanding the provisions of this Section 6, 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  6(d) are  several in  proportion  to the  respective
principal amount of Transfer Restricted Securities held by each Holder hereunder
and not joint.

     (e) The Issuer agrees that the cross indemnity and contribution  provisions
of this Section 6 shall apply to the Initial  Purchasers to the same extent,  on
the same conditions, as it applies to Holders.

SECTION 7. RULE 144

     The Issuer agrees with each Holder, for so long as any Transfer  Restricted
Securities  remain  outstanding  and  during  any  period in which the Issuer is
subject to Section 13 or 15(d) of the Exchange Act, to make all filings required
thereby  in a  timely  manner  in  order  to  permit  resales  of such  Transfer
Restricted Securities pursuant to Rule 144.

SECTION 8. LIQUIDATED DAMAGES

     (a) Liquidated  Damages.  The Issuer and the Initial  Purchasers agree that
the Holders will suffer  damages if the Issuer fails to fulfill its  obligations
pursuant to Section 3 and 4 of this  Agreement and that it would not be possible
to  ascertain  the  extent of such  damages.  Accordingly,  in the event of such


                                       15
<PAGE>

failure by the Issuer to fulfill such  obligations,  the Issuer hereby agrees to
pay  liquidated  damages  ("LIQUIDATED   DAMAGES")  to  each  Holder  under  the
circumstances and to the extent set forth below:

          (i)  if the  Registration  Statement  has  not  been  filed  with  the
     Commission within 90 days after the Closing Date;

          (ii) if the Registration  Statement has not been declared effective by
     the Commission within 180 days after the Closing Date; or

          (iii) if the Registration Statement has been declared effective by the
     Commission and such Registration Statement ceases to be effective or usable
     at any time after the expiration of a Black Out Period until the earlier of
     (A) the  Expiration  Date and (B) the first  date as of which all  Warrants
     have been exercised by the Holders  thereof (the  "EFFECTIVENESS  PERIOD"),
     without being  succeeded on the same day  immediately  by a  post-effective
     amendment to such  Registration  Statement that cures such failure and that
     is itself  immediately  declared  effective  on the same  day,  (any of the
     foregoing, a "REGISTRATION DEFAULT");

then the Issuer shall pay  Liquidated  Damages to each Holder in an amount equal
to $0.03 per week per  Warrant  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. This amount
will increase by an  additional  $0.02 per week per Warrant with respect to each
subsequent 90-day period, up to a maximum amount of Liquidated  Damages equal to
$0.07 per week per Warrant.  The provision for Liquidated  Damages will continue
until such Registration  Default has been cured. The Issuer will not be required
to pay Liquidated  Damages for more than one  Registration  Default at any given
time. A  Registration  Default under clause (i) above shall be cured on the date
that the  Registration  Statement is filed with the  Commission;  a Registration
Default under clause (ii) above shall be cured on the date that the Registration
Statement is declared effective by the Commission;  a Registration Default under
clause  (iii) above shall be cured on the earlier of (A) the date that the post-
effective  amendment  curing the  deficiency  in the  Registration  Statement is
declared effective or (B) the Effectiveness Period expires.  Notwithstanding the
foregoing,  the  Issuer  shall  not be  deemed to have  failed  to  perform  its
obligations  under  clauses (i) through (iii) above by the reason of the failure
of any Holder to provide  information  regarding itself reasonably  requested by
the Issuer or any regulatory agency having  jurisdiction over any of the Holders
at least 10 business days prior to a Registration Default.

                                       16
<PAGE>

     (b) Payment of  Liquidated  Damages.  The Issuer  shall  notify the Warrant
Agent within one Business Day after each and every date on which a  Registration
Default occurs (an "EVENT DATE").  Liquidated Damages shall accrue from the most
recent  date to which  Liquidated  Damages  have been paid or, if no  Liquidated
Damages have been paid, from the date hereof.  Liquidated  Damages accrued as of
April 1 or  October 1 of each year (each a  "PAYMENT  DATE")  will be payable on
such Payment Date.  The Issuer shall pay  Liquidated  Damages on the  applicable
Payment Date to the Persons who are Holders of Warrants at the close of business
on March 15 or September 15 next preceding the Payment Date.  Liquidated Damages
shall be  payable at the  office of the  Warrant  Agent or, at the option of the
Issuer, payment of Liquidated Damages may be made by check mailed to the Holders
at their  addresses set forth in the register of Holders,  provided that payment
by wire transfer of immediately  available  funds shall be required with respect
to the  Liquidated  Damages on all  Warrants  the  Holders  of which  shall have
provided written wire transfer instructions to the Issuer and the Warrant Agent.
Such payment  shall be in such coin or currency of the United  States of America
as at the time of payment  is legal  tender  for  payment of public and  private
debts.

SECTION 9. MISCELLANEOUS

     (a) Remedies.  The Issuer  acknowledges  and agrees that any failure by the
Issuer to comply  with its  obligations  under  Section 3 hereof  may  result in
material  irreparable  injury to the Initial  Purchaser 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 Purchaser or any Holder may obtain such relief as may be required to
specifically enforce the Issuer's obligations under Section 3 hereof. The Issuer
further agrees to waive the defense in any action for specific  performance that
a remedy at law would be adequate.

     (b) No Inconsistent  Agreements.  The Issuer will not, 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 set forth in the
Offering  Memorandum,  the Issuer has not 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  Issuer's
securities under any agreement in effect on the date hereof.

     (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 this Section


                                       17
<PAGE>

9(c)(i),  the  Issuer  has  obtained  the  written  consent  of  Holders  of all
outstanding  Transfer Restricted  Securities,  and (ii) in the case of all other
provisions  hereof,  the Issuer 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 Issuer or its Affiliates);
provided that this Agreement may be amended without the consent of any Holder in
order to cure any ambiguity or to correct or supplement any provision  contained
herein which may be defective or inconsistent  with any other provision  herein,
or to make any other  provisions  in  regard to  matters  or  questions  arising
hereunder  which the Issuer may deem  necessary or desirable and which shall not
in any way adversely affect any Holder.

     (d) Third Party Beneficiary. The Holders shall be third party beneficiaries
to the agreements  granting rights to Holders made hereunder between the Issuer,
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 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
     Warrant Agent, with a copy to the Warrant Agent; and

          (ii) if to the Issuer:

               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.

                                       18
<PAGE>

     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 guaranteeing overnight delivery.

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

     (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  Warrant
Agreement.  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 forth in this Agreement and, if applicable, the Purchase Agreement or
Warrant  Agreement,  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.

                                       19
<PAGE>

     (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.


                  [remainder of page intentionally left blank]





                                       20
<PAGE>

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

                                         HORIZON PCS,  INC.


                                         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


FIRST UNION  SECURITIES, INC.


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




                                       21