REGISTRATION RIGHTS AGREEMENT


         THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made as of the
26th day of  September,  2000,  by and  among  Horizon  PCS,  Inc.,  a  Delaware
corporation ("Horizon"), and APOLLO INVESTMENT FUND IV, L.P., a Delaware limited
partnership,  APOLLO  OVERSEAS  PARTNERS  IV, L.P.,  a Cayman  Islands  exempted
limited partnership,  and their affiliated assignees (collectively,  the "APOLLO
Purchasers") and certain other persons and entities whose names are set forth on
the  signature  pages  hereof (the  Apollo  Purchasers,  such other  persons and
entities  and any  partnership  or other  entity to which  any of the  foregoing
assigns  any  of  its  interests  hereunder  are  individually  a  "HOLDER"  and
collectively "HOLDERS").

                                    RECITALS:

         WHEREAS,  the Apollo Purchasers and such other persons and entities and
Horizon  have  entered  into that certain  Securities  Purchase  Agreement  (the
"SECURITIES  PURCHASE AGREEMENT") dated September 25, 2000 that provides for the
purchase by the Holders of Units (by payment of cash or by  conversion  of debt)
consisting of up to 10,252,239  shares of Horizon Series A Preferred  Stock, par
value $0.0001 per share and 15,834,998 shares of Series A-1 Preferred Stock, par
value $0.0001 per share (as set forth in Schedule I thereto);

         NOW,  THEREFORE,  in consideration  of the mutual promises,  covenants,
representations and warranties contained herein and of the mutual benefits to be
derived herefrom, and intending to be legally bound, the parties hereto agree as
follows:


                                    ARTICLE I

                              DEMAND REGISTRATIONS

     (a) Demand  Requests  and Notice  Procedure.  At any time (i) two (2) years
after  the date  hereof,  (ii)  after  such time as  Horizon  has  completed  an
underwritten  initial  public  offering of shares of Common Stock pursuant to an
effective  registration  statement  under the Securities Act of 1933, as amended
(the "SECURITIES ACT"), as then in effect (or any comparable statement under any
similar  federal  statute  then in force or effect)  ("IPO") or (iii) after such
time as Horizon has completed a merger, consolidation,  sale, transfer, lease or
other  conveyance  of all or  substantially  all of the assets or other  similar
business  combination  transaction  with a company  listed on the New York Stock
Exchange,  the American Stock Exchange or The Nasdaq National Market, holders in
the aggregate of at least a majority in interest of the  Registrable  Securities
(the  "REQUESTING  HOLDERS")  shall have the right to  request  in writing  that
Horizon effect a public offering of Registrable Securities (a "DEMAND REQUEST").
The Demand Request  transmitted by the Requesting  Holders shall (x) specify the



<PAGE>

number of Registrable Securities which each Requesting Holder intends to sell or
dispose of and (y) state the intended  method or methods by which the Requesting
Holder intends to sell or dispose of such Registrable  Securities.  Upon receipt
of a Demand Request pursuant to this Article I, Horizon shall:

               (i) give  notice  of such  requested  registration  to all  other
          Holders of  Registrable  Securities  within ten days after such Demand
          Request and cause to be filed,  within  sixty (60) days of the date of
          delivery to Horizon of the Demand  Request,  a registration  statement
          covering (subject to Article I(d)) Registrable  Shares requested to be
          registered  by the  Requesting  Holders and the shares  covered by the
          other  holders  of  Registrable  Securities  who  request  that  their
          Registrable  Securities be registered within 20 days after the mailing
          of the  Company's  notice,  providing for the  registration  under the
          Securities Act of such Registrable  Securities to the extent necessary
          to permit the  disposition  of such  Registrable  Securities  so to be
          registered  in  accordance  with the intended  method of  distribution
          specified in such Demand Request; and

               (ii) use its best  efforts  to have such  registration  statement
          declared  effective by the  Securities  and Exchange  Commission  (the
          "SEC") as soon as practicable thereafter.

               (iii)  subject  to the  Sprint  Agreement  (as  defined  herein),
          refrain  from  filing any other  Registration  Statements,  other than
          pursuant to a Registration Statement on Form S-4 or S-8 (or similar or
          successor forms),  with respect to any other securities of Horizon (i)
          if such  Registration  Statement is being filed in  connection  with a
          demand by the Holders for an  underwritten  public offering until such
          date that is the lesser of: (A) one hundred  and eighty  (180) days or
          (B) such lock up period, if any, required by the underwriters pursuant
          to  an   underwritten   offering   following   effectiveness   of  the
          Registration Statement filed in response to the Demand Request or (ii)
          if such  Registration  Statement is being filed in  connection  with a
          demand by the Holders for a public offering that is not proposed to be
          underwritten  until  such  date  which is ninety  (90) days  following
          effectiveness of the  Registration  Statement filed in response to the
          Demand Request.

     "REGISTRABLE  SECURITIES"  for purposes of this Agreement means any and all
(a) shares of common stock of the Company  ("COMMON  STOCK")  issued or issuable
upon  conversion  of Series A  Preferred  Stock and Series A-1  Preferred  Stock
(collectively, the "PREFERRED STOCK"), (b) any other shares of Common Stock held
by the Holders or their  Affiliates,  (c) any shares of Preferred  Stock and (d)
any shares of Common  Stock  issued or  issuable  directly  or  indirectly  with
respect to the  securities  referred  to in  clauses  (a) or (b) by way of stock
dividend  or  stock  split  or in  connection  with  a  combination  of  shares,
recapitalization,  merger,  consolidation  or  other  reorganization.  As to any
particular shares constituting Registrable Securities, such shares will cease to
be Registrable  Securities when they have (x) been effectively  registered under
the Securities Act and disposed of in accordance  with a registration  statement
covering them,  (y) been sold to the public  pursuant to Rule 144 (or by similar
provision  under the Securities Act) or (z) become eligible for sale pursuant to
Rule 144.



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<PAGE>

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

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

     (b) Effective Registration  Statement. A registration requested pursuant to
a Demand Request shall not be deemed to have been effected unless a Registration
Statement with respect  thereto has become  effective and remained  effective in
compliance  with  the  provisions  of the  Securities  Act with  respect  to the
disposition of all Registrable Securities covered by such Registration Statement
for the period of time required hereunder.

     (c)  Selection  of  Underwriters.  In the event that Horizon is required to
file a registration  statement covering any Registrable  Securities  pursuant to
this  Article  I and  the  proposed  offering  is to be an  underwritten  public
offering,  the managing  underwriter  shall be one or more reputable  investment
banks  selected  by a  majority  in  interest  of  the  Requesting  Holders  and
reasonably  acceptable  to  Horizon,  which  consent  shall not be  unreasonably
withheld, delayed or conditioned.

     (d) Priority for Demand  Registration.  If the managing  underwriter  of an
underwritten  public  offering  determines  and  advises  in  writing  that  the
inclusion  of all  securities  proposed  to be included by Horizon and any other
holders of the Company's  securities in the  underwritten  public offering would
adversely impact the offering of the Requesting Holder's Registrable Securities,
then Horizon and other Holders of Registrable  Securities shall not be permitted
to include any securities in excess of the amount,  if any, of securities  which
the managing  underwriter of such underwritten  public offering shall reasonably
and in good  faith  agree in  writing to  include  in such  public  offering  in
addition to the amount to be  registered  for the  Requesting  Holder(s).  It is
acknowledged by the parties hereto that pursuant to the foregoing provision, the
securities to be included in a registration  requested by the Requesting Holders
pursuant to a Demand Request shall be allocated:

              (i)  first, to the Holders of Registrable Securities who requested
          the registration;

              (ii)  second, to the other Holders of Registrable Securities;

              (iii) third, to Horizon; and

              (iv)  fourth,  to all  other requesting  securities to be included
          therein.



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<PAGE>

     (e) Limitation on Demand Registrations.

               (i) Horizon may delay making a filing of a registration statement
          or taking action in  connection  therewith by not more than sixty (60)
          days if  Horizon,  prior  to the  time it would  otherwise  have  been
          required  to file such  registration  statement  or take  such  action
          pursuant  to  this  Article  I in  connection  with a  Demand  Request
          determines  in  good  faith  that  the  filing  of  such  registration
          statement,  in the reasonable judgment of Horizon,  would be seriously
          detrimental to Horizon or would otherwise  materially adversely affect
          a  financing,  acquisition,  disposition,  merger  or  other  material
          transaction (a "VALID BUSINESS REASON");  provided, however, that such
          right to delay a Demand Request shall be exercised by Horizon not more
          than once in any twelve (12) month period and Horizon  shall only have
          the right to delay a Demand  Request  so long as such  Valid  Business
          Reason exists.

               (ii)  Horizon  shall not be required to comply with more than (A)
          three (3) Demand Requests pursuant to this Article I. In addition, the
          Holders agree not to make a Demand  Request until six (6) months after
          the effective  date of a registration  statement  relating to a Demand
          Request.


                                   ARTICLE II

                             PIGGYBACK REGISTRATION

     (a)  Right to  Include  Registrable  Securities.  Each  time  that  Horizon
proposes for any reason to register any of its Common Stock under the Securities
Act (a "PROPOSED REGISTRATION"), other than pursuant to a registration statement
on Form S-1 (solely in connection  with Horizon's IPO), Form S-4 or Form S-8 (or
similar or successor forms),  Horizon shall promptly give written notice of such
Proposed  Registration  to all of the Holders of Registrable  Securities  (which
notice  shall be given not less than  thirty  (30)  days  prior to the  expected
effective date of Horizon's registration statement) and shall offer such Holders
the right to request inclusion of any of such Holder's Registrable Securities in
the Proposed  Registration.  No  registration  pursuant to this Article II shall
relieve Horizon of its obligation to register Registrable Securities pursuant to
a Demand Request, as contemplated by Article I hereof.

     (b) Piggyback Procedure.  Each Holder of Registrable  Securities shall have
twenty (20) days from the date of mailing of such notice to deliver to Horizon a
written  request  specifying  the number of Registrable  Securities  such Holder
intends to sell.  Any  Holder  shall have the right to  withdraw  such  Holder's
request  for   inclusion  of  such  Holder's   Registrable   Securities  in  any
registration  statement  pursuant to this Article II by giving written notice to
Horizon of such withdrawal.  Subject to subsection (d) below of this Article II,
Horizon  shall  include  in such  registration  statement  all such  Registrable


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<PAGE>

Securities so requested to be included therein; provided,  however, that Horizon
may at any time withdraw or cease proceeding with any such Proposed Registration
if it shall at the same time withdraw or cease  proceeding with the registration
of all other shares of Common Stock originally proposed to be registered.

     (c) Selection of  Underwriters.  The managing  underwriter for any Proposed
Registration that involves an underwritten  public offering shall be one or more
reputable investment banks selected by Horizon.

     (d) Priority for Piggyback Registration.  If the managing underwriter of an
underwritten  Public  Offering  determines  and  advises  in  writing  that  the
inclusion of all Registrable  Securities  proposed to be included by the Holders
of Registrable  Securities in the  underwritten  public offering would adversely
impact the offering of  Horizon's  securities,  then the Holders of  Registrable
Securities  shall not be  permitted  to include any  Registrable  Securities  in
excess of the  amount,  if any, of  Registrable  Securities  which the  managing
underwriter of such  underwritten  public offering shall  reasonably and in good
faith  agree in writing to include in such  public  offering  in addition to the
amount of securities to be registered  for Horizon.  It is  acknowledged  by the
parties  hereto that pursuant to the foregoing  provision,  the securities to be
included in a registration initiated by Horizon shall be allocated:

               (i) first, to Horizon;

               (ii) second, to the Holders of Registrable Securities and holders
          of  registration  rights to be granted  by Horizon to Sprint  Spectrum
          L.P., pursuant to Addendum III to the Sprint PCS Management  Agreement
          dated May 19, 2000,  between the Company and Sprint Spectrum L.P. (the
          "SPRINT AGREEMENT"),  pari passu, on a pro rata basis on the number of
          Registrable Securities requested to be included in the registration;

               (iii) third, to holders of registration rights granted other than
          pursuant to this Agreement and Sprint Agreement; and

               (iv) fourth, to all others  requesting  securities to be included
          therein.

     If as a result of the  provision  of this Article II, a Holder shall not be
entitled to include all of its  Registrable  Securities in a  registration  that
such Holder has  requested  to be so  included,  such Holder may  withdraw  such
Holder's  request  to  include  Registrable   Securities  in  such  registration
statement.

     (e) Underwritten Registration.  In the event that the Proposed Registration
by  Horizon  is,  in a whole or in part,  an  underwritten  public  offering  of
securities  of Horizon,  any request under this Article II must specify that the
Registrable  Securities  be included in the  underwriting  on the same terms and
conditions as the shares of Common Stock,  if any,  otherwise being sold through
underwriters under such registration.




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<PAGE>

                                   ARTICLE III

                            REGISTRATION ON FORM S-3

     At any time  following an IPO, any Holder of  Registrable  Securities  (the
"INITIATING  FORM S-3 HOLDER")  may request  that  Horizon  file a  registration
statement  under the Securities  Act on Form S-3 (or similar or successor  form)
covering the sale or other distribution of all or any portion of the Registrable
Securities  held by such  Initiating  Form S-3 Holder pursuant to Rule 415 under
the  Securities  Act  ("FORM S-3  DEMAND"),  if (i) the  reasonably  anticipated
aggregate gross proceeds would equal or exceed $2,000,000, and (ii) Horizon is a
registrant  qualified  to use Form S-3 (or any  similar  or  successor  form) to
register such Registrable Securities.  If such conditions are met, Horizon shall
use its best efforts to register  under the  Securities  Act on Form S-3 (or any
similar  or  successor  form)  at the  earliest  practicable  date,  for sale in
accordance with the method of disposition  specified in the Form S-3 Demand, the
number  of   Registrable   Securities   specified   in  such  Form  S-3  Demand.
Notwithstanding  the foregoing,  if Horizon shall furnish to the Initiating Form
S-3  Holders  a  certificate  signed by the Chief  Executive  Officer  and Chief
Financial  Officer of  Horizon  stating  that a Valid  Business  Reason  exists,
Horizon  shall have the right to defer taking action with respect to such filing
for a  period  of  sixty  (60)  days  after  receipt  of the  Form  S-3  Demand.
Notwithstanding the foregoing,  Horizon shall not be obligated to file more than
one Form S-3 pursuant to this Article III in any given six month period.


                                   ARTICLE IV

                             REGISTRATION PROCEDURES

     Whenever the Holders of  Registrable  Securities  have  requested  that any
Registrable  Securities be registered  pursuant to this Agreement,  Horizon will
use its reasonable best efforts to effect the  registration and the sale of such
Registrable  Securities in accordance  with the intended  method of  disposition
thereof, and pursuant thereto Horizon will as expeditiously as possible:

     (a)  Prepare  and  file  with  the  SEC  a   registration   statement  (the
"REGISTRATION  STATEMENT") on any form that qualifies,  which Horizon shall deem
appropriate  and pursuant to which such offering may be made in accordance  with
the intended method of distribution with respect to such Registrable  Securities
and in the case of a registration pursuant to Article I, use its best efforts to
cause such Registration  Statement to become effective within  seventy-five (75)
days of the date that Horizon  received a request for the  registration  of such
Registrable  Securities from the Holders in accordance with the terms of Article
I;



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<PAGE>

     (b)  Participation in Preparation.  Provide any Holders  participating,  or
electing to participate in an offering of  Registrable  Securities  thereof (the
"PARTICIPATING   HOLDERS")   of   Registrable   Securities,    any   underwriter
participating in any disposition pursuant to a registration  statement,  and any
attorney,  accountant  or other agent  retained by any  Participating  Holder or
underwriter  (each an "INSPECTOR"  and,  collectively,  the  "INSPECTORS"),  the
opportunity to participate, including, but not limited to, reviewing, commenting
on and attending all meetings in the preparation of such registration statement,
each  prospectus  included  therein or filed with the SEC and each  amendment or
supplement thereto;

     (c) Due  Diligence.  For a  reasonable  period  prior to the  filing of any
registration statement pursuant to this Agreement, make available for inspection
and copying by the Inspectors such financial and other information and books and
records,  pertinent  corporate  documents  and  properties  of  Horizon  and its
subsidiaries  and  cause  the  officers,   directors,   employees,  counsel  and
independent  certified  public  accountants of Horizon and its  subsidiaries  to
respond to such inquiries and to supply all information  reasonably requested by
any such Inspector in connection with such registration  statement,  as shall be
reasonably  necessary,  in the judgment of the respective counsel referred to in
Article IV(b), to conduct a reasonable  investigation  within the meaning of the
Securities Act;

     (d) Promptly  notify each Holder,  the sales or  placement  agent,  if any,
therefor and the managing  underwriter  of the  securities  being sold, (A) when
such registration statement or the prospectus included therein or any prospectus
amendment or supplement or  post-effective  amendment has been filed,  and, with
respect to any such registration statement or any post-effective amendment, when
the same has become effective,  (B) of any comments (oral or written) by the SEC
and by the blue sky or  securities  commissioner  or regulator of any state with
respect  thereto  or  (C) of any  request  by the  SEC  for  any  amendments  or
supplements to such  registration  statement or the prospectus or for additional
information,  and in the case of a  registration  pursuant to Article I, prepare
and file  with the SEC such  amendments  and  supplements  to such  registration
statement and the prospectus used in connection therewith as may be necessary to
keep such registration  statement effective for a period of not less than ninety
(90)  consecutive  days, or such shorter  period which will  terminate  upon the
earlier to occur of that date when all  Registrable  Securities  covered by such
registration  statement  have been sold (but not  before the  expiration  of the
applicable  prospectus  delivery  period) or the  anniversary  date hereof,  and
comply with the provisions of the Securities Act with respect to the disposition
of all securities  covered by such registration  statement during such period in
accordance  with the intended  methods of disposition by the sellers thereof set
forth in such registration  statement;  provided, that in no event shall Horizon
be obligated to maintain the effectiveness of any registration  statements filed
hereunder for an aggregate  period which exceeds two hundred  seventy (270) days
during any twelve month period; and

     (e) Furnish to each seller of  Registrable  Securities in  accordance  with
Section 11.1 hereof, such number of copies of such registration statement,  each


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<PAGE>

amendment and supplement  thereto,  the prospectus included in such registration
statement  (including each  preliminary  prospectus) and such other documents as
such seller may reasonably request in order to facilitate the disposition of the
Registrable Securities owned by such seller; and

     (f) Use its best efforts to register or qualify such Registrable Securities
under such other  securities or blue sky laws of such  jurisdictions  within the
United  States  as the  sellers  or  underwriters  shall  request,  to keep such
registration  or  qualification  in  effect  for so  long  as  the  registration
statement  is in effect and do any and all other  acts and  things  which may be
reasonably  necessary  or advisable  to enable such  sellers to  consummate  the
disposition in such  jurisdictions  of the Registrable  Securities owned by such
sellers  (provided that Horizon will not be required to qualify  generally to do
business or file any general  consent to service of process in any  jurisdiction
where it  would  not  otherwise  be  required  to  qualify  or file but for this
subparagraph);

     (g)  Use its  best  efforts  to  obtain  all  other  approvals,  covenants,
exemptions or authorizations  from such governmental  agencies or authorities as
may be  necessary  to enable  the  sellers  of such  Registrable  Securities  to
consummate the disposition of such Registrable Securities; and

     (h) Promptly notify each seller of such Registrable  Securities at any time
when a  prospectus  relating  thereto  is  required  to be  delivered  under the
Securities Act of the happening of any event as a result of which the prospectus
included  in such  registration  statement  contains  an untrue  statement  of a
material fact or omits to state any material fact required to be stated  therein
or  necessary  to make the  statements  therein not  misleading  in light of the
circumstances  then  existing,  and subject to Article I(d) hereof,  prepare and
file as soon as  practicable  (but in no event later than ten (10) business days
following  notice of the  occurrence of such event to each seller of Registrable
Securities  in  accordance  with  Section 11.1 hereof) with the SEC and promptly
notify each Holder of  Registrable  Securities of the filing of, a supplement to
such  prospectus  or an amendment  to the  registration  statement  so that,  as
thereafter  delivered to the  purchasers of such  Registrable  Securities,  such
prospectus  will not contain an untrue  statement of a material  fact or omit to
state any material fact  required to be stated  therein or necessary to make the
statements therein not misleading in light of the circumstances under which they
were made and in the case of an amendment  to the  registration  statement,  use
reasonable best efforts to cause it to become effective as soon as possible;

     (i)  Promptly  notify in writing the  Participating  Holders,  the sales or
placement agent, if any, therefor and the managing underwriter of the securities
being sold of the issuance by the SEC of (A) any stop order issued or threatened
to be issued by the SEC or (B) any  notification  with respect to the suspension
of the  qualification or exemption from  qualification of any of the Registrable
Securities for sale in any  jurisdiction or the initiation or threatening of any
proceeding  for such  purpose,  and Horizon  agrees to use its  reasonable  best
efforts to (x) prevent the issuance of any such stop order,  and in the event of
such  issuance,  to obtain the  withdrawal of any such stop order and (y) obtain
the  withdrawal of any order  suspending  or  preventing  the use of any related


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<PAGE>

prospectus  or  suspending  the  qualification  of  any  Registrable  Securities
included in such  registration  statement  for sale in any  jurisdiction  at the
earliest practicable date;

     (j) If  the  offering  is to be  underwritten,  enter  into  any  necessary
agreements  in  connection  therewith   (including  an  underwriting   agreement
containing customary representations, warranties and agreements);

     (k)  Obtain a "cold  comfort"  letter  from  Horizon's  independent  public
accountants in customary form and covering such matters of the type  customarily
covered by "cold  comfort"  letters as the managing  underwriter  may reasonably
request;

     (l) Furnish, at the request of any underwriter of Registrable Securities on
the date such securities are delivered to the  underwriters for sale pursuant to
such registration,  an opinion, dated such date, of counsel representing Horizon
for the  purposes  of  such  registration,  addressed  to the  Holders,  and the
placement agent or sales agent, if any,  thereof and the  underwriters,  if any,
thereof, covering such legal matters with respect to the registration in respect
of which such opinion is being given as such underw riter may reasonably request
and as are customarily included in such opinions;

     (m) Use its reasonable best efforts to comply with all applicable rules and
regulations  of the SEC  and  make  available  to its  shareholders,  as soon as
reasonably  practicable,  but no later  than  eighteen  (18)  months  after  the
effective date of any registration  statement,  an earnings statement covering a
period  of  twelve  (12)  months  beginning  after  the  effective  date of such
registration  statement,  in a manner which  satisfies the provisions of Section
11(a) of the Securities Act and Rule 158 thereunder;

     (n) Provide officers' certificates and other customary closing documents;

     (o) NASD.  Cooperate with each  Participating  Holder and each  underwriter
participating   in  the   disposition   of  such   Registrable   Securities  and
underwriters'  counsel in connection  with any filings  required to be made with
the NASD;

     (p) Cause appropriate  officers as are requested by a managing  underwriter
to participate in a "road show" or similar  marketing  effort being conducted by
such underwriter with respect to an underwritten public offering;

     (q) Cause all such Registrable  Securities (other than the Preferred Stock)
registered  pursuant  hereto to be listed on each  securities  exchange or other
quotation service on which similar  securities issued by Horizon are then listed
or if none of Horizon's securities are so listed, then (other than the Preferred
Stock),  on any of The New York Stock  Exchange,  The American Stock Exchange or
The Nasdaq National Market;

     (r) Provide a transfer agent and registrar for all  Registrable  Securities
registered  pursuant  hereto  and  a  CUSIP  number  for  all  such  Registrable
Securities, in each case not later than the effective date of such registration;



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<PAGE>

     (s) Use its reasonable best efforts to take all other actions  necessary to
effect the registration of the Registrable Securities contemplated hereby.

     (t) Use its  reasonable  best  efforts  to assist a Holder in  facilitating
private  sales of  Registrable  Securities  by,  among other  things,  providing
officers' certificates and other customary closing documents.

                                    ARTICLE V

                              REGISTRATION EXPENSES

     All expenses other than underwriting  discounts and commissions incurred in
connection with  registrations,  filings or  qualifications,  including  without
limitation,  blue sky, pursuant hereto,  including (without limitation) all SEC,
stock exchange,  NASD and other  registration,  filing and  qualification  fees,
printers' and accounting fees and fees and disbursements of counsel for Horizon,
shall be borne by Horizon; provided, however, that Horizon shall not be required
to pay for any expenses of any  registration  proceeding  begun  pursuant to the
registration request is subsequently  withdrawn at the request of the Holders of
a majority of the  Registrable  Securities to be  registered  (in which case all
Participating  Holders  shall bear such  expenses),  unless all Holders agree to
forfeit  their right to one Demand  Registration  pursuant to Article I. Horizon
shall also bear the fees,  charges and  disbursements of a single counsel to all
of the Holders  participating in any offering covered  hereunder,  not to exceed
$25,000.00 in the aggregate.

                                   ARTICLE VI

              UNDERTAKINGS OF THE HOLDERS OF REGISTRABLE SECURITIES

     6.1 Suspension of Sales.  If any  Registrable  Securities are included in a
registration  statement  pursuant  to the terms of this  Agreement,  the  Holder
thereof will not (until further notice delivered in accordance with Section 11.1
hereof)  effect  sales  thereof  after  receipt of written  notice from  Horizon
pursuant to Article IV(f) and  delivered in accordance  with Section 11.1 hereof
of the  occurrence of an event  specified  therein in order to permit Horizon to
correct or update the registration  statement or prospectus as set forth in this
Agreement (such period not to exceed 60 days), as applicable;  provided that the
obligations of Horizon with respect to maintaining  any  registration  statement
current and effective  shall be extended by a period of days equal to the period
said suspension is in effect.

     6.2 Compliance.  If any Registrable  Securities are being registered in any
registration pursuant to this Agreement, the Holder thereof will comply with all
anti-stabilization,  manipulation  and similar  provisions  of Section 10 of the
Securities  Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and any rules
promulgated thereunder by the SEC.



                                       10
<PAGE>

     6.3  Termination  of  Effectiveness.  At the end of the period during which
Horizon is obligated to keep a registration  statement  current and effective as
described  herein,  each  Holder  of  Registrable  Securities  included  in  the
registration   statement  shall  discontinue  sales  thereof  pursuant  to  such
registration  statement,  unless such Holder has  received  written  notice from
Horizon  delivered in  accordance  with Section 11.1 hereof of its  intention to
continue the effectiveness of such registration statement with respect to any of
such securities which remain unsold.

     6.4  Furnish  Information.  It  shall  be  a  condition  precedent  to  the
obligations  of Horizon  to take any  action  pursuant  to this  Agreement  with
respect to the  Registrable  Securities  of any selling  Holder that such Holder
shall furnish to Horizon such  information  regarding  itself,  the  Registrable
Securities held by it, and the intended method of disposition of such securities
as shall  reasonably  be required to effect the  registration  of such  Holder's
Registrable Securities or as shall otherwise reasonably be requested by Horizon,
which  request  shall be  delivered  in  accordance  with  Section  11.1 hereof;
provided,  however, that this shall not affect the rights of, or the obligations
of Horizon under this Agreement to, any other Holder.


                                   ARTICLE VII

                           UNDERWRITTEN REGISTRATIONS

     No Holder of  Registrable  Securities may  participate in any  registration
hereunder  which is  underwritten  unless  such  Holder  (i) agrees to sell such
Holder's  securities  on the basis  provided  in any  underwriting  arrangements
approved  by  the  Holder  or  Holders   entitled   hereunder  to  approve  such
arrangements,  and (ii)  completes  and executes all  customary  questionnaires,
powers of attorney, indemnities,  underwriting agreements,  "lock-up" agreements
and other  documents  reasonably  required under the terms of such  underwriting
arrangements,  provided that no Holder of Registrable Securities included in any
underwritten  registration  shall be  required  to make any  representations  or
warranties  to Horizon or the  underwriters  on account of the  registration  of
shares owned by such Holder other than  representations and warranties regarding
such Holder and such Holder's  intended method of distribution.  Such Holders of
Registrable  Securities  to be sold by such  underwriters  may, at their option,
require that any or all of the  representations and warranties by, and the other
agreements on the part of,  Horizon to and for the benefit of such  underwriters
shall  also  be  made to and for the  benefit  of such  Holders  of  Registrable
Securities and that any or all of the conditions precedent to the obligations of
such underwriters under such underwriting  agreement be conditions  precedent to
the obligations of such Holders of Registrable Securities.



                                       11
<PAGE>

                                  ARTICLE VIII

                        ASSIGNMENT OF REGISTRATION RIGHTS

     The  rights  of a  Holder  of  Registrable  Securities  set  forth  in this
Agreement  (including  a Holder who received the  Registrable  Securities  by an
assignment  permitted pursuant to this Agreement),  including the right to cause
Horizon to register  Registrable  Securities and pay the Registration  Expenses,
incurred  in  connection  therewith,  to the  extent  set forth  herein,  may be
assigned by such Holder.


                                   ARTICLE IX

                                 INDEMNIFICATION

     9.1 Indemnification by Horizon. Horizon shall,  notwithstanding termination
of this Agreement indemnify and hold harmless,  with respect to any registration
statement  filed by it, to the fullest  extent  permitted by law, each Holder of
Registrable  Securities  covered by such registration  statement,  its officers,
directors,  employees,  agents,  affiliates and general or limited partners (and
the directors,  officers,  employees,  affiliates  and agents  thereof) and each
other  person,  if any,  who  controls  such  Holder  within the  meaning of the
Securities Act (collectively,  the "HOLDER INDEMNIFIED PARTIES") against any and
all  losses,  claims,  damages,   liabilities  and  expenses  joint  or  several
(including without limitation reasonable fees of counsel and any amounts paid in
settlement  effected  with  Horizon's  consent,   which  consent  shall  not  be
unreasonably  delayed or  withheld)  (collectively,  "LOSSES") to which any such
Holder  Indemnified  Party may become  subject  under the  Securities  Act,  the
Exchange  Act,  any other  federal  law,  any state or common  law,  any rule or
regulation  promulgated  thereunder  or  otherwise,  insofar as such  Losses (or
actions or proceedings, whether commenced or threatened, in respect thereof) are
resulting  from or  arising  out of or based upon (i) any  untrue  statement  or
alleged  untrue  statement  of a material  fact  contained  in any  registration
statement in which such  Registrable  Securities  were included as  contemplated
hereby or the  omission  or alleged  omission to state  therein a material  fact
required to be stated  therein or necessary to make the  statements  therein not
misleading  or (ii) any  untrue  statement  or  alleged  untrue  statement  of a
material  fact  contained  in any  preliminary,  final  or  summary  prospectus,
together with the  documents  incorporated  by reference  therein (as amended or
supplemented  if Horizon shall have filed with the SEC any amendment  thereof or
supplement  thereto),  or the  omission or alleged  omission to state  therein a
material  fact  required to be stated  therein or necessary in order to make the
statements  therein,  in the light of the  circumstances  under  which they were
made, not  misleading,  or (iii) any violation by Horizon of the Securities Act,
the Exchange Act, any other federal law, any state or common law, or any rule or
regulation promulgated thereunder in connection with any such registration;  and
in each such case,  Horizon shall reimburse each such Holder  Indemnified  Party
for  any  reasonable  legal  or any  other  Losses  incurred  by any of  them in
connection  with  investigating  or  defending  any such  loss,  claim,  damage,
liability,  expense,  action or proceeding  (collectively a "CLAIM");  provided,
however,  that Horizon shall not be liable to any such Holder  Indemnified Party


                                       12
<PAGE>

in any such case to the extent  that any such  Claim (or  action or  proceeding,
whether  commenced or threatened,  in respect thereof) arises out of or is based
upon any untrue  statement  or alleged  untrue  statement or omission or alleged
omission made in such registration  statement or amendment thereof or supplement
thereto or in any such preliminary, final or summary prospectus in reliance upon
and in strict conformity with written information  furnished to Horizon by or on
behalf of any such Holder  Indemnified Party relating to such Holder Indemnified
Party specifically  stating that it is for use in the preparation  thereof,  and
provided  further,  that  Horizon  shall  not  be  liable  to  any  such  Holder
Indemnified Party with respect to any preliminary  prospectus to the extent that
any such Losses of such Holder Indemnified Party results from the fact that such
Holder  Indemnified Party sold Registrable  Securities to a 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) or of the
prospectus as then amended or supplemented  (excluding documents incorporated by
reference) if Horizon has  previously  furnished  copies  thereof to such Holder
Indemnified  Party in  compliance  with this  Agreement  and the  Losses of such
Holder  Indemnified  Party  results  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).  Such
indemnity and  reimbursement  of expenses and  obligations  shall remain in full
force and effect  regardless  of any  investigation  made by or on behalf of the
Holder Indemnified  Parties and shall survive the transfer of such securities by
such Holder Indemnified  Parties.  In connection with an underwritten  offering,
Horizon shall indemnify such underwriters, their officers and directors and each
person who controls such underwriters (within the meaning of the Securities Act)
to the same extent as provided above with respect to the  indemnification of the
Holders of Registrable Securities.

     9.2  Indemnification  by  Holders.  Each Holder of  Registrable  Securities
participating  in any registration  hereunder shall severally,  and not jointly,
indemnify and hold harmless,  to the fullest extent  permitted by law,  Horizon,
its directors,  officers, employees,  Affiliates and agents, and each Person who
controls  Horizon  (within the  meaning of the  Securities  Act)  (collectively,
"HORIZON  INDEMNIFIED  PARTIES") to the same extent as the  foregoing  indemnity
from  Horizon  to the  Holders  as set  forth in  Section  9.1  (subject  to the
exceptions  set forth in the foregoing  indemnity,  the proviso to this sentence
and applicable law), but only with respect to any such information  furnished in
writing by such Holder for use therein; provided, however, that the liability of
any  Holder  under  this  Section  9.2 shall be limited to the amount of the net
proceeds  received by such Holder in the offering giving rise to such liability.
Such indemnity  obligation  shall remain in full force and effect  regardless of
any investigation made by or on behalf of Horizon Indemnified Parties (except as
provided  above) and shall  survive  the  transfer  of such  securities  by such
Holder.

     9.3 Conduct of  Indemnification  Proceedings.  Promptly after receipt by an
indemnified  party under Section 9.1 or 9.2 above of written notice delivered in
accordance  with Section 11.1 hereof of the  commencement  of any action,  suit,
proceeding,  investigation  or threat  thereof with respect to which a claim for
indemnification  may be made pursuant to this Section,  such  indemnified  party


                                       13
<PAGE>

shall,  if a claim in  respect  thereto is to be made  against  an  indemnifying
party,  promptly give written notice  delivered in accordance  with Section 11.1
hereof  to  the  indemnifying  party  of the  threat  or  commencement  thereof,
provided,  however,  that the failure to so notify the indemnifying  party shall
not relieve it from any  liability  which it may have to any  indemnified  party
except to the extent that the indemnifying party is actually  prejudiced by such
failure to give notice in accordance with Section 11.1 hereof. If any such claim
or action  referred  to under  Section  9.1 or 9.2 above is brought  against any
indemnified  party and it then notifies the indemnifying  party of the threat or
commencement  thereof,  the indemnifying  party shall be entitled to participate
therein and, to the extent that it wishes,  jointly with any other  indemnifying
party similarly notified,  to assume the defense thereof with counsel reasonably
satisfactory to such  indemnified  party (who shall not, except with the consent
of the indemnified  party, be counsel to the indemnifying  party).  After notice
delivered in accordance with Section 11.1 hereof from the indemnifying  party to
such  indemnified  party of its  election  so to assume the  defense of any such
claim or action,  the indemnifying party shall not be liable to such indemnified
party  under  this  Article  IX for any legal  expenses  of counsel or any other
expenses (other than reasonable costs of investigation) subsequently incurred by
such  indemnified  party in  connection  with the  defense  thereof,  unless the
indemnifying  party has failed to assume the  defense of such claim or action or
to  employ  counsel   reasonably   satisfactory  to  such   indemnified   party.
Notwithstanding  the foregoing,  the  indemnified  party shall have the right to
retain  its  own  counsel,  with  the  fees  and  expenses  to be  paid  by  the
indemnifying  party, if  representation of such indemnified party by the counsel
retained  by the  indemnifying  party  would be  inappropriate  due to actual or
potential differing interests between such indemnified party and any other party
represented by such counsel in such action.  The indemnifying party shall not be
required to indemnify the indemnified  party with respect to any amounts paid in
settlement of any action,  proceeding or investigation  entered into without the
written  consent  of  the  indemnifying   party,  which  consent  shall  not  be
unreasonably  delayed or withheld.  No  indemnifying  party shall consent to the
entry of any  judgment or enter into any  settlement  without the consent of the
indemnified  party unless (i) such  judgment or  settlement  does not impose any
obligation or liability  upon the  indemnified  party other than the  execution,
delivery or approval thereof,  and (ii) such judgment or settlement  includes as
an  unconditional  term  thereof the giving by the claimant or plaintiff to such
indemnified  party of a full release and discharge from all liability in respect
of such  claim and a full  release of all  persons  that may be  entitled  to or
obligated to provide indemnification or contribution under this Article.

     The obligations of Horizon and the Holders of Registrable  Securities under
this Article VIII shall survive the  completion  of any offering of  Registrable
Securities in a registration  statement under this Agreement and the termination
of this Agreement.

     9.4 Contribution. If the indemnification provided for in this Article IX is
unavailable  to or  insufficient  to hold  harmless an  indemnified  party under
Section 9.1 or 9.2, then each indemnifying  party shall contribute to the amount
paid or payable by such indemnified  party as a result of the Losses (or actions
or  proceedings  in respect  thereof)  referred to in Section 9.1 or 9.2 in such


                                       14
<PAGE>

proportion as is appropriate  to reflect the relative fault of the  indemnifying
party on the one hand and the indemnified  party on the other in connection with
the statements,  omissions,  actions or inactions which resulted in such losses,
claims, damages, liabilities or expenses. The relative fault of the indemnifying
party and the indemnified party 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  indemnifying  party or the  indemnified  party,  any action or
inaction by any such party, and the parties' relative intent, knowledge,  access
to information and  opportunity to correct or prevent such statement,  omission,
action or inaction;  provided,  however,  that the liability of any Holder under
this Section 9.4 shall be limited to the amount of net proceeds received by such
Holder in the offering giving rise to such liability. The amount paid or payable
by an indemnified  party as a result of the Losses (or actions or proceedings in
respect  thereof)  pursuant to this  Section 11.1 shall be deemed to include any
reasonable  legal  or  other  expenses  incurred  by such  indemnified  party in
connection with investigating or defending any such action or claim (which shall
be limited as provided in Section 9.3 if the indemnifying  party has assumed the
defense of any such action in accordance  with the provisions  thereof) which is
the   subject   of  this   Section   9.4.   No  person   guilty  of   fraudulent
misrepresentation  (within the meaning of Section 11(f) of the  Securities  Act)
shall be  entitled  to  contribution  from any person who was not guilty of such
fraudulent  misrepresentation.  Promptly after receipt by an  indemnified  party
under this Section 9.4 of written  notice  delivered in accordance  with Section
9.4 hereof of the commencement of any action, suit, proceeding, investigation or
threat  thereof  with  respect  to which a claim  for  contribution  may be made
against an  indemnifying  party under this Section 9.4, such  indemnified  party
shall,  if a claim for  contribution in respect thereto is to be made against an
indemnifying party, give written notice in accordance with Section 9.1 hereof to
the indemnifying  party of the commencement  thereof (if the notice specified in
Section 9.3 has not been given with respect to such action), provided,  however,
that the failure to so notify the  indemnifying  party shall not relieve it from
any  obligation  to provide  contribution  which it may have to any  indemnified
party under this Section 9.4, except to the extent that the  indemnifying  party
is actually  prejudiced by the failure to give notice in accordance with Section
11.1 hereof. The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 9.4 were determined by pro rata allocation
or by any other  method of  allocation  which does not take account of equitable
considerations referred to in this Section 9.4.

     If  indemnification  is available  under this Article IX, the  indemnifying
parties shall indemnify each indemnified party to the fullest extent provided in
Sections  9.1 and 9.2  hereof,  without  regard  to the  relative  fault of said
indemnifying  party or indemnified  party or any other  equitable  consideration
provided for in this Section 9.4. The provisions of this Section 9.4 shall be in
addition  to any  other  rights to  indemnification  or  contribution  which any
indemnified  party may have  pursuant to law or  contract,  shall remain in full
force and effect  regardless  of any  investigation  made by or on behalf of any
indemnified  party,  and shall  survive the transfer of  securities  by any such
party;  provided that any indemnification of similar scope entered into pursuant
to an underwriting  agreement in connection with an offering contemplated herein
shall supersede this Article IX.



                                       15
<PAGE>

     9.5  Indemnification  and Contribution of Underwriters.  In connection with
any  underwritten   offering  contemplated  by  this  Agreement  which  includes
Registrable  Securities,  Horizon  and all  Holders  of  Registrable  Securities
included in any registration  statement shall agree to customary  provisions for
indemnification  and contribution  (consistent with the other provisions of this
Article IX) in respect of losses, claims,  damages,  liabilities and expenses of
the underwriters of such offering.


                                    ARTICLE X

                           RULE 144; OTHER EXEMPTIONS

     With a view to making available to the Holders the benefits of Rule 144 and
144A promulgated under the Securities Act and other rules and regulations of the
SEC that may at any time  permit a Holder to sell  securities  of Horizon to the
public  without  registration,  Horizon  covenants  that it shall (i) file in at
timely manner all reports and other  documents  required to be filed by it under
the Securities Act and the Exchange Act and the rules and regulations adopted by
the SEC  thereunder  and (ii)  take  such  further  action  as each  Holder  may
reasonably  request  (including,  but not limited to,  providing any information
necessary  to comply  with  Rules 144 and 144A,  if  available  with  respect to
resales of the  Registrable  Securities,  under the Securities  Act) at any time
after the date which is ninety  (90) days  following  an IPO,  all to the extent
required from time to time to enable such Holder to sell Registrable  Securities
without  registration  under the  Securities  Act within the  limitation  of the
exemptions  provided by (x) Rule 144 or Rule 144A (if available  with respect to
resales of the Registrable  Securities)  under the Securities Act, as such rules
may be  amended  from time to time or (y) any  other  rules or  regulations  now
existing or hereafter adopted by the SEC.


                                   ARTICLE XI

                                  MISCELLANEOUS

     11.1  Notices.  All notices,  requests and other  communications  hereunder
shall be in writing  and will be deemed to have been duly given and  received by
any party  hereto and any  permitted  transferees  thereof  (i) when  personally
delivered to the appropriate Notice Person (as defined below), (ii) when sent by
telefax to the  appropriate  Notice  Person at the number  listed below for such
Notice  Person,  (iii) two (2) business days after the day on which the same has
been delivered  prepaid to an international  courier service for delivery to the
appropriate  Notice Person,  or (iv) five (5) business days after the deposit in
the United  States mail,  registered  or certified,  return  receipt  requested,
postage  prepaid,  for delivery to the appropriate  Notice Person,  in each case
addressed to the following addresses:




                                       16
<PAGE>

               (i) If to Horizon:

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

                           with a copy to:

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

               (ii) If to Apollo Purchasers:

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

                           with copies to:

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

                           And to:

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

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



                                       17
<PAGE>

Horizon or any Holder (collectively, the "NOTICE PERSONS") from time to time may
change its or his or her address,  telefax number or other  information  for the
purpose of notices to the  specified  parties by giving notice  specifying  such
change to the other Notice Persons.

     11.2 Market  Stand-Off"  Agreement.  Each Holder hereby agrees that, during
the period of duration  (up to, but not  exceeding,  180 days)  specified  by an
underwriter of common stock or other  securities of Horizon,  following the date
of  the  final  prospectus  distributed  in  connection  with  any  registration
statement  of  Horizon  filed  under  the  Securities  Act  with  respect  to an
underwritten   offering,   it  shall  not,  to  the  extent  requested  by  such
underwriter,  directly  or  indirectly  sell,  offer to sell,  contract  to sell
(including, without limitation, any short sale), grant any option to purchase or
otherwise transfer or dispose of (other than to donees who agree to be similarly
bound) any  securities  of Horizon  held by it at any time  during  such  period
except  common stock  included in such  registration;  provided,  however,  that
Horizon  shall utilize its  reasonable  best efforts to ensure that all officers
and directors of Horizon  (other than HT (as defined  herein) and members of the
McKell Family who shall have previously executed a lock-up  agreement),  all ten
percent security holders, and all other persons with registration rights granted
subsequent to the date hereof enter into similar agreements and provided further
that if the  Company or any other  holder of  securities  of the Company who own
more than one percent (1%) of the Common Stock on an "as-converted"  basis shall
be subject to a shorter lock-up period, the lock-up period shall be such shorter
period for the Holder.  The Company  hereby  agrees  that,  during the period of
duration (up to, but not  exceeding,  180 days)  specified by an  underwriter of
common stock or other  securities  of Horizon,  following  the date of the final
prospectus  distributed in connection with any registration statement of Horizon
filed under the  Securities  Act with respect to an  underwritten  offering,  it
shall not and shall cause Horizon Telcom,  Inc., a Delaware  corporation ("HT"),
and the  members of the McKell  Family to not, to the extent  requested  by such
underwriter,  directly  or  indirectly  sell,  offer to sell,  contract  to sell
(including, without limitation, any short sale), grant any option to purchase or
otherwise transfer or dispose of (other than to donees who agree to be similarly
bound) any  securities  of Horizon  held by it at any time  during  such  period
except common stock included in such registration.

     In  order  to  enforce   the   foregoing   covenant,   Horizon  may  impose
stop-transfer  instructions  with respect to the Registrable  Securities of each
Holder  (and the  shares or  securities  of every  other  person  subject to the
foregoing  restriction)  until the end of such  period,  and each Holder  agrees
that,  if so  requested,  such  Holder  will  execute an  agreement  in the form
provided by the underwriter  containing  terms which are essentially  consistent
with the provisions of this Section 11.2.

     Notwithstanding  the foregoing,  the obligations  described in this Section
11.2 shall not apply to a registration relating solely to employee benefit plans
on Form S-8 or  similar  forms  which may be  promulgated  in the  future,  or a
registration  relating  solely  to an SEC  Rule 145  transaction  on Form S-4 or
similar  forms  which may be  promulgated  in the  future.  "MCKELL  FAMILY" for
purposes of this  Agreement  means direct  descendants  of William Scott McKell,
current  spouses of such persons,  and trusts or family limited  partnerships of
which such persons are either grantors or beneficiaries.



                                       18
<PAGE>

     11.3 Rights of Holders.  Each Holder of Registrable  Securities  shall have
the absolute  right to exercise or refrain from  exercising  any right or rights
that  such  Holder  may have by  reason of this  Agreement,  including,  without
limitation, the right to consent to the waiver or modification of any obligation
under this Agreement, and such Holder shall not incur any liability to any other
Holder of any securities of Horizon as a result of exercising or refraining from
exercising any such right or rights.

     11.4 Assignment.  Subject to and without limiting the provisions of Article
VIII  hereof,  neither  this  Agreement  nor any right,  interest or  obligation
hereunder may be assigned by any party hereto without the prior written  consent
of the other  parties  hereto and any attempt to do so will be void.  Subject to
the preceding  sentence,  this Agreement is binding upon,  inures to the benefit
of, and is enforceable by the parties hereto and their respective successors and
permitted assigns.

     11.5 Waiver.  Any term or condition of this  Agreement may be waived at any
time by the party that is entitled to the  benefit  thereof,  but no such waiver
shall be effective unless set forth in a written  instrument duly executed by or
on behalf of the party waiving such term or condition. No waiver by any party of
any term or condition of this Agreement, in any one or more instances,  shall be
deemed to be or construed as a waiver of the same or any other term or condition
of this Agreement on any future occasion.

     11.6  Amendment.  This Agreement may be amended,  supplemented  or modified
only by a written  instrument duly executed by Horizon and Holders of a majority
in interest of the outstanding Registrable Securities.

     11.7  Remedies.  Each party  hereto  will be  entitled to enforce any right
granted to such party by any provision of this Agreement specifically to recover
damages caused by reason of any breach of any provision of this Agreement and to
exercise  all  other  rights  granted  by law.  The  parties  hereto  agree  and
acknowledge  that money damages may not be an adequate  remedy for any breach of
the provisions of this  Agreement and that any party may in its sole  discretion
apply to any court of law or equity of competent  jurisdiction  (without posting
any bond or other security) for specific  performance  and for other  injunctive
relief in order to  enforce  or  prevent  violation  of the  provisions  of this
Agreement.

     11.8 Entire Agreement.  This Agreement supersedes all prior discussions and
agreements  among the parties  hereto with respect to the subject  matter hereof
and contains the sole and entire agreement among the parties hereto with respect
to the subject matter hereof.

     11.9  Captions.  The captions used in this Agreement have been inserted for
convenience of reference only and do not define or limit the provisions hereof.

     11.10 Exhibits and Schedules.  All exhibits and schedules, if any, referred
to in this  Agreement,  all  attachments to such exhibits or schedules,  and any
other  attachment to this  Agreement are hereby  incorporated  by reference into
this  Agreement  and hereby are made a part of this  Agreement  as if set out in
full herein.



                                       19
<PAGE>

     11.11  Governing Law. This Agreement  shall be governed by and construed in
accordance  with the laws of the  State of  Delaware  applicable  to a  contract
executed and performed in such State,  without giving effect to the conflicts of
laws principles thereof.

     11.12  Counterparts.  This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together will constitute one and the same instrument.

     11.13 Severability.  Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability  without  invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render  unenforceable such provision in any
other jurisdiction,  it being intended and understood that all of the rights and
privileges of the Holders shall be enforceable  to the fullest extent  permitted
by law.

     11.14 No Third  Party  Beneficiary.  This  Agreement  shall not  confer any
rights or  remedies  upon any  person  other than the  parties  hereto and their
respective successors and permitted assigns.

     11.15 No more  Favorable  or  Inconsistent  Agreement;  Other  Registration
Rights.  Horizon  represents  and warrants that it has not granted  registration
rights and agrees that, from and after the date of this Agreement, it shall not,
without the prior  written  consent of the Holders of at least a majority of the
then  outstanding  Registrable  Securities,  enter  into any  agreement  (or any
amendment  or waiver of the  provisions  of any  agreement)  with any  holder or
prospective   holder  of  any  securities  of  Horizon  giving  such  holder  or
prospective  holder  any  registration  rights,  the  terms of which in terms of
piggyback  inclusion  priority are more favorable than the  registration  rights
granted to the Holders hereunder.



                           [signature pages to follow]




                                       20
<PAGE>








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

                           HORIZON PCS, INC., a Delaware corporation


                           By:    /s/ William A. McKell
                                 ------------------------------------------

                           Name:  William A. McKell
                                 ------------------------------------------

                           Title: President
                                 ------------------------------------------




<PAGE>


                           APOLLO INVESTMENT FUND IV, L.P.,
                           a Delaware limited partnership

                           By:      Apollo Advisors IV, L.P.
                                    Its General Partner

                           By:      Apollo Capital Management IV, Inc.
                                    Its General Partner


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



                           APOLLO OVERSEAS PARTNERS IV, L.P.,
                           a Cayman Islands exempted limited partnership

                           By:      Apollo Advisors IV, L.P.
                                    Its Managing General Partner

                           By:      Apollo Capital Management IV, Inc.
                                    Its General Partner


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




<PAGE>


                           ARES LEVERAGED INVESTMENT FUND, L.P.,
                           a Delaware limited partnership

                           By:      Ares Management, L.P.
                                    Its General Partner


                           By:    /s/ Eric Beckman
                                 ------------------------------------------

                           Name:  Eric Beckman
                                 ------------------------------------------

                           Title: Vice President
                                 ------------------------------------------


                           Address for Notices:

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

                           ARES LEVERAGED INVESTMENT FUND II, L.P.,
                           a Delaware limited partnership

                           By:      Ares Management II, L.P.
                                    Its General Partner


                           By:    /s/ Eric Beckman
                                 ------------------------------------------

                           Name:  Eric Beckman
                                 ------------------------------------------

                           Title: Vice President
                                 ------------------------------------------


                           Address for Notices:

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



<PAGE>


                           FIRST UNION INVESTORS, INC.,
                           a North Carolina corporation


                           By:    /s/ Pearce Landry
                                 ------------------------------------------

                           Name:  Pearce Landry
                                 ------------------------------------------

                           Title: Vice President
                                 ------------------------------------------


                           Address for Notices:

                           First Union Investors, Inc.
                           One First Union Center
                           301 South College Street
                           5th Floor
                           Charlotte, North Carolina 28288
                           Attention: John Burlingame
                           Fax: (704) 374-3300

                           with a copy to:

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