Horizon PCS, Inc.



                              Warrants to Purchase
                    3,805,500 Shares of Class A Common Stock




                                WARRANT AGREEMENT




                         Dated as of September 26, 2000



                Wells Fargo Bank Minnesota, National Association,

                                       as

                                  Warrant Agent





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                                TABLE OF CONTENTS


                                                                    Page
                                                                    ----

SECTION 1.        CERTAIN DEFINITIONS                                  1

SECTION 2.        APPOINTMENT OF WARRANT AGENT                         6

SECTION 3.        ISSUANCE OF WARRANTS; WARRANT CERTIFICATES           6
                  3.1      Form and Dating                             6
                  3.2      Execution                                   7
                  3.3      Warrant Registrar                           8
                  3.4      Holder Lists                                8
                  3.5      Transfer and Exchange                       8
                  3.6      Replacement Warrants                       22
                  3.7      Temporary Warrants                         22
                  3.8      Cancellation                               23

SECTION 4.        SEPARATION OF WARRANTS; TERMS OF WARRANTS;
                    EXERCISE OF WARRANTS                              23

SECTION 5.        PAYMENT OF TAXES                                    29

SECTION 6.        RESERVATION OF WARRANT SHARES                       30

SECTION 7.        OBTAINING STOCK EXCHANGE LISTINGS                   30

SECTION 8.        ADJUSTMENT OF EXERCISE PRICE AND NUMBER
                    OF WARRANT SHARES ISSUABLE                        31

SECTION 9.        FRACTIONAL INTERESTS                                41

SECTION 10.       NOTICES TO WARRANT HOLDERS                          41

SECTION 11.       MERGER, CONSOLIDATION OR CHANGE OF NAME
                    OF WARRANT AGENT                                  43

SECTION 12.       WARRANT AGENT                                       43

SECTION 13.       CHANGE OF WARRANT AGENT                             45

SECTION 14.       REPORTS                                             46


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<PAGE>

SECTION 15.       NOTICES TO COMPANY AND WARRANT AGENT                46

SECTION 16.       SUPPLEMENTS AND AMENDMENTS                          47

SECTION 17.       SUCCESSORS                                          47

SECTION 18.       TERMINATION                                         48

SECTION 19.       GOVERNING LAW                                       48

SECTION 20.       BENEFITS OF THIS AGREEMENT                          48

SECTION 21.       COUNTERPARTS                                        48



                                       ii
<PAGE>

     WARRANT  AGREEMENT,  dated as of September  26, 2000,  by and among Horizon
PCS, Inc., a Delaware corporation ("HORIZON" or the "COMPANY"),  and Wells Fargo
Bank Minnesota,  National Association, a national association,  as warrant agent
(the "WARRANT AGENT").

     WHEREAS,  the  Company  proposes  to issue  warrants  (the  "WARRANTS")  to
initially  purchase up to an  aggregate  of  3,805,500  shares of Class A Common
Stock,  par value  $.0001 per share (the  "COMMON  STOCK"),  of the Company (the
Common Stock  issuable on exercise of the Warrants  being  referred to herein as
the "WARRANT SHARES").

     WHEREAS, the Warrants are being issued in connection with the offering (the
"OFFERING")  by Horizon,  of 295,000  Units (the  "UNITS"),  each  consisting of
$1,000  principal  amount at maturity of Horizon's 14% Senior Discount Notes due
2010 (the  "NOTES") and one Warrant,  each Warrant  initially  representing  the
right to purchase 12.90 Warrant Shares at an exercise price of $5.88 per Warrant
Share.

     WHEREAS,  the Company  desires  the  Warrant  Agent to act on behalf of the
Company,  and the  Warrant  Agent is  willing so to act in  connection  with the
issuance of Warrant  Certificates  (as  defined)  and other  matters as provided
herein.

     NOW, THEREFORE,  in consideration of the premises and the mutual agreements
herein set forth, the parties hereto agree as follows:

SECTION 1.  CERTAIN DEFINITIONS.

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

     "144A GLOBAL WARRANT" means a global Warrant  substantially  in the form of
Exhibit A hereto  bearing the Global  Warrant  Legend and the Private  Placement
Legend and  deposited  with or on behalf of, and  registered in the name of, the
Depositary or its nominee.

     "ACCRETED  VALUE"  of  any  outstanding  Note  as  of  or to  any  date  of
determination  means an amount  equal to the sum of (1) the issue  price of such
Note as determined in accordance with Section 1273 of the Internal  Revenue Code
plus (2) the aggregate of the portions of the original issue discount, i.e., the
excess of the  amounts  considered  as part of the "stated  redemption  price at
maturity" of such Note within the meaning of Section  1273(a)(2) of the Internal
Revenue Code or any successor  provisions,  whether  denominated as principal or
interest, over the issue price of such Note, that shall theretofore have accrued
pursuant to Section 1272 of the Internal Revenue Code, without regard to Section
1272(a)(7) of the Internal Revenue Code, from the date of issue of such Note (a)
for each  six-month or shorter  period  ending April 1 or October 1 prior to the
date of  determination  and (b) for the shorter period,  if any, from the end of
the immediately  preceding  six-month or shorter period,  as the case may be, to
the date of determination  plus (3) accrued and unpaid interest to the date such



<PAGE>

Accreted  Value is paid  (without  duplication  of any  amount  set forth in (2)
above),  minus all  amounts  theretofore  paid in respect  of such  Note,  which
amounts are considered as part of the "stated  redemption  price at maturity" of
such Note within the meaning of Section  1273(a)(2) of the Internal Revenue Code
or any successor provisions whether such amounts paid were denominated principal
or interest.

     "AFFILIATE"  of any Person  means any other Person  directly or  indirectly
controlling  or  controlled by or under direct or indirect  common  control with
such  Person.  For  purposes  of this  definition,  "control"  (including,  with
correlative meanings, the terms "controlling," "controlled by" and "under common
control  with"),  as used 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 specified  Person,  whether through the ownership
of voting  securities,  by  agreement or  otherwise;  provided  that  beneficial
ownership of 10% or more of the voting securities of a Person shall be deemed to
be control.

     "APPLICABLE  PROCEDURES" means, with respect to any transfer or exchange of
or for beneficial  interests in any Global Warrant,  the rules and procedures of
the  Depositary,  Euroclear  and  Cedel  Bank  that  apply to such  transfer  or
exchange.

     "BUSINESS DAY" means any day other than a Legal Holiday.

     "CEDEL BANK" means Cedel Bank, SA.

     "CLOSING DATE" means the date hereof.

     "COMMISSION" means the Securities and Exchange Commission.

     "DEPOSITARY"  means,  with  respect to the  Warrants  issuable or issued in
whole or in part in global form,  the Person  specified in Section 3.3 hereof as
the Depositary with respect to the Warrants,  and any and all successors thereto
appointed  as  Depositary  hereunder  and having  become  such  pursuant  to the
applicable provision of the Indenture.

     "EUROCLEAR"  means  Morgan  Guaranty  Trust  Company of New York,  Brussels
office, and all successors thereto, as operator of the Euroclear system.

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

     "EXERCISE DATE" means October 1, 2001.

     "EXERCISE  PRICE" means the purchase  price per share of Common Stock to be
paid upon the  exercise of each  Warrant in  accordance  with the terms  hereof,
which price shall initially be $5.88 per share,  subject to adjustment from time
to time pursuant to Section 8 hereof.



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<PAGE>

     "GLOBAL WARRANTS" means, individually and collectively,  each of the Global
Warrants substantially in the form of Exhibit A hereto issued in accordance with
Section 3.1(b) and 3.5 hereof.

     "GLOBAL WARRANT  LEGEND" means the legend set forth in Section  3.5(g)(ii),
which is required to be placed on all Global  Warrants issued under this Warrant
Agreement.

     "HOLDER"  means a Person  who is listed as the  record  owner of  Warrants,
Warrant Shares and any other  securities  issued or issuable with respect to the
Warrants or the Warrant  Shares by way of a stock  dividend or stock split or in
connection with a combination of shares, recapitalization, merger, consolidation
or other reorganization.

     "INDENTURE"  means the indenture,  dated the date hereof,  by and among the
Company,  the  Guarantors  (as set forth in the  Indenture) and Wells Fargo Bank
Minnesota, National Association, as trustee relating to the Notes.

     "INDIRECT  PARTICIPANT" means a Person who holds a beneficial interest in a
Global Warrant through a Participant.

     "INITIAL   PURCHASERS"  means  Donaldson,   Lufkin  &  Jenrette  Securities
Corporation and First Union Securities, Inc.

     "INSTITUTIONAL  ACCREDITED  INVESTOR"  means  an  institution  that  is  an
"accredited  investor" as defined in Rule  501(a)(1),  (2), (3) or (7) under the
Securities Act, which is not also a QIB.

     "LEGAL  HOLIDAY"  means a  Saturday,  a Sunday  or a day on  which  banking
institutions  in the City of New York or at a place of payment are authorized by
law,  regulation  or executive  order to remain  closed.  If a payment date is a
Legal Holiday at a place of payment,  payment shall be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue on
such payment for the intervening period.

     "NON-U.S. PERSON" means a person who is not a U.S. Person.

     "OFFERING" means the offering by the Company of the Units.

     "OFFICER" means, with respect to any Person, the Chairman of the Board, the
Chief Executive Officer,  the President,  the Chief Operating Officer, the Chief
Financial Officer, the Treasurer, any Assistant Treasurer,  the Controller,  the
Secretary or any Vice-President of such Person.

     "ONE-YEAR  RESTRICTED PERIOD" means the one-year  "distribution  compliance
period" as defined in Rule 902(f) of Regulation S.



                                       3
<PAGE>

     "OPINION OF COUNSEL"  means an opinion from legal counsel who is reasonably
acceptable to the Warrant Agent in form and substance  reasonably  acceptable to
the Warrant Agent.  The counsel may be an employee of or counsel to the Company,
any subsidiary of the Company or the Warrant Agent.

     "PARTICIPANT" means, with respect to the Depositary,  Euroclear or Cedel, a
Person who has an account with the Depositary,  Euroclear or Cedel, respectively
(and, with respect to The Depository Trust Company,  shall include Euroclear and
Cedel).

     "PERSON" means any individual, corporation,  partnership, limited liability
company, joint venture, association,  joint-stock company, trust, unincorporated
organization  or  government  or any agency or  political  subdivision  thereof,
including  any   subdivision   or  ongoing   business  of  any  such  entity  or
substantially all of the assets of any such entity, subdivision or business.

     "PROSPECTUS" means 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.

     "PRIVATE  PLACEMENT LEGEND" means the legend set forth in Section 3.5(g)(i)
to be placed on all Warrants  issued under this Warrant  Agreement  except where
otherwise permitted by the provisions of this Warrant Agreement.

     "PURCHASE  AGREEMENT"  means that certain purchase  agreement,  dated as of
September 19, 2000, by and among the Company,  the  Guarantors  (as set forth in
the Purchase Agreement) and the Initial Purchasers pursuant to which the Company
agrees  to sell  units,  of  which  the  Warrants  form a part,  to the  Initial
Purchasers.

     "QIB" means a "qualified institutional buyer" as defined in Rule 144A.

     "REGISTRABLE  SECURITIES"  shall mean the Warrants,  the Warrant Shares and
any other  securities  issued or issuable  with  respect to the  Warrants or the
Warrant Shares by way of a stock dividend or stock split or in connection with a
combination  of  shares,   recapitalization,   merger,  consolidation  or  other
reorganization;  provided that a security  ceases to be a  Registrable  Security
when it is no longer a Transfer Restricted Security.

     "REGISTRATION  STATEMENT" means  "registration  statement," as such term is
defined in Section 2(a)(8) of the Securities Act.

     "REGULATION S" means Regulation S promulgated under the Securities Act.

     "REGULATION S GLOBAL WARRANT" means a global Warrant in the form of Exhibit
A hereto bearing the Global Warrant Legend, the Private Placement Legend and the


                                       4
<PAGE>

Regulation S Legend and  deposited  with or on behalf of and  registered  in the
name of the Depositary or its nominee.

     "REGULATION S LEGEND"  means the legend set forth in Section  3.5(g)(iv) to
be placed on all Registrable Securities issued pursuant to Regulation S.

     "RESTRICTED  DEFINITIVE  WARRANT"  means a Definitive  Warrant  bearing the
Private Placement Legend.

     "RESTRICTED  GLOBAL  WARRANT"  means a Global  Warrant  bearing the Private
Placement Legend.

     "RULE 144" means Rule 144 promulgated under the Securities Act.

     "RULE 144A" means Rule 144A promulgated under the Securities Act.

     "RULE 903" means Rule 903 promulgated under the Securities Act.

     "RULE 904" means Rule 904 promulgated under the Securities Act.

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

     "SEPARATION  DATE" means the  earliest of (i) 180 days after the closing of
the Offering,  (ii) the date on which a registration statement with respect to a
registered  exchange  offer  for the  Notes  is  declared  effective  under  the
Securities  Act, (iii) the date a shelf  registration  statement with respect to
the Notes is declared effective under the Securities Act, (iv) the occurrence of
a Change of Control or an Event of  Default  (each as defined in the  Indenture)
and (v) such date as Donaldson,  Lufkin & Jenrette Securities Corporation in its
sole  discretion  shall  determine (such date being at least three Business Days
after giving written notice to the DTC).

     "SHELF REGISTRATION" means a shelf Registration Statement filed pursuant to
Rule  415  under  the  Securities  Act  relating  to  the  Transfer   Restricted
Securities.

     "TRUSTEE" means the trustee under the Indenture.

     "TRANSFER  RESTRICTED  SECURITIES"  shall mean (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.


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<PAGE>

     "TRUSTEE"  means the  trustee  under the  Indenture.  "UNRESTRICTED  GLOBAL
WARRANT" means a global Warrant  substantially in the form of Exhibit A attached
hereto  that  bears the Global  Warrant  Legend  and that has the  "Schedule  of
Exchanges of  Interests in the Global  Warrant"  attached  thereto,  and that is
deposited  with or on behalf of and  registered  in the name of the  Depositary,
representing a series of Warrants that do not bear the Private Placement Legend.

     "UNRESTRICTED  DEFINITIVE  WARRANT" means one or more  Definitive  Warrants
that do not bear and are not required to bear the Private Placement Legend.

     "U.S.  PERSON"  means a U.S.  person as  defined in Rule  902(o)  under the
Securities Act.


SECTION 2.  APPOINTMENT OF WARRANT AGENT.

     The  Company  hereby  appoints  the  Warrant  Agent to act as agent for the
Company  in  accordance  with the  instructions  set forth  hereinafter  in this
Agreement and the Warrant Agent hereby accepts such appointment.


SECTION 3.  ISSUANCE OF WARRANTS; WARRANT CERTIFICATES.

     3.1  FORM AND DATING.

          (a) General.

     The Warrants  shall be  substantially  in the form of Exhibit A hereto (the
"WARRANT   CERTIFICATES").   The  Warrants  may  have   notations,   legends  or
endorsements  required by law, stock exchange rule or usage.  Each Warrant shall
be dated the date of the countersignature.

     The terms and provisions  contained in the Warrants shall  constitute,  and
are hereby expressly made, a part of this Warrant Agreement. The Company and the
Warrant  Agent,  by their  execution  and  delivery of this  Warrant  Agreement,
expressly  agree to such terms and provisions and to be bound thereby.  However,
to the extent any provision of any Warrant conflicts with the express provisions
of this Warrant Agreement, the provisions of this Warrant Agreement shall govern
and be controlling.

          (b) Global Warrants.

     Warrants  issued  in  global  form  shall be  substantially  in the form of
Exhibit A attached  hereto  (including the Global Warrant Legend thereon and the
"Schedule of Exchanges of Interests in the Global  Warrant"  attached  thereto).
Warrants issued in definitive form shall be substantially in the form of Exhibit
A attached hereto (but without the Global Warrant Legend thereon and without the


                                       6
<PAGE>

"Schedule of Exchanges of Interests in the Global  Warrant"  attached  thereto).
Each Global Warrant shall represent such of the outstanding Warrants as shall be
specified  therein and each shall provide that it shall  represent the number of
outstanding  Warrants from time to time endorsed  thereon and that the number of
outstanding  Warrants  represented  thereby  may from time to time be reduced or
increased, as appropriate, to reflect exchanges and redemptions. Any endorsement
of a Global  Warrant to reflect  the amount of any  increase  or decrease in the
number of outstanding  Warrants represented thereby shall be made by the Warrant
Agent in accordance  with written  instructions  given by the Holder  thereof as
required by Section 3.5 hereof.

          (c) Euroclear and Cedel Procedures Applicable, if Necessary.

     The  provisions of the "Operating  Procedures of the Euroclear  System" and
"Terms and  Conditions  Governing Use of Euroclear"  and the "General  Terms and
Conditions  of Cedel  Bank"  and  "Customer  Handbook"  of Cedel  Bank  shall be
applicable to transfers of beneficial  interests,  if any, in the Global Warrant
that are held by Participants through Euroclear or Cedel Bank.

     3.2 EXECUTION.

     An Officer  shall sign the  Warrants for the Company by manual or facsimile
signature.

     If the Officer whose  signature is on a Warrant no longer holds that office
at the time a Warrant is countersigned, the Warrant shall nevertheless be valid.

     A Warrant shall not be valid until countersigned by the manual signature of
the Warrant Agent.  The signature shall be conclusive  evidence that the Warrant
has been properly issued under this Warrant Agreement.

     The Warrant Agent shall,  upon a written order of the Company  signed by an
Officer (a "WARRANT COUNTERSIGNATURE Order"),  countersign Warrants for original
issue up to the number stated in the preamble hereto.

     The  Warrant  Agent may  appoint  an agent  acceptable  to the  Company  to
countersign  Warrants.  Such an agent  may  countersign  Warrants  whenever  the
Warrant  Agent  may do  so.  Each  reference  in  this  Warrant  Agreement  to a
countersignature by the Warrant Agent includes a countersignature by such agent.
Such an agent has the same rights as the Warrant  Agent to deal with the Company
or an Affiliate of the Company.

     3.3 WARRANT REGISTRAR.

     The  Company  shall  maintain  an office or agency  where  Warrants  may be
presented for  registration of transfer or for exchange  ("WARRANT  REGISTRAR").
The  Warrant  Registrar  shall  keep a  register  of the  Warrants  and of their
transfer  and  exchange.   The  Company  may  appoint  one  or  more  co-Warrant
Registrars.  The term "Warrant Registrar" includes any co-Warrant Registrar. The


                                       7
<PAGE>

Company  may change any Warrant  Registrar  without  notice to any  Holder.  The
Company shall notify the Warrant Agent in writing of the name and address of any
agent not a party to this Warrant Agreement.  If the Company fails to appoint or
maintain  another  entity as Warrant  Registrar,  the Warrant Agent shall act as
such. The Company or any of its subsidiaries may act as Warrant Registrar.

     The Company initially  appoints The Depository Trust Company ("DTC") to act
as Depositary with respect to the Global Warrants.

     The Company  initially  appoints  the  Warrant  Agent to act as the Warrant
Registrar with respect to the Global Warrants.

     3.4 HOLDER LISTS.

     The  Warrant  Agent shall  preserve  in as current a form as is  reasonably
practicable  the most recent list  available to it of the names and addresses of
all  Holders.  If the Warrant  Agent is not the Warrant  Registrar,  the Company
shall  promptly  furnish to the Warrant Agent at such times as the Warrant Agent
may request in  writing,  a list in such form and as of such date as the Warrant
Agent may reasonably require of the names and addresses of the Holders.

     3.5 TRANSFER AND EXCHANGE.

          (a) Transfer and Exchange of Global Warrants.

     A Global Warrant may not be transferred as a whole except by the Depositary
to a nominee of the Depositary, by a nominee of the Depositary to the Depositary
or to  another  nominee  of the  Depositary,  or by the  Depositary  or any such
nominee to a successor Depositary or a nominee of such successor Depositary. All
Global Warrants will be exchanged by the Company for Definitive  Warrants if (i)
the Company  delivers to the Warrant  Agent written  notice from the  Depositary
that it is unwilling or unable to continue to act as Depositary or that it is no
longer a clearing agency  registered under the Exchange Act and, in either case,
a successor Depositary is not appointed by the Company within 120 days after the
date of such notice from the  Depositary,(ii) the Company in its sole discretion
determines  that the  Global  Warrants  (in  whole  but not in part)  should  be
exchanged for Definitive  Warrants which the Company will provide to the Warrant
Agent and delivers a written notice to such effect to the Warrant Agent or (iii)
an event of default under the Indenture of which an officer of the Warrant Agent
has actual notice has occurred and is continuing  and the Warrant  Registrar has
received a request from DTC to issue Definitive Warrants. Upon the occurrence of
either of the preceding events in (i), (ii) or (iii) above,  Definitive Warrants
shall be issued in such names as the Depositary shall instruct the Warrant Agent
in writing.  Global  Warrants also may be exchanged or replaced,  in whole or in
part,  as provided in Sections 3.6 and 3.7 hereof.  A Global  Warrant may not be
exchanged  for another  Warrant  other than as provided in this Section  3.5(a),
however,  beneficial  interests  in a  Global  Warrant  may be  transferred  and
exchanged as provided in Section 3.5(b) or (c) hereof.



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<PAGE>

          (b)  Transfer  and  Exchange  of  Beneficial  Interests  in the Global
     Warrants.

     The transfer and exchange of  beneficial  interests in the Global  Warrants
shall be effected  through the Depositary,  in accordance with the provisions of
this Warrant Agreement and the Applicable  Procedures.  Beneficial  interests in
the  Restricted  Global  Warrants shall be subject to  restrictions  on transfer
comparable  to those set forth herein to the extent  required by the  Securities
Act. Transfers of beneficial interests in the Global Warrants also shall require
compliance with either subparagraph (i) or (ii) below, as applicable, as well as
one or more of the other following subparagraphs, as applicable:

               (i) Transfer of Beneficial  Interests in the Same Global Warrant.
          Beneficial   interests  in  any  Restricted   Global  Warrant  may  be
          transferred  to  Persons  who take  delivery  thereof in the form of a
          beneficial   interest  in  the  same  Restricted   Global  Warrant  in
          accordance  with the  transfer  restrictions  set forth in the Private
          Placement  Legend.  Beneficial  interests in any  Unrestricted  Global
          Warrant may be delivered to persons who take  delivery  thereof in the
          form of a beneficial  interest in an Unrestricted  Global Warrant.  No
          written  orders or  instructions  shall be required to be delivered to
          the  Warrant  Registrar  to effect  the  transfers  described  in this
          Section 3.5(b)(i).

               (ii) All Other Transfers and Exchanges of Beneficial Interests in
          Global  Warrants.  In  connection  with all transfers and exchanges of
          beneficial  interests that are not subject to Section 3.5(b)(i) above,
          the transferor of such beneficial interest must deliver to the Warrant
          Registrar  either  (A) (1) a written  order from a  Participant  or an
          Indirect  Participant  given to the Depositary in accordance  with the
          Applicable  Procedures  directing the Depositary to credit or cause to
          be  credited a  beneficial  interest in another  Global  Warrant in an
          amount equal to the beneficial interest to be transferred or exchanged
          and  (2)   instructions   given  in  accordance  with  the  Applicable
          Procedures containing information regarding the Participant account to
          be  credited  with such  increase  or (B) (1) a written  order  from a
          Participant  or an Indirect  Participant  given to the  Depositary  in
          accordance with the Applicable  Procedures directing the Depositary to
          cause to be issued a  Definitive  Warrant  in an  amount  equal to the
          beneficial   interest  to  be   transferred   or  exchanged   and  (2)
          instructions   given  by  the  Depositary  to  the  Warrant  Registrar
          containing  information  regarding  the  Person  in  whose  name  such
          Definitive  Warrant shall be  registered.  Upon  effectiveness  of the
          Registration  Statement  by the  Company in  accordance  with  Section
          3.5(f) hereof,  the  requirements of this Section  3.5(b)(ii) shall be
          deemed to have been satisfied upon receipt by the Warrant Registrar of
          a  certification  required  by the  Company  in  connection  with such
          Registration  Statement  delivered  by the  Holder of such  beneficial
          interests in the Restricted Global Warrants.  Upon satisfaction of all
          of the requirements  for transfer or exchange of beneficial  interests
          in Global  Warrants  contained in this  Agreement  and the Warrants or
          otherwise applicable under the Securities Act, the Warrant Agent shall
          adjust the principal amount of the relevant Global Warrant(s) pursuant
          to Section 3.5(h) hereof.



                                       9
<PAGE>

               (iii)  Transfer of  Beneficial  Interests  to Another  Restricted
          Global Warrant. A beneficial interest in any Restricted Global Warrant
          may be transferred to a Person who takes delivery  thereof in the form
          of a beneficial  interest in another  Restricted Global Warrant if the
          transfer  complies with the  requirements of Section  3.5(b)(ii) above
          and the Warrant Registrar receives the following:

                    (A) if the  transferee  will take  delivery in the form of a
               beneficial  interest  in  the  144A  Global  Warrant,   then  the
               transferor  must deliver a  certificate  in the form of Exhibit B
               hereto, including the certifications in item (1) thereof; and

                    (B) if the  transferee  will take  delivery in the form of a
               beneficial interest in the Regulation S Global Warrant,  then the
               transferor  must deliver a  certificate  in the form of Exhibit B
               hereto, including the certifications in item (2) thereof.

               (iv)  Transfer  and  Exchange  of   Beneficial   Interests  in  a
          Restricted Global Warrant for Beneficial Interests in the Unrestricted
          Global Warrant. A beneficial interest in any Restricted Global Warrant
          may be exchanged by any holder thereof for a beneficial interest in an
          Unrestricted  Global  Warrant  or  transferred  to a Person  who takes
          delivery  thereof  in  the  form  of  a  beneficial   interest  in  an
          Unrestricted  Global Warrant if the exchange or transfer complies with
          the requirements of Section 3.5(b)(ii) above and:

                    (A) such  transfer  is effected  pursuant to a  Registration
               Statement in accordance with this Agreement; or

                    (B) the Warrant Registrar receives the following:

                         (1) if the  holder  of such  beneficial  interest  in a
                    Restricted   Global   Warrant   proposes  to  exchange  such
                    beneficial   interest  for  a  beneficial   interest  in  an
                    Unrestricted  Global Warrant, a certificate from such holder
                    in  the   form  of   Exhibit   C   hereto,   including   the
                    certifications in item (1)(a) thereof; or

                         (2) if the  holder  of such  beneficial  interest  in a
                    Restricted   Global   Warrant   proposes  to  transfer  such
                    beneficial  interest  to a Person  who shall  take  delivery
                    thereof  in  the  form  of  a  beneficial   interest  in  an
                    Unrestricted  Global Warrant, a certificate from such holder
                    in  the   form  of   Exhibit   B   hereto,   including   the
                    certifications in item (4) thereof;

     and, in each such case set forth in this  subparagraph  (B), if the Warrant
     Registrar  so  requests or if the  Applicable  Procedures  so  require,  an
     Opinion of Counsel in form reasonably  acceptable to the Warrant  Registrar
     to the effect that such  exchange or  transfer  is in  compliance  with the
     Securities Act and that the  restrictions on transfer  contained herein and
     in the Private Placement Legend are no longer required in order to maintain
     compliance with the Securities Act.



                                       10
<PAGE>

     If any such transfer is effected  pursuant to  subparagraph  (B) above at a
time when an  Unrestricted  Global Warrant has not yet been issued,  the Company
shall issue and, upon receipt of an Warrant Countersignature Order in accordance
with  Section  3.2  hereof,  the Warrant  Agent  shall  countersign  one or more
Unrestricted  Global  Warrants in the number  equal to the number of  beneficial
interests transferred pursuant to subparagraph (B) above.

          (c) Transfer  and  Exchange of  Beneficial  Interests  for  Definitive
     Warrants.

               (i)  Beneficial   Interests  in  Restricted  Global  Warrants  to
          Restricted Definitive Warrants. If any holder of a beneficial interest
          in a Restricted  Global Warrant  proposes to exchange such  beneficial
          interest  for a  Restricted  Definitive  Warrant or to  transfer  such
          beneficial interest to a Person who takes delivery thereof in the form
          of a Restricted Definitive Warrant,  then, upon receipt by the Warrant
          Registrar of the following documentation:

                    (A)  if  the  holder  of  such  beneficial   interest  in  a
               Restricted  Global Warrant  proposes to exchange such  beneficial
               interest for a Restricted  Definitive Warrant, a certificate from
               such  holder  in the form of  Exhibit  C  hereto,  including  the
               certifications in item (2)(a) thereof;

                    (B) if such  beneficial  interest is being  transferred to a
               QIB in  accordance  with Rule 144A  under the  Securities  Act, a
               certificate  to  the  effect  set  forth  in  Exhibit  B  hereto,
               including the certifications in item (1) thereof;

                    (C) if such  beneficial  interest is being  transferred to a
               Non-U.S.  Person in an offshore  transaction  in accordance  with
               Rule 903 or Rule 904 under the  Securities  Act, a certificate to
               the  effect  set  forth  in  Exhibit  B  hereto,   including  the
               certifications in item (2) thereof;

                    (D)  if  such  beneficial   interest  is  being  transferred
               pursuant to an exemption from the  registration  requirements  of
               the  Securities  Act  in  accordance  with  Rule  144  under  the
               Securities  Act, a certificate to the effect set forth in Exhibit
               B hereto, including the certifications in item (3)(a) thereof;

                    (E) if such beneficial  interest is being  transferred to an
               Institutional  Accredited  Investor in  reliance on an  exemption
               from the  registration  requirements  of the Securities Act other
               than those  listed in  subparagraphs  (B)  through  (D) above,  a
               certificate  to  the  effect  set  forth  in  Exhibit  B  hereto,
               including the certifications, certificates and Opinion of Counsel
               required by item (3) thereof, if applicable;



                                       11
<PAGE>

                    (F) if such beneficial  interest is being transferred to the
               Company or any of its  Subsidiaries,  a certificate to the effect
               set forth in Exhibit B hereto,  including the  certifications  in
               item (3)(b) thereof; or

                    (G)  if  such  beneficial   interest  is  being  transferred
               pursuant  to  an  effective   registration  statement  under  the
               Securities  Act, a certificate to the effect set forth in Exhibit
               B hereto, including the certifications in item (3)(c) thereof,

     the Warrant Agent shall cause, in accordance with the standing instructions
     and procedures  existing  between the Depositary and the Warrant Agent, the
     number of Warrants  represented  by the Global Warrant to be reduced by the
     number of Warrants to be represented by the Definitive  Warrant pursuant to
     Section 3.5(h) hereof,  and the Company shall execute and the Warrant Agent
     pursuant to Section 3.2 hereof shall  countersign and deliver to the Person
     designated  in the  instructions  a Definitive  Warrant in the  appropriate
     amount. Any Definitive Warrant issued in exchange for a beneficial interest
     in a Restricted  Global  Warrant  pursuant to this Section  3.5(c) shall be
     registered in such name or names as the holder of such beneficial  interest
     shall instruct the Warrant Registrar through written  instructions from the
     Depositary and the Participant or Indirect  Participant.  The Warrant Agent
     shall deliver such  Definitive  Warrants to the Persons in whose names such
     Warrants are so registered. Any Definitive Warrant issued in exchange for a
     beneficial interest in a Restricted Global Warrant pursuant to this Section
     3.5(c)(i) shall bear the Private  Placement  Legend and shall be subject to
     all restrictions on transfer contained therein.

               (ii)  Beneficial  Interests  in  Restricted  Global  Warrants  to
          Unrestricted Definitive Warrants. A Holder of a beneficial interest in
          a Restricted Global Warrant may exchange such beneficial  interest for
          an  Unrestricted  Definitive  Warrant or may transfer such  beneficial
          interest  to a Person  who takes  delivery  thereof  in the form of an
          Unrestricted Definitive Warrant only if:

                    (A) such transfer is effected  pursuant to the  Registration
               Statement  in  accordance  with the Warrant  Registration  Rights
               Agreement; or

                    (B) the Warrant Registrar receives the following:

                         (1) if the  holder  of such  beneficial  interest  in a
                    Restricted   Global   Warrant   proposes  to  exchange  such
                    beneficial  interest for a Definitive  Warrant that does not
                    bear the Private  Placement  Legend, a certificate from such
                    holder  in the  form of  Exhibit  C  hereto,  including  the
                    certifications in item (1)(b) thereof; or

                         (2) if the  holder  of such  beneficial  interest  in a
                    Restricted   Global   Warrant   proposes  to  transfer  such
                    beneficial  interest  to a Person  who shall  take  delivery
                    thereof in the form of a  Definitive  Warrant  that does not
                    bear the Private  Placement  Legend, a certificate from such
                    holder  in the  form of  Exhibit  B  hereto,  including  the
                    certifications in item (4) thereof;



                                       12
<PAGE>

               and, in each such case set forth in this subparagraph (B), if the
               Warrant Registrar so requests or if the Applicable  Procedures so
               require,  an Opinion of Counsel in form reasonably  acceptable to
               the  Warrant  Registrar  to the  effect  that  such  exchange  or
               transfer is in compliance  with the  Securities  Act and that the
               restrictions  on  transfer  contained  herein and in the  Private
               Placement  Legend  are no longer  required  in order to  maintain
               compliance with the Securities Act.

               (iii)  Beneficial  Interests in  Unrestricted  Global Warrants to
          Unrestricted  Definitive  Warrants.  If  any  Holder  of a  beneficial
          interest in an Unrestricted  Global Warrant  proposes to exchange such
          beneficial  interest  for a  Definitive  Warrant or to  transfer  such
          beneficial interest to a Person who takes delivery thereof in the form
          of a Definitive Warrant, then, upon satisfaction of the conditions set
          forth in Section  3.5(b)(ii) hereof, the Warrant Agent shall cause the
          amount of the  applicable  Global  Warrant to be  reduced  accordingly
          pursuant to Section 3.5(h)  hereof,  and the Company shall execute and
          the  Warrant  Agent  shall  countersign  and  deliver  to  the  Person
          designated in the instructions a Definitive Warrant in the appropriate
          principal  amount.  Any  Definitive  Warrant  issued in exchange for a
          beneficial  interest  pursuant to this  Section  3.5(c)(iii)  shall be
          registered in such name or names and in such  authorized  denomination
          or  denominations  as the  holder of such  beneficial  interest  shall
          instruct the Warrant Registrar  through written  instructions from the
          Depositary and the  Participant or Indirect  Participant.  The Warrant
          Agent shall deliver such  Definitive  Warrants to the Persons in whose
          names such Warrants are so registered.  Any Definitive  Warrant issued
          in  exchange  for a  beneficial  interest  pursuant  to  this  Section
          3.5(c)(iii) shall not bear the Private Placement Legend.

          (d)  Transfer  and  Exchange of  Definitive  Warrants  for  Beneficial
     Interests.

               (i)  Restricted  Definitive  Warrants to Beneficial  Interests in
          Restricted Global Warrants.  If any Holder of a Restricted  Definitive
          Warrant proposes to exchange such Warrant for a beneficial interest in
          a Restricted Global Warrant or to transfer such Restricted  Definitive
          Warrants  to a Person  who  takes  delivery  thereof  in the form of a
          beneficial interest in a Restricted Global Warrant, then, upon receipt
          by the Warrant Registrar of the following documentation:

                    (A) if the  Holder  of such  Restricted  Definitive  Warrant
               proposes to exchange such Warrant for a beneficial  interest in a
               Restricted Global Warrant,  a certificate from such Holder in the
               form of Exhibit C hereto,  including the  certifications  in item
               (2)(b) thereof;

                                       13
<PAGE>

                    (B)  if  such   Restricted   Definitive   Warrant  is  being
               transferred  to a QIB in  accordance  with  Rule  144A  under the
               Securities  Act, a certificate to the effect set forth in Exhibit
               B hereto, including the certifications in item (1) thereof;

                    (C)  if  such   Restricted   Definitive   Warrant  is  being
               transferred  to a Non-U.S.  Person in an offshore  transaction in
               accordance  with Rule 903 or Rule 904 under the Securities Act, a
               certificate  to  the  effect  set  forth  in  Exhibit  B  hereto,
               including the certifications in item (2) thereof;

                    (D)  if  such   Restricted   Definitive   Warrant  is  being
               transferred  pursuant  to  an  exemption  from  the  registration
               requirements  of the Securities  Act in accordance  with Rule 144
               under the  Securities  Act, a certificate to the effect set forth
               in Exhibit B hereto,  including the certifications in item (3)(a)
               thereof;

                    (E)  if  such   Restricted   Definitive   Warrant  is  being
               transferred to an Institutional  Accredited  Investor in reliance
               on  an  exemption  from  the  registration  requirements  of  the
               Securities  Act other  than  those  listed in  subparagraphs  (B)
               through  (D)  above,  a  certificate  to the  effect set forth in
               Exhibit B hereto, including the certifications,  certificates and
               Opinion of Counsel required by item (3) thereof, if applicable;

                    (F)  if  such   Restricted   Definitive   Warrant  is  being
               transferred  to  the  Company  or  any  of  its  Subsidiaries,  a
               certificate  to  the  effect  set  forth  in  Exhibit  B  hereto,
               including the certifications in item (3)(b) thereof; or

                    (G)  if  such   Restricted   Definitive   Warrant  is  being
               transferred pursuant to an effective registration statement under
               the  Securities  Act,  a  certificate  to the effect set forth in
               Exhibit B hereto,  including  the  certifications  in item (3)(c)
               thereof,

          the Warrant  Agent shall  cancel the  Restricted  Definitive  Warrant,
          increase  or cause  to be  increased  the  amount  of the  appropriate
          Restricted Global Warrant.

               (ii) Restricted  Definitive  Warrants to Beneficial  Interests in
          Unrestricted  Global  Warrants.  A Holder of a  Restricted  Definitive
          Warrant may  exchange  such  Warrant for a  beneficial  interest in an
          Unrestricted  Global  Warrant or transfer such  Restricted  Definitive
          Warrant  to a  Person  who  takes  delivery  thereof  in the form of a
          beneficial interest in an Unrestricted Global Warrant only if:

                    (A) such transfer is effected  pursuant to the  Registration
               Statement in accordance with this Agreement; or

                    (B) the Warrant Registrar receives the following:

                                       14
<PAGE>

                         (1) if the Holder of such Definitive  Warrants proposes
                    to exchange such  Warrants for a beneficial  interest in the
                    Unrestricted  Global Warrant, a certificate from such Holder
                    in  the   form  of   Exhibit   C   hereto,   including   the
                    certifications in item (1)(c) thereof; or

                         (2) if the Holder of such Definitive  Warrants proposes
                    to  transfer  such  Warrants  to a  Person  who  shall  take
                    delivery thereof in the form of a beneficial interest in the
                    Unrestricted  Global Warrant, a certificate from such Holder
                    in  the   form  of   Exhibit   B   hereto,   including   the
                    certifications in item (4) thereof;

          and,  in each  such case set forth in this  subparagraph  (D),  if the
          Warrant  Registrar  so requests  or if the  Applicable  Procedures  so
          require,  an Opinion of Counsel in form  reasonably  acceptable to the
          Warrant  Registrar to the effect that such  exchange or transfer is in
          compliance  with  the  Securities  Act and that  the  restrictions  on
          transfer  contained herein and in the Private  Placement Legend are no
          longer  required in order to maintain  compliance  with the Securities
          Act.

     Upon  satisfaction  of the conditions of any of the  subparagraphs  in this
     Section 3.5(d)(ii),  the Warrant Agent shall cancel the Definitive Warrants
     and increase or cause to be increased the aggregate principal amount of the
     Unrestricted Global Warrant.

               (iii) Unrestricted Definitive Warrants to Beneficial Interests in
          Unrestricted Global Warrants.  A Holder of an Unrestricted  Definitive
          Warrant may  exchange  such  Warrant for a  beneficial  interest in an
          Unrestricted  Global Warrant or transfer such Definitive Warrants to a
          Person who takes delivery thereof in the form of a beneficial interest
          in an  Unrestricted  Global  Warrant  at any time.  Upon  receipt of a
          written request for such an exchange or transfer from the Holder,  the
          Warrant  Agent shall  cancel the  applicable  Unrestricted  Definitive
          Warrant and increase or cause to be increased the amount of one of the
          Unrestricted Global Warrants.

          If any such  exchange  or  transfer  from a  Definitive  Warrant  to a
          beneficial  interest is effected pursuant to subparagraphs  (ii)(B) or
          (iii) above at a time when an Unrestricted  Global Warrant has not yet
          been issued,  the Company  shall issue and, upon receipt of an Warrant
          Countersignature  Order in  accordance  with  Section 3.2 hereof,  the
          Warrant  Agent  shall  countersign  one or  more  Unrestricted  Global
          Warrants in the number equal to the number of beneficial  interests of
          Definitive Warrants so transferred.

          (e)  Transfer  and  Exchange of  Definitive  Warrants  for  Definitive
     Warrants.

     Upon written  request by a Holder of Definitive  Warrants and such Holder's
compliance  with the provisions of this Section  3.5(e),  the Warrant  Registrar


                                       15
<PAGE>


shall  register the transfer or exchange of Definitive  Warrants.  Prior to such
registration  of transfer or exchange,  the  requesting  Holder shall present or
surrender to the Warrant  Registrar  the  Definitive  Warrants  duly endorsed or
accompanied  by a written  instruction of transfer in form  satisfactory  to the
Warrant  Registrar  duly  executed  by  such  Holder  or by its  attorney,  duly
authorized  in writing.  In addition,  the  requesting  Holder shall provide any
additional certifications,  documents and information,  as applicable,  required
pursuant to the following provisions of this Section 3.5(e).

               (i)  Restricted  Definitive  Warrants  to  Restricted  Definitive
          Warrants.  Any Restricted Definitive Warrant may be transferred to and
          registered  in the name of Persons  who take  delivery  thereof in the
          form of a  Restricted  Definitive  Warrant  if the  Warrant  Registrar
          receives the following:

                    (A) if the transfer will be made pursuant to Rule 144A under
               the  Securities   Act,  then  the   transferor   must  deliver  a
               certificate  in the  form of  Exhibit  B  hereto,  including  the
               certifications in item (1) thereof;

                    (B) if the  transfer  will be made  pursuant  to Rule 903 or
               Rule 904, then the  transferor  must deliver a certificate in the
               form of Exhibit B hereto,  including the  certifications  in item
               (2) thereof; or

                    (C) if the  transfer  will be  made  pursuant  to any  other
               exemption from the  registration  requirements  of the Securities
               Act, then the  transferor  must deliver a certificate in the form
               of Exhibit B hereto,  including the certifications,  certificates
               and  Opinion  of  Counsel  required  by  item  (3)  thereof,   if
               applicable.

               (ii) Restricted  Definitive  Warrants to Unrestricted  Definitive
          Warrants.  Any Restricted  Definitive  Warrant may be exchanged by the
          Holder thereof for an Unrestricted  Definitive  Warrant or transferred
          to a Person or  Persons  who take  delivery  thereof in the form of an
          Unrestricted Definitive Warrant if:

                    (A)  any  such   transfer  is   effected   pursuant  to  the
               Registration   Statement   in   accordance   with   the   Warrant
               Registration Rights Agreement; or

                    (B) the Warrant Registrar receives the following:

                         (1)  if  the  Holder  of  such  Restricted   Definitive
                    Warrants   proposes  to  exchange   such   Warrants  for  an
                    Unrestricted  Definitive  Warrant,  a certificate  from such
                    Holder  in the  form of  Exhibit  C  hereto,  including  the
                    certifications in item (1)(d) thereof; or

                         (2)  if  the  Holder  of  such  Restricted   Definitive
                    Warrants  proposes to transfer such Warrants to a Person who
                    shall take delivery  thereof in the form of an  Unrestricted
                    Definitive  Warrant,  a certificate  from such Holder in the


                                       16
<PAGE>

                    form of Exhibit B hereto,  including the  certifications  in
                    item (4) thereof;

               and, in each such case set forth in this subparagraph (B), if the
               Warrant  Registrar  so  requests,  an  Opinion of Counsel in form
               reasonably  acceptable  to the  Company to the  effect  that such
               exchange or transfer is in compliance with the Securities Act and
               that the  restrictions  on transfer  contained  herein and in the
               Private  Placement  Legend  are no  longer  required  in order to
               maintain compliance with the Securities Act.

               (iii) Unrestricted Definitive Warrants to Unrestricted Definitive
          Warrants.  A Holder of Unrestricted  Definitive  Warrants may transfer
          such Warrants to a Person who takes delivery thereof in the form of an
          Unrestricted  Definitive Warrant. Upon receipt of a written request to
          register such a transfer,  the Warrant  Registrar  shall  register the
          Unrestricted Definitive Warrants pursuant to the instructions from the
          Holder thereof.

          (f) Registration Statement.

          Upon  the  effectiveness  of a  Registration  Statement  and  sales of
     Warrants in connection therewith, the Company shall issue and, upon receipt
     of a Warrant  Countersignature  Order in  accordance  with Section 3.2, the
     Warrant  Agent  shall  countersign  (i)  one or  more  Unrestricted  Global
     Warrants in an amount  equal to the amount of the  beneficial  interests in
     the Restricted Global Warrants sold under such  Registration  Statement and
     (ii) Definitive Warrants in an amount equal to the amount of the beneficial
     interests  of  the   Restricted   Definitive   Warrants   sold  under  such
     Registration  Statement.  Concurrently  with the issuance of such Warrants,
     the  Warrant  Agent  shall  cause the amount of the  applicable  Restricted
     Global  Warrants to be reduced  accordingly,  and the Company shall execute
     and  the  Warrant  Agent  shall  countersign  and  deliver  to the  Persons
     designated  by the Holders of  Definitive  Warrants so accepted  Definitive
     Warrants in the appropriate amount.

          (g) Legends.

          The following  legends shall appear on the face of all Global Warrants
     and  Definitive   Warrants  issued  under  this  Warrant  Agreement  unless
     specifically stated otherwise in the applicable  provisions of this Warrant
     Agreement.

               (i) Private Placement Legend.

                    (A) Except as  permitted  by  subparagraph  (B) below,  each
               Global  Warrant and each  Definitive  Warrant  (and all  Warrants
               issued in exchange  therefor or substitution  thereof) shall bear
               the legend in substantially the following form:

                    "THIS SECURITY (OR ITS  PREDECESSOR)  AND THE WARRANT SHARES
               TO BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE


                                       17
<PAGE>

               U.S.  SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES  ACT"),
               AND, ACCORDINGLY,  MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
               TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
               BENEFIT  OF,  U.S.  PERSONS,  EXCEPT  AS SET  FORTH  IN THE  NEXT
               SENTENCE.  BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL  INTEREST
               HEREIN, THE HOLDER:

                    (1)  REPRESENTS  THAT (A) IT IS A  "QUALIFIED  INSTITUTIONAL
               BUYER"  (AS  DEFINED IN RULE 144A  UNDER THE  SECURITIES  ACT) (A
               "QIB"),  (B)  IT  HAS  ACQUIRED  THIS  SECURITY  IN  AN  OFFSHORE
               TRANSACTION IN COMPLIANCE  WITH REGULATION S UNDER THE SECURITIES
               ACT OR  (C)  IT IS AN  INSTITUTIONAL  "ACCREDITED  INVESTOR"  (AS
               DEFINED IN RULE  501(A)(1),(2),  (3) OR (7) OF REGULATION D UNDER
               THE SECURITIES ACT (AN "IAI")),

                    (2)  AGREES  THAT IT WILL NOT RESELL OR  OTHERWISE  TRANSFER
               THIS   SECURITY   EXCEPT  (A)  TO  THE  COMPANY  OR  ANY  OF  ITS
               SUBSIDIARIES, (B) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES
               IS A QIB  PURCHASING  FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
               QIB IN A TRANSACTION  MEETING THE  REQUIREMENTS OF RULE 144A, (C)
               IN AN OFFSHORE  TRANSACTION  MEETING THE REQUIREMENTS OF RULE 903
               OR 904 OF THE  SECURITIES  ACT, (D) IN A TRANSACTION  MEETING THE
               REQUIREMENTS  OF RULE 144 UNDER THE SECURITIES ACT, (E) TO AN IAI
               THAT,  PRIOR TO SUCH  TRANSFER,  FURNISHES  THE  WARRANT  AGENT A
               SIGNED LETTER CONTAINING CERTAIN  REPRESENTATIONS  AND AGREEMENTS
               RELATING TO THE TRANSFER OF THIS  SECURITY (THE FORM OF WHICH CAN
               BE OBTAINED  FROM THE WARRANT  AGENT) AND, IF SUCH TRANSFER IS IN
               RESPECT OF AN AGGREGATE  PRINCIPAL  AMOUNT OF SECURITY  LESS THAN
               $250,000,  AN OPINION OF COUNSEL  ACCEPTABLE  TO THE COMPANY THAT
               SUCH TRANSFER IS IN COMPLIANCE  WITH THE  SECURITIES  ACT, (F) IN
               ACCORDANCE   WITH  ANOTHER   EXEMPTION   FROM  THE   REGISTRATION
               REQUIREMENTS  OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF
               COUNSEL  ACCEPTABLE  TO  THE  COMPANY)  OR  (G)  PURSUANT  TO  AN
               EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE
               WITH THE  APPLICABLE  SECURITIES  LAWS OF ANY STATE OF THE UNITED
               STATES OR ANY OTHER APPLICABLE JURISDICTION,

                    (3) AGREES NOT TO ENGAGE IN HEDGING  TRANSACTIONS  UNLESS IN
               COMPLIANCE WITH THE SECURITIES ACT AND

                    (4) AGREES THAT IT WILL  DELIVER TO EACH PERSON TO WHOM THIS
               SECURITY  OR  AN  INTEREST   HEREIN  IS   TRANSFERRED   A  NOTICE
               SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.


                                       18
<PAGE>

                    AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION" AND "UNITED
               STATES" HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION
               S UNDER THE  SECURITIES  ACT.  THE WARRANT  AGREEMENT  CONTAINS A
               PROVISION  REQUIRING  THE WARRANT AGENT TO REFUSE TO REGISTER ANY
               TRANSFER OF THIS SECURITY IN VIOLATION OF THE FOREGOING.

                         (B) Notwithstanding  the foregoing,  any Global Warrant
                    or  Definitive  Warrant  issued  pursuant  to  subparagraphs
                    (b)(iv),  (c)(ii),  (c)(iii),  (d)(ii),  (d)(iii),  (e)(ii),
                    (e)(iii) or (f) to this Section 3.5 (and all Warrants issued
                    in exchange therefor or substitution thereof) shall not bear
                    the Private Placement Legend.

               (ii) Global  Warrant  Legend.  Each Global  Warrant  shall bear a
          legend in substantially the following form:

                    "THIS GLOBAL  WARRANT IS HELD BY THE  DEPOSITARY (AS DEFINED
               IN THE WARRANT  AGREEMENT  GOVERNING THIS WARRANT) OR ITS NOMINEE
               IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL  OWNERS HEREOF,  AND
               IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES  EXCEPT
               THAT (I) THE WARRANT AGENT MAY MAKE SUCH NOTATIONS  HEREON AS MAY
               BE REQUIRED  PURSUANT  TO SECTION  3.5 OF THE WARRANT  AGREEMENT,
               (II) THIS  GLOBAL  WARRANT MAY BE  EXCHANGED  IN WHOLE BUT NOT IN
               PART PURSUANT TO SECTION 3.5(a) OF THE WARRANT  AGREEMENT,  (III)
               THIS GLOBAL  WARRANT MAY BE  DELIVERED  TO THE WARRANT  AGENT FOR
               CANCELLATION PURSUANT TO SECTION 3.8 OF THE WARRANT AGREEMENT AND
               (IV)  THIS  GLOBAL  WARRANT  MAY BE  TRANSFERRED  TO A  SUCCESSOR
               DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY."

               (iii) Unit Legend.  Each Warrant  issued prior to the  Separation
          Date shall bear a legend in substantially the following form:

                    "THE WARRANTS  EVIDENCED BY THIS  CERTIFICATE  ARE INITIALLY
               ISSUED AS PART OF AN  ISSUANCE  OF 295,000  UNITS (THE  "UNITS"),
               EACH OF WHICH CONSISTS OF $1,000  PRINCIPAL AMOUNT AT MATURITY OF
               THE 14% SENIOR  DISCOUNT NOTES DUE 2010 OF HORIZON PCS, INC. (THE
               "NOTES") AND ONE WARRANT (THE "WARRANTS") INITIALLY ENTITLING THE
               HOLDER  THEREOF TO PURCHASE 12.90 SHARES OF CLASS A COMMON STOCK,
               PAR VALUE $.0001 PER SHARE, OF HORIZON PCS, INC.

                    "PRIOR TO THE  EARLIEST OF (I) 180 DAYS AFTER THE CLOSING OF
               THE OFFERING OF THE UNITS,  (II) THE DATE ON WHICH A REGISTRATION
               STATEMENT  WITH  RESPECT TO A REGISTERED  EXCHANGE  OFFER FOR THE
               NOTES IS DECLARED EFFECTIVE UNDER THE ACT, (III) THE DATE A SHELF
               REGISTRATION STATEMENT


                                       19
<PAGE>

               WITH  RESPECT  TO THE  NOTES  IS  DECLARED  EFFECTIVE  UNDER  THE
               SECURITIES  ACT, (IV) THE OCCURRENCE OF A CHANGE OF CONTROL OR AN
               EVENT OF DEFAULT (EACH AS DEFINED IN THE INDENTURE  GOVERNING THE
               NOTES)  AND  (V)  SUCH  DATE  AS  DONALDSON,  LUFKIN  &  JENRETTE
               SECURITIES  CORPORATION  (OR ITS SUCCESSOR OR ASSIGN) IN ITS SOLE
               DISCRETION  SHALL  DETERMINE,  THE  WARRANTS  EVIDENCED  BY  THIS
               CERTIFICATE MAY NOT BE TRANSFERRED OR EXCHANGED  SEPARATELY FROM,
               BUT MAY BE  TRANSFERRED  OR EXCHANGED  ONLY  TOGETHER  WITH,  THE
               NOTES."

               (iv)  Regulation  S. Legend.  Each Warrant that is a  Registrable
          Security and issued  pursuant to Regulation S shall bear the following
          legend on the face thereof:

                    "THIS  WARRANT  AND THE  SECURITIES  TO BE  ISSUED  UPON ITS
               EXERCISE HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES ACT AND
               THE  WARRANT  MAY NOT BE  EXERCISED  BY OR ON  BEHALF OF ANY U.S.
               PERSON UNLESS  REGISTERED UNDER THE U.S.  SECURITIES ACT OF 1933,
               AS  AMENDED  (THE  "SECURITIES  ACT") OR AN  EXEMPTION  FROM SUCH
               REGISTRATION IS AVAILABLE. IN ORDER TO EXERCISE THIS WARRANT, THE
               HOLDER MUST  FURNISH TO THE COMPANY AND THE WARRANT  AGENT EITHER
               (A) A WRITTEN  CERTIFICATION THAT IT IS NOT A U.S. PERSON AND THE
               WARRANT IS NOT BEING  EXERCISED ON BEHALF OF A U.S. PERSON OR (B)
               A WRITTEN  OPINION OF COUNSEL TO THE EFFECT  THAT THE  SECURITIES
               DELIVERED UPON EXERCISE OF THE WARRANT HAVE BEEN REGISTERED UNDER
               THE  SECURITIES  ACT OR THAT THE DELIVERY OF SUCH  SECURITIES  IS
               EXEMPT FROM THE REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT.
               TERMS  IN  THIS  LEGEND  HAVE  THE  MEANINGS  GIVEN  TO  THEM  BY
               REGULATION S UNDER THE SECURITIES ACT."

          (h) Cancellation and/or Adjustment of Global Warrants.

          At such  time  as all  beneficial  interests  in a  particular  Global
     Warrant  have been  exercised  or exchanged  for  Definitive  Warrants or a
     particular  Global  Warrant has been  exercised,  redeemed,  repurchased or
     canceled  in whole  and not in part,  each  such  Global  Warrant  shall be
     returned to or retained  and  canceled by the Warrant  Agent in  accordance
     with  Section 3.8 hereof.  At any time prior to such  cancellation,  if any
     beneficial  interest in a Global  Warrant is exercised or exchanged  for or
     transferred  to a Person  who will take  delivery  thereof in the form of a
     beneficial  interest in another Global Warrant or for Definitive  Warrants,
     the amount of Warrants  represented by such Global Warrant shall be reduced


                                       20
<PAGE>

     accordingly and an endorsement  shall be made on such Global Warrant by the
     Warrant  Agent  or by  the  Depositary  at  the  written  direction  of the
     Depositary to reflect such  reduction;  and if the  beneficial  interest is
     being  exchanged  for or  transferred  to a Person  who will take  delivery
     thereof in the form of a  beneficial  interest in another  Global  Warrant,
     such other Global Warrant shall be increased accordingly and an endorsement
     shall  be  made on such  Global  Warrant  by the  Warrant  Agent  or by the
     Depositary  at the written  direction  of the  Depositary  to reflect  such
     increase.

          (i) General Provisions Relating to Transfers and Exchanges.

               (i) To permit  registrations  of  transfers  and  exchanges,  the
          Company shall execute and the Warrant Agent shall  countersign  Global
          Warrants and  Definitive  Warrants upon the Company's  order or at the
          Warrant Registrar's request.

               (ii) No service  charge shall be made to a holder of a beneficial
          interest in a Global  Warrant or to a holder of a  Definitive  Warrant
          for any  registration  of  transfer or  exchange,  but the Company may
          require  payment  of a sum  sufficient  to cover any  transfer  tax or
          similar governmental charge payable in connection therewith.

               (iii) All Global Warrants and Definitive Warrants issued upon any
          registration  of transfer or exchange of Global Warrants or Definitive
          Warrants shall be the duly  authorized,  executed and issued  warrants
          for Common Stock of the Company, not subject to any preemptive rights,
          and entitled to the same benefits under this Warrant Agreement, as the
          Global  Warrants  or  Definitive   Warrants   surrendered   upon  such
          registration of transfer or exchange.

               (iv) Prior to due presentment for the  registration of a transfer
          of any Warrant,  the Warrant  Agent and the Company may deem and treat
          the Person in whose name any  Warrant is  registered  as the  absolute
          owner of such Warrant for all  purposes and neither the Warrant  Agent
          nor the Company shall be affected by notice to the contrary.

               (v) The  Warrant  Agent shall  countersign  Global  Warrants  and
          Definitive  Warrants in accordance  with the provisions of Section 3.2
          hereof.

          (j) Facsimile Submissions to Warrant Agent.

               All certifications, certificates and Opinions of Counsel required
          to be submitted to the Warrant Registrar  pursuant to this Section 3.5
          to effect a  registration  of transfer or exchange may be submitted by
          facsimile with the original to follow immediately thereafter.

               The Warrant Registrar shall not be responsible for confirming the
          truth or accuracy of representations  made in any such  certifications
          or certificates.  As to any Opinions of Counsel delivered  pursuant to
          this Section 3.5, the Warrant  Registrar  may rely upon,  and be fully
          protected in relying upon, such opinions.



                                       21
<PAGE>

     3.6 REPLACEMENT WARRANTS.

     If any mutilated Warrant is surrendered to the Warrant Agent or the Company
and the Warrant Agent receives  evidence to its satisfaction of the destruction,
loss or theft of any  Warrant,  the Company  shall issue and the Warrant  Agent,
upon  receipt  of  a  Warrant   Countersignature   Order,  shall  countersign  a
replacement Warrant if the Warrant Agent's  requirements are met. If required by
the Warrant  Agent or the  Company,  an  indemnity  bond must be supplied by the
Holder that is  sufficient  in the judgment of the Warrant Agent and the Company
to protect the Company,  the Warrant Agent, any Agent and any agent for purposes
of the  countersignature  from any loss that any of them may suffer if a Warrant
is replaced. The Company may charge for its expenses in replacing a Warrant.

     Every replacement Warrant is an additional warrant of the Company and shall
be  entitled  to all of the  benefits  of this  Warrant  Agreement  equally  and
proportionately with all other Warrants duly issued hereunder.

     3.7 TEMPORARY WARRANTS.

     Until  certificates  representing  Warrants  are  ready for  delivery,  the
Company  may  prepare  and  the  Warrant  Agent,   upon  receipt  of  a  Warrant
Countersignature Order, shall issue temporary Warrants. Temporary Warrants shall
be  substantially  in the form of certificated  Warrants but may have variations
that the Company  considers  appropriate for temporary  Warrants and as shall be
reasonably  acceptable to the Warrant Agent.  Without  unreasonable  delay,  the
Company  shall  prepare  and the  Warrant  Agent  shall  countersign  definitive
Warrants in exchange for temporary Warrants.

     Holders of temporary  Warrants  shall be entitled to all of the benefits of
this Warrant Agreement.

     3.8 CANCELLATION.

     Subject to  Section  3.5(h)  hereof,  the  Company at any time may  deliver
Warrants to the  Warrant  Agent for  cancellation.  The  Warrant  Registrar  and
Warrant Paying Agent shall forward to the Warrant Agent any Warrants surrendered
to them for  registration of transfer,  exchange or exercise.  The Warrant Agent
and no one else shall  cancel  all  Warrants  surrendered  for  registration  of
transfer,  exchange,  exercise,  replacement or  cancellation  and shall destroy
canceled Warrants  (subject to the record retention  requirement of the Exchange
Act).  Certification  of the  destruction  of all  canceled  Warrants  shall  be
delivered  to the  Company.  The Company  may not issue new  Warrants to replace
Warrants  that have been  exercised  or that have been  delivered to the Warrant
Agent for cancellation.



                                       22
<PAGE>

SECTION 4. SEPARATION OF WARRANTS; TERMS OF WARRANTS; EXERCISE OF WARRANTS.

          (a) The Notes and Warrants will not be separately  transferable  until
     the Separation  Date.  Subject to the terms of this Agreement,  each Holder
     shall have the right,  which may be exercised during the period  commencing
     at the opening of business on the  Exercise  Date and until 5:00 p.m.,  New
     York City time on October 1, 2010 (the "EXERCISE PERIOD"),  to receive from
     the Company the number of fully paid and nonassessable Warrant Shares which
     the Holder may at the time be  entitled  to  receive  on  exercise  of such
     Warrants and payment of the Exercise Price (i) by tendering Notes having an
     aggregate Accreted Value, plus accrued and unpaid interest,  if any thereon
     to the date of exercise or (ii) in cash,  by wire  transfer or by certified
     or official check payable to the order of the Company,  in each case, equal
     to the Exercise Price then in effect for such Warrant Shares; provided that
     Holders shall be able to exercise  their  Warrants  only if a  Registration
     Statement relating to the Warrant Shares is then in effect, or the exercise
     of such  Warrants  is  exempt  from the  registration  requirements  of the
     Securities  Act, and such  securities are qualified for sale or exempt from
     qualification  under the applicable  securities laws of the states in which
     the various Holders of the Warrants or other persons to whom it is proposed
     that the Warrant Shares be issued on exercise of the Warrants reside.  Each
     Warrant not exercised prior to 5:00 p.m., New York City time, on October 1,
     2010 (the  "EXPIRATION  DATE") shall become void and all rights  thereunder
     and all rights in respect  thereof under this  agreement  shall cease as of
     such time. No adjustments as to dividends will be made upon exercise of the
     Warrants.

          (b) In order to exercise all or any of the Warrants  represented  by a
     Warrant  Certificate,  the holder thereof must deliver to the Warrant Agent
     at its  corporate  trust  office set forth in Section 15 hereof the Warrant
     Certificate  and the form of election  to  purchase on the reverse  thereof
     duly filled in and signed, which signature shall be medallion guaranteed by
     an  institution  which is a member  of a  Securities  Transfer  Association
     recognized  signature  guarantee  program,  and upon payment to the Warrant
     Agent for the account of the Company of the  Exercise  Price,  which is set
     forth in the form of Warrant  Certificate  attached hereto as Exhibit A, as
     adjusted as herein provided, for the number of Warrant Shares in respect of
     which such Warrants are then exercised.  Payment of the aggregate  Exercise
     Price  shall be made (i) in  cash,  by wire  transfer  or by  certified  or
     official  bank  check  payable  to the  order  of the  Company  or  (ii) by
     tendering Notes in the manner provided in Section 4(a) hereof.

          (c) Subject to the  provisions  of Section 5 hereof,  upon  compliance
     with  clause (b) above,  the  Warrant  Agent  shall  deliver or cause to be
     delivered with all reasonable dispatch, to or upon the written order of the
     Holder and in such name or names as the Holder may designate, a certificate
     or  certificates  for the number of whole Warrant Shares  issuable upon the
     exercise of such  Warrants,  together with cash delivered by the Company in
     lieu of fractional shares as provided in Section 9 hereof; provided that if
     any  consolidation,  merger or lease or sale of assets  is  proposed  to be
     effected by the Company as described  in Section  8(m) hereof,  or a tender
     offer or an exchange  offer for shares of Common Stock shall be made,  upon
     such  surrender of Warrants and payment of the Exercise Price as aforesaid,
     the Warrant  Agent shall,  as soon as possible,  but in any event not later


                                       23
<PAGE>

     than two Business  Days  thereafter,  deliver or cause to be delivered  the
     full number of Warrant  Shares  issuable upon the exercise of such Warrants
     in the manner described in this sentence or other securities or property to
     which such Holder is entitled hereunder,  together with cash as provided in
     Section 9 hereof.  Such certificate or certificates shall be deemed to have
     been  issued  and any person so  designated  to be named  therein  shall be
     deemed to have become a Holder of record of such  Warrant  Shares as of the
     date of the surrender of such Warrants and payment of the Exercise Price.

          (d) The Warrants shall be exercisable,  at the election of the Holders
     thereof,  either in full or from time to time in part. If less than all the
     Warrants represented by a Definitive Warrant are exercised, such Definitive
     Warrant shall be surrendered and a new Definitive Warrant of the same tenor
     and for the number of Warrants  which were not exercised  shall be executed
     by the Company and  delivered  to the Warrant  Agent and the Warrant  Agent
     shall  countersign the new Definitive  Warrant,  registered in such name or
     names as may be directed in writing by the  Holder,  and shall  deliver the
     new  Definitive  Warrant to the Person or Persons  entitled  to receive the
     same.  The  Warrant  Agent  shall make such  notations  on the  Schedule of
     Exchange of  Interests  of Global  Warrants  to each Global  Warrant as are
     required  to reflect any change in the number of  Warrants  represented  by
     such Global  Warrant  resulting  from any exercise in  accordance  with the
     terms hereof.

          (e) All Warrant  Certificates  surrendered  upon  exercise of Warrants
     shall  be  cancelled  by  the  Warrant  Agent.   Such   cancelled   Warrant
     Certificates  shall then be disposed  of by the  Warrant  Agent in a manner
     satisfactory  to the Company.  The Warrant Agent shall account  promptly to
     the Company with respect to Warrants  exercised and concurrently pay to the
     Company all monies  received by the Warrant  Agent for the  purchase of the
     Warrant Shares through the exercise of such Warrants.

          (f) The  Warrant  Agent shall keep  copies of this  Agreement  and any
     notices given or received hereunder available for inspection by the Holders
     during normal  business  hours at its office.  The Company shall supply the
     Warrant  Agent  from  time to time  with  such  numbers  of  copies of this
     Agreement as the Warrant Agent may request.

SECTION 5. PAYMENT OF TAXES.

     The  Company  will pay all  documentary  stamp  taxes  attributable  to the
initial issuance of Warrant Shares upon the exercise of Warrants;  provided that
the  Company  shall not be required to pay any tax or taxes which may be payable
in respect of any transfer involved in the issue of any Warrant  Certificates or
any  certificates for Warrant Shares in a name other than that of the registered
holder of a Warrant Certificate  surrendered upon the exercise of a Warrant, and
the Company shall not be required to issue or deliver such Warrant  Certificates
unless or until the Person or Persons requesting the issuance thereof shall have
paid to the  Company  the  amount of such tax or shall have  established  to the
satisfaction of the Company that such tax has been paid.



                                       24
<PAGE>

SECTION 6. RESERVATION OF WARRANT SHARES.

          (a) The Company  will at all times  reserve and keep  available,  free
     from preemptive rights, out of the aggregate of its authorized but unissued
     Common  Stock  or its  authorized  and  issued  Common  Stock  held  in its
     treasury, for the purpose of enabling it to satisfy any obligation to issue
     Warrant  Shares upon exercise of Warrants,  the maximum number of shares of
     Common  Stock  which  may  then be  deliverable  upon the  exercise  of all
     outstanding Warrants.

          (b) The Company or, if  appointed,  the transfer  agent for the Common
     Stock (the "TRANSFER  Agent") and every  subsequent  transfer agent for any
     shares of the Company's  capital stock issuable upon the exercise of any of
     the  rights  of  purchase  aforesaid  will be  irrevocably  authorized  and
     directed at all times to reserve such number of authorized  shares as shall
     be  required  for  such  purpose.  The  Company  will  keep a copy  of this
     Agreement  on file  with  the  Transfer  Agent  and with  every  subsequent
     transfer agent for any shares of the Company's  capital stock issuable upon
     the exercise of the rights of purchase  represented  by the  Warrants.  The
     Warrant Agent is hereby irrevocably  authorized to requisition from time to
     time from such  Transfer  Agent the stock  certificates  required  to honor
     outstanding  Warrants upon exercise thereof in accordance with the terms of
     this  Agreement.  The Company  will supply  such  Transfer  Agent with duly
     executed  certificates for such purposes and will provide or otherwise make
     available  any cash which may be payable as  provided  in Section 9 hereof.
     The  Company  will  furnish  such  Transfer  Agent a copy of all notices of
     adjustments,  and certificates related thereto,  transmitted to each Holder
     pursuant to Section 10 hereof.

          (c) Before taking any action which would cause an adjustment  pursuant
     to Section 8 hereof to reduce the  Exercise  Price below the then par value
     (if any) of the Warrant Shares,  the Company will take any corporate action
     which may, in the opinion of its counsel (which may be counsel  employed by
     the  Company),  be  necessary  in order that the  Company  may  validly and
     legally issue fully paid and  nonassessable  Warrant Shares at the Exercise
     Price as so adjusted.

          (d) The Company  covenants that all Warrant Shares which may be issued
     upon exercise of Warrants will, upon issue,  be fully paid,  nonassessable,
     free of  preemptive  rights and free from all  taxes,  liens,  charges  and
     security interests with respect to the issuance thereof.

SECTION 7. OBTAINING STOCK EXCHANGE LISTINGS.

     The Company  will from time to time take all action  which may be necessary
so that the Warrant Shares, immediately upon their issuance upon the exercise of
Warrants,  will be  listed  on the  principal  securities  exchanges,  automated
quotation systems or other markets within the United States of America,  if any,
on which other shares of Common Stock are then listed, if any.



                                       25
<PAGE>

SECTION 8. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES ISSUABLE.

     The  Exercise  Price and the number of  Warrant  Shares  issuable  upon the
exercise of each  Warrant are subject to  adjustment  from time to time upon the
occurrence  of the events  enumerated  in this  Section 8. For  purposes of this
Section 8, "COMMON STOCK" means shares now or hereafter  authorized of any class
of common  stock of the  Company  and any other  stock of the  Company,  however
designated,  that has the right  (subject  to any  prior  rights of any class or
series of preferred  stock) to participate in any  distribution of the assets or
earnings of the Company without limit as to per share amount.

     (a) Adjustment for Change in Capital Stock.

     If the Company (i) pays a dividend  or makes a  distribution  on its Common
Stock in shares of its Common Stock,  (ii) subdivides its outstanding  shares of
Common Stock into a greater  number of shares,  (iii)  combines its  outstanding
shares  of  Common  Stock  into  a  smaller  number  of  shares,  (iv)  makes  a
distribution  on its  Common  Stock in shares of its  capital  stock  other than
Common Stock or (v) issues by reclassification of its Common Stock any shares of
its capital stock,  then the Exercise Price in effect  immediately prior to such
action  shall be  proportionately  adjusted  so that the  Holder of any  Warrant
thereafter  exercised  may  receive the  aggregate  number and kind of shares of
capital  stock of the Company  which he would have owned  immediately  following
such action if such Warrant had been exercised immediately prior to such action.

     The adjustment shall become effective  immediately after the record date in
the case of a dividend or distribution and immediately  after the effective date
in the case of a  subdivision,  combination  or  reclassification.  If, after an
adjustment,  a Holder of a Warrant upon exercise of it may receive shares of two
or more classes of capital stock of the Company, the Company shall determine, in
good faith, the allocation of the adjusted Exercise Price between the classes of
capital  stock and notify the Warrant  Agent of such  determination.  After such
allocation,  the  exercise  privilege  and the  Exercise  Price of each class of
capital stock shall  thereafter be subject to adjustment on terms  comparable to
those  applicable  to Common Stock in this Section 8. Such  adjustment  shall be
made successively whenever any event listed above shall occur.

     (b) Adjustment for Rights Issue.

          If the  Company  distributes  any  rights,  options or warrants to all
     holders of its Common Stock  entitling them for a period expiring within 45
     days after the record date  mentioned  below to  purchase  shares of Common
     Stock at a price per share less than the Fair Value (as defined herein) per
     share  on that  record  date,  the  Exercise  Price  shall be  adjusted  in
     accordance with the formula:

                                       26
<PAGE>


                             N x P
                         O + -----
                               M
                E' = E x ---------
                           O + N


          where:

          E'= the adjusted Exercise Price.

          E = the current Exercise Price.

          O = the number of shares of Common Stock  outstanding on the record
              date.

          N = the number of additional shares of Common Stock issued pursuant to
              such rights, options or warrants.

          P = the aggregate price per share of the additional shares.

          M = the Fair Value per share of Common Stock on the record date.

          The adjustment  shall be made  successively  whenever any such rights,
     options or warrants are issued and shall become effective immediately after
     the record date for the  determination of stockholders  entitled to receive
     the rights,  options or warrants.  If at the end of the period during which
     such rights,  options or warrants are exercisable,  not all rights, options
     or  warrants  shall  have  been  exercised,  the  Exercise  Price  shall be
     immediately  readjusted  to what it  would  have  been if "N" in the  above
     formula had been the number of shares actually issued.

          (c) Adjustment for Other Distributions.

          If the Company  distributes  to all holders of its Common Stock any of
     its assets or debt  securities  or any rights or warrants to purchase  debt
     securities  of the  Company,  the  Exercise  Price  shall  be  adjusted  in
     accordance with the formula:

                           M - F
                E' = E x ---------
                             M

     where:

          E' = the adjusted Exercise Price.

          E = the current Exercise Price.



                                       27
<PAGE>

          M =  the Fair  Value  per  share of  Common  Stock on the  record
               date mentioned below.

          F =  the  fair  market  value  on the  record  date  of the  assets,
               securities,  rights or warrants to be  distributed  in respect of
               one  share of Common  Stock as  determined  in good  faith by the
               Board of Directors of the Company (the "Board of Directors").

          The  adjustment   shall  be  made   successively   whenever  any  such
     distribution  is made and  shall  become  effective  immediately  after the
     record date for the  determination of stockholders  entitled to receive the
     distribution.

          This  Section   8(c)  does  not  apply  to  cash   dividends  or  cash
     distributions  paid out of  consolidated  current or  retained  earnings as
     shown on the books of the Company  prepared in  accordance  with  generally
     accepted accounting  principles.  Also, this Section 8(c) does not apply to
     rights, options or warrants referred to in Section 8(b) hereof.

          (d) Adjustment for Common Stock Issue.

          If the Company issues shares of Common Stock for a  consideration  per
     share less than the Fair Value per share on the date the Company  fixes the
     offering  price of such  additional  shares,  the  Exercise  Price shall be
     adjusted in accordance with the formula:

                              P
                         O + ---
                              M
                E' = E x -------
                            A

where:

          E' = the adjusted Exercise Price.

          E = the then current Exercise Price.

          O = the number of shares outstanding immediately prior to the issuance
              of such additional shares.

          P = the  aggregate  consideration  received  for the  issuance of such
              additional shares.

          M = the  Fair  Value  per  share  on the  date  of  issuance  of  such
              additional shares.



                                       28
<PAGE>

          A = the number of shares outstanding immediately after the issuance of
              such additional shares.

          The adjustment shall be made  successively  whenever any such issuance
     is made, and shall become effective immediately after such issuance.

          This subsection (d) does not apply to:

                         (1) any of the  transactions  described in  subsections
                    (a), (b) and (c) of this Section 8,

                         (2) the  exercise of  Warrants,  or the  conversion  or
                    exchange of other securities convertible or exchangeable for
                    Common Stock the issuance of which caused an  adjustment  to
                    be made under Section 8(e),

                         (3) Common  Stock  issued to the  Company's  employees,
                    directors  or  consultants   (or  employees,   directors  or
                    consultants  of its  Affiliates)  under  bona fide  employee
                    benefit plans adopted by the Board of Directors and approved
                    by the holders of Common Stock when required by law, if such
                    Common Stock would  otherwise be covered by this  subsection
                    (d) (but only to the  extent  that the  aggregate  number of
                    shares  excluded  hereby and  issued  after the date of this
                    Warrant  Agreement,  together  with  the  number  of  shares
                    issuable  upon  conversion  of the  securities  described in
                    clause (e)(2) below, shall not exceed 5% of the Common Stock
                    outstanding  at the time of the  adoption of each such plan,
                    exclusive of anti-dilution adjustments thereunder),

                         (4) Common Stock issued to  shareholders  of any person
                    which merges with the Company,  or with a subsidiary  of the
                    Company,  in  proportion  to their  stock  holdings  of such
                    person  immediately prior to such merger,  upon such merger,
                    provided that if such person is an Affiliate of the Company,
                    the  Board of  Directors  shall  have  obtained  a  fairness
                    opinion from a  nationally  recognized  investment  banking,
                    appraisal  or valuation  firm,  which is not an Affiliate of
                    the Company, stating that the consideration received in such
                    merger  is fair to the  Company  from a  financial  point of
                    view,

                         (5) the issuance of shares of Common Stock  pursuant to
                    rights,  options or warrants which were originally issued in
                    a Non-Affiliate Sale (as defined below) together with one or
                    more other securities as part of a unit at a price per unit,



                                       29
<PAGE>

                         (6)  Common  Stock  issued  upon  the  exercise  of the
                    convertible  securities  described in the last  paragraph of
                    clause (e) below, or

                         (7) Common  Stock  issued  upon the  conversion  of the
                    Company's  Series A Preferred Stock and Series A-1 Preferred
                    Stock.

          (e) Adjustment for Convertible Securities Issue.

          If the Company issues any securities  convertible into or exchangeable
     for Common Stock (other than securities issued in transactions described in
     subsections (b) and (c) of this Section 8) for a consideration per share of
     Common Stock  initially  deliverable  upon  conversion  or exchange of such
     securities  less than the Fair Value per share on the date of  issuance  of
     such  securities,  the Exercise Price shall be adjusted in accordance  with
     this formula:

                              P
                         O + ---
                              M
                E' = E x -------
                          O + D


     where:

               E' = the adjusted Exercise Price.

               E = the then current Exercise Price.

               O = the  number of shares  outstanding  immediately  prior to the
                   issuance of such securities.

               P = the aggregate consideration received for the issuance of such
                   securities.

               M = the Fair  Value  per  share on the date of  issuance  of such
                   securities.

               D = the maximum number of shares  deliverable  upon conversion or
                   in exchange for such securities at the initial  conversion or
                   exchange rate.

          The adjustment shall be made  successively  whenever any such issuance
     is made, and shall become effective immediately after such issuance.

          If all of the Common Stock  deliverable upon conversion or exchange of
     such  securities  have not been issued when such  securities  are no longer
     outstanding,  then the Exercise  Price shall  promptly be readjusted to the
     Exercise  Price which would then be in effect had the  adjustment  upon the
     issuance of such  securities been made on the basis of the actual number of
     shares  of  Common  Stock  issued  upon  conversion  or  exchange  of  such
     securities.



                                       30
<PAGE>

               This subsection (e) does not apply to:

                         (1)  convertible  securities  issued to shareholders of
                    any  person  which  merges  with  the  Company,  or  with  a
                    subsidiary  of the  Company,  in  proportion  to their stock
                    holdings of such person  immediately  prior to such  merger,
                    upon  such  merger,  provided  that  if  such  Person  is an
                    Affiliate of the Company,  the Board of Directors shall have
                    obtained a fairness  opinion  from a  nationally  recognized
                    investment  banking,  appraisal or valuation firm,  which is
                    not  an  Affiliate   of  the   Company,   stating  that  the
                    consideration received in such merger is fair to the Company
                    from a financial point of view,

                         (2)   convertible   securities   issued  to  employees,
                    directors or  consultants  of Horizon PCS or its  Affiliates
                    under bona fide employee  benefit plans adopted by the Board
                    of Directors  and  approved by the holders of Common  Stock,
                    when  required by law (but only to the extent the  aggregate
                    number  of shares  of  Common  Stock to be  issued  upon the
                    exercise of the  convertible  securities,  together with the
                    number of shares  issued  pursuant to clause  (d)(3)  above,
                    shall not exceed 5% of the Common Stock  outstanding  at the
                    time of  adoption  of each  such  plan,  exclusive  of anti-
                    dilution adjustments thereunder),

                         (3) issuance of Series A Preferred Stock and Series A-1
                    Preferred Stock, including dividends thereon.]

                         (4) the  issuance of  warrants  to  purchase  shares of
                    Common  Stock  to  Sprint  Spectrum  L.P.  or  its  designee
                    pursuant  to  Addendum  No. 3,  dated May 19,  2000,  to the
                    Sprint PCS Management  Agreement  between  Sprint  Spectrum,
                    L.P., Sprintcom,  Inc. and Horizon Personal  Communications,
                    Inc. dated June 8, 1998.

          (f) Consideration Received.

          For  purposes of any  computation  respecting  consideration  received
     pursuant to subsections (d), and (e) of this Section 8, the following shall
     apply:

               (i) in the case of the  issuance  of shares  of Common  Stock for
          cash,  the  consideration  shall be the amount of such cash,  provided
          that in no case  shall  any  deduction  be made  for any  commissions,
          discounts  or  other   expenses   incurred  by  the  Company  for  any
          underwriting of the issue or otherwise in connection therewith;



                                       31
<PAGE>

               (ii) in the case of the  issuance of shares of Common Stock for a
          consideration  in whole or in part other than cash, the  consideration
          other than cash shall be deemed to be the fair market value thereof as
          determined  in good faith by the Board of Directors  (irrespective  of
          the  accounting  treatment  thereof),  whose  determination  shall  be
          conclusive for all purposes, and described in a Board resolution which
          shall be filed with the Warrant Agent;

               (iii) in the case of the issuance of securities  convertible into
          or  exchangeable  for shares,  the  aggregate  consideration  received
          therefor  shall be  deemed  to be the  consideration  received  by the
          Company  for the  issuance  of such  securities  plus  the  additional
          minimum consideration,  if any, to be received by the Company upon the
          conversion or exchange  thereof (the  consideration in each case to be
          determined  in the same  manner as provided in clauses (i) and (ii) of
          this subsection); and

               (iv) in the  case of the  issuance  of  shares  of  Common  Stock
          pursuant  to rights,  options or  warrants  which  rights,  options or
          warrants  were  originally  issued  together  with  one or more  other
          securities  as part of a unit at a price per unit,  the  consideration
          shall be  deemed  to be the  fair  value of such  rights,  options  or
          warrants at the time of issuance  thereof as  determined in good faith
          by the Board of Directors whose  determination shall be conclusive and
          described in a Board  resolution which shall be filed with the Warrant
          Agent  plus  the  additional  minimum  consideration,  if  any,  to be
          received  by the Company  upon the  exercise,  conversion  or exchange
          thereof (as  determined  in the same manner as provided in clauses (i)
          and (ii) of this subsection).

          (g) Fair Value.

          In Sections 8(d) and (e) hereof,  the "Fair Value" per security at any
     date of determination shall be (1) in connection with a sale by the Company
     to a party  that is not an  Affiliate  of the  Company  in an  arm's-length
     transaction (a "NON-AFFILIATE  SALE"), the price per security at which such
     security is sold and (2) in  connection  with any sale by the Company to an
     Affiliate  of the  Company,  (a) the last price per  security at which such
     security was sold in a  Non-Affiliate  Sale within the  three-month  period
     preceding  such  date  of  determination  or  (b)  if  clause  (a)  is  not
     applicable, the fair market value of such security determined in good faith
     by (i) a majority  of the Board of  Directors,  including a majority of the
     Disinterested  Directors,  and approved in a Board resolution  delivered to
     the  Warrant  Agent or (ii) a  nationally  recognized  investment  banking,
     appraisal or valuation firm,  which is not an Affiliate of the Company,  in
     each case, taking into account,  among all other factors deemed relevant by
     the Board of Directors or such investment  banking,  appraisal or valuation
     firm,  the  trading  price and  volume  of such  security  on any  national
     securities exchange or automated quotation system on which such security is
     traded.  Notwithstanding  the  foregoing,  any sale to Donaldson,  Lufkin &
     Jenrette  Securities  Corporation (or any successor thereto) pursuant to an
     underwritten  public offering  registered under the Securities Act shall be
     deemed to be and treated as a Non-Affiliate Sale.

                                       32
<PAGE>

          In Sections 8(b) and (c) hereof,  the "Fair Value" per security at any
     date of  determination  shall be (a) the last price per  security  at which
     such  security was sold by the Company in a  Non-Affiliate  Sale within the
     three-month  period  preceding such date of  determination or (b) if clause
     (a) is not applicable, the fair market value of such security determined in
     good  faith by (i) a  majority  of the  Board  of  Directors,  including  a
     majority of the Disinterested Directors, and approved in a Board resolution
     delivered to the Warrant Agent or (ii) a nationally  recognized  investment
     banking,  appraisal  or  valuation  firm,  which is not an Affiliate of the
     Company, in each case, taking into account,  among all other factors deemed
     relevant by the Board of Directors or such investment banking, appraisal or
     valuation  firm,  the  trading  price and  volume of such  security  on any
     national  securities  exchange or automated  quotation system on which such
     security is traded.

          For purposes of this Section 8(g),  "Disinterested Director" means, in
     connection   with  any  issuance  of  securities   that  gives  rise  to  a
     determination  of the Fair  Value  thereof,  each  member  of the  Board of
     Directors who is not an officer,  employee,  director or other Affiliate of
     the party to whom the Company is proposing to issue the  securities  giving
     rise to such determination.

          For purposes of this Section 8(g), "AFFILIATE" of any specified Person
     means (A) any other Person directly or indirectly controlling or controlled
     by or under direct or indirect  common control with such  specified  Person
     and (B) any director,  officer or employee of such  specified  person.  For
     purposes  of  this  definition  "CONTROL"   (including,   with  correlative
     meanings,  the  terms  "CONTROLLING,"  "CONTROLLED  BY" and  "UNDER  COMMON
     CONTROL  WITH")  as  used  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.

          (h) When De Minimis Adjustment May Be Deferred.

          No adjustment in the Exercise Price need be made unless the adjustment
     would require an increase or decrease of at least 1% in the Exercise Price.
     Any  adjustments  that are not made shall be carried forward and taken into
     account in any subsequent adjustment. All calculations under this Section 8
     shall be made to the nearest cent or to the nearest  1/100th of a share, as
     the case may be, it being  understood  that no such rounding  shall be made
     under subsection (p).

          (i) When No Adjustment Required.

          No adjustment need be made for a transaction referred to Section 8(a),
     (b), (c),  (d), (e) or (f) hereof,  if Warrant  Holders are to  participate
     (without being required to exercise their Warrants) in the transaction on a
     basis and with written notice that the Board of Directors  determines to be
     fair and  appropriate  in light of the basis and notice on which holders of
     Common Stock participate in the transaction. No adjustment need be made for
     (i)  rights  to  purchase  Common  Stock  pursuant  to a  Company  plan for
     reinvestment of dividends or  interest,(ii) a change in the par value or no
     par value of the Common  Stock,  or (iii) the  adoption of a plan  commonly


                                       33
<PAGE>

     referred  to as a  "Stockholders'  Rights  Plan"  which  provides  for  the
     issuance of rights to acquire  shares of capital stock upon the  occurrence
     of some event that is not within the control of the rights holders,  or the
     issuance of rights under such plan;  provided  that the issuance of capital
     stock  pursuant to such rights  shall  require  adjustment  to the Exercise
     Price and number of shares of Common Stock purchasable upon the exercise of
     each  Warrant as set forth in this  Agreement.  To the extent the  Warrants
     become  convertible  into cash, no adjustment need be made thereafter as to
     the cash. Interest will not accrue on the cash.

          (j) Notice of Adjustment.

          Whenever the Exercise Price is adjusted, the Company shall provide the
     notices required by Section 10 hereof.

          (k) Voluntary Reduction.

          The  Company  from time to time may reduce the  Exercise  Price by any
     amount for any period of time, if the period is at least 20 days and if the
     reduction is irrevocable  during the period;  provided that in no event may
     the Exercise  Price be less than the par value of a share of Common  Stock.
     Whenever the Exercise  Price is reduced,  the Company shall mail to Warrant
     Holders and the Warrant Agent a notice of the reduction.  The Company shall
     mail the notice at least 15 days before the date the reduced Exercise Price
     takes  effect.  The notice shall state the reduced  Exercise  Price and the
     period in which it will be in effect.  A reduction  of the  Exercise  Price
     does not  change or adjust  the  Exercise  Price  otherwise  in effect  for
     purposes of Section 8(a), (b), (c), (d), (e) and (f) hereof.

          (l) Notice of Certain Transactions.

          If (i) the Company  takes any action that would  require an adjustment
     in the Exercise Price  pursuant to Section 8(a),  (b), (c), (d), (e) or (f)
     hereof  and  if the  Company  does  not  arrange  for  Warrant  Holders  to
     participate  pursuant to Section  8(i) hereof,  (ii) the Company  takes any
     action that would  require a  supplemental  Warrant  Agreement  pursuant to
     Section 8(m) hereof or (iii) there is a liquidation  or  dissolution of the
     Company,  then the Company shall mail to Warrant  Holders a notice  stating
     the  proposed  record date for a dividend or  distribution  or the proposed
     effective   date   of   a   subdivision,   combination,   reclassification,
     consolidation,  merger, transfer,  lease,  liquidation or dissolution.  The
     Company shall mail the notice at least 15 days before such date. Failure to
     mail the notice or any defect in it shall not  affect the  validity  of the
     transaction.

          (m) Reorganization of Company.

          Immediately  after the date  hereof,  if the Company  consolidates  or
     merges with or into,  or transfers or leases all or  substantially  all its
     assets to, any Person,  upon  consummation of such transaction the Warrants
     shall  automatically   become  exercisable  for  the  kind  and  amount  of
     securities,  cash or other assets which the Holder of a Warrant  would have
     owned immediately after the consolidation, merger, transfer or lease if the
     Holder had exercised the Warrant  immediately  before the effective date of
     the transaction with notice thereof to the Warrant Agent. Concurrently with
     the  consummation  of  such  transaction,  the  corporation  formed  by  or


                                       34
<PAGE>

     surviving any such  consolidation  or merger if other than the Company,  or
     the Person to which  such sale or  conveyance  shall have been made,  shall
     enter into a  supplemental  Warrant  Agreement  so  providing  and  further
     providing  for  adjustments  which shall be as nearly  equivalent as may be
     practical  to the  adjustments  provided  for in  this  Section  8(m).  The
     successor  Company  shall mail to Warrant  Holders and the Warrant  Agent a
     written notice describing the supplemental Warrant Agreement. If the issuer
     of securities  deliverable upon exercise of Warrants under the supplemental
     Warrant Agreement is an affiliate of the formed,  surviving,  transferee or
     lessee  corporation,  that issuer  shall join in the  supplemental  Warrant
     Agreement. If this Section 8(m) applies,  Sections 8(a), (b), (c), (d), (e)
     and (f) hereof do not apply.

          (n) Company Determination Final.

          Any determination that the Company or the Board of Directors must make
     pursuant to Section  8(a),  (c),  (d),  (e), (f), (g), (h) or (i) hereof is
     conclusive.

          (o) Warrant Agent's Disclaimer.

          The Warrant Agent has no duty to determine  when an  adjustment  under
     this Section 8 should be made,  how it should be made or what it should be.
     The Warrant  Agent has no duty to  determine  whether any  provisions  of a
     supplemental  Warrant Agreement under Section 8(m) hereof are correct.  The
     Warrant  Agent makes no  representation  as to the validity or value of any
     securities or assets  issued upon  exercise of Warrants.  The Warrant Agent
     shall not be  responsible  for the  Company's  failure to comply  with this
     Section 8.

          (p) When Issuance or Payment May Be Deferred.

          In any case in which this Section 8 shall  require that an  adjustment
     in the Exercise Price be made effective as of a record date for a specified
     event, the Company may, with notice thereof to the Warrant Agent,  elect to
     defer until the  occurrence  of such event (i) issuing to the Holder of any
     Warrant  exercised  after such  record  date the  Warrant  Shares and other
     capital stock of the Company,  if any, issuable upon such exercise over and
     above the Warrant  Shares and other capital  stock of the Company,  if any,
     issuable  upon such  exercise on the basis of the  Exercise  Price and (ii)
     paying to such  Holder  any  amount in cash in lieu of a  fractional  share
     pursuant to Section 9 hereof;  provided  that the Company  shall deliver to
     such  Holder a due bill or other  appropriate  instrument  evidencing  such
     Holder's right to receive such  additional  Warrant  Shares,  other capital
     stock and cash upon the occurrence of the event requiring such adjustment.

          (q) Adjustment in Number of Shares.

          Upon each adjustment of the Exercise Price pursuant to this Section 8,
     each  Warrant  outstanding  prior to the  making of the  adjustment  in the
     Exercise Price shall thereafter  evidence the right to receive upon payment
     of the  adjusted  Exercise  Price  that  number of  shares of Common  Stock
     (calculated to the nearest hundredth) obtained from the following formula:



                                       35
<PAGE>

                                    E
                          N' = N x ---
                                    E'

          where:

               N' = the adjusted number of Warrant Shares issuable upon exercise
                    of a Warrant by payment of the adjusted Exercise Price.

               N =  the  number  or  Warrant  Shares  previously  issuable  upon
                    exercise  of a Warrant  by  payment  of the  Exercise  Price
                    prior to adjustment.

               E' = the adjusted Exercise Price.

               E =  the Exercise Price prior to adjustment.

               (r) Form of Warrants.

          Irrespective of any adjustments in the Exercise Price or the number or
     kind of shares  purchasable  upon the  exercise of the  Warrants,  Warrants
     theretofore or thereafter issued may continue to express the same price and
     number and kind of shares as are stated in the Warrants  initially issuable
     pursuant to this Agreement.

SECTION 9. FRACTIONAL INTERESTS.

     The Company shall not be required to issue fractional Warrant Shares on the
exercise of Warrants.  If more than one Warrant  shall be presented for exercise
in full at the same time by the same Holder,  the number of full Warrant  Shares
which shall be issuable upon the exercise thereof shall be computed on the basis
of the  aggregate  number of  Warrant  Shares  purchasable  on  exercise  of the
Warrants so presented.  If any fraction of a Warrant Share would, except for the
provisions  of this  Section 9, be issuable on the  exercise of any Warrants (or
specified portion thereof), the Company shall pay an amount in cash equal to the
fair value per Warrant Share, as determined on the day immediately preceding the
date the  Warrant  is  presented  for  exercise  in good  faith by the  Board of
Directors  whose  determination  shall be  conclusive  and  described in a Board
Resolution  which  shall be filed with the  Warrant  Agent,  multiplied  by such
fraction, computed to the nearest whole U.S. cent.

SECTION 10. NOTICES TO WARRANT HOLDERS.

          (a) Upon any  adjustment of the Exercise  Price  pursuant to Section 8
     hereof,  the Company shall  promptly  thereafter (i) cause to be filed with
     the Warrant Agent a certificate of a firm of independent public accountants
     of  recognized  standing  selected by the Board of Directors of the Company
     (who may be the regular auditors of the Company) setting forth the Exercise


                                       36
<PAGE>

     Price after such  adjustment  and setting  forth in  reasonable  detail the
     method of calculation and the facts upon which such  calculations are based
     and  setting  forth the  number of  Warrant  Shares  (or  portion  thereof)
     issuable after such  adjustment in the Exercise  Price,  upon exercise of a
     Warrant and payment of the adjusted Exercise Price, which certificate shall
     be conclusive evidence of the correctness of the matters set forth therein,
     and (ii) cause to be given to each of the registered holders of Warrants at
     the address  appearing  on the Warrant  register  for each such  registered
     holder written notice of such  adjustments  by  first-class  mail,  postage
     prepaid.  Where  appropriate,  such  notice  may be  given in  advance  and
     included  as a part of the  notice  required  to be mailed  under the other
     provisions of this Section 10.

          (b) In case:

               (i) the Company  shall  authorize  the issuance to all holders of
          shares of Common Stock of rights, options or warrants to subscribe for
          or purchase shares of Common Stock or of any other subscription rights
          or warrants;

               (ii) the Company shall authorize the  distribution to all holders
          of shares of Common Stock of evidences of its  indebtedness  or assets
          (other than dividends or cash  distributions  paid out of consolidated
          current  or  retained  earnings  as shown on the books of the  Company
          prepared in accordance with generally accepted  accounting  principles
          or  dividends  payable  in  shares of  Common  Stock or  distributions
          referred to in Section 8(a) hereof);

               (iii) of any  consolidation  or merger to which the  Company is a
          party and for which  approval  of any  stockholders  of the Company is
          required,  or of the  conveyance  or  transfer of the  properties  and
          assets  of  the  Company  substantially  as an  entirety,  or  of  any
          reclassification  or change of Common Stock  issuable upon exercise of
          the Warrants  (other than a change in par value,  or from par value to
          no par value,  or from no par value to par value,  or as a result of a
          subdivision or  combination),  or a tender offer or exchange offer for
          shares of Common Stock;

               (iv) of the voluntary or involuntary dissolution,  liquidation or
          winding up of the Company; or

               (v) the Company  proposes to take any action  (other than actions
          of the character described in Section 8(a) hereof) which would require
          an adjustment of the Exercise Price pursuant to Section 8 hereof;

     then the Company  shall cause to be filed with the Warrant  Agent and shall
     cause to be given to each of the  registered  holders of Warrants at his or
     her address appearing on the Warrant register, at least 20 days (or 10 days
     in any case specified in clauses (i) or (ii) above) prior to the applicable
     record date  hereinafter  specified,  or promptly in the case of events for
     which there is no record date, by  first-class  mail,  postage  prepaid,  a
     written notice stating (x)


                                       37
<PAGE>


     the date as of which the holders of record of shares of Common  Stock to be
     entitled to receive any such rights, options,  warrants or distribution are
     to be determined,  (y) the initial  expiration date set forth in any tender
     offer or  exchange  offer for  shares of Common  Stock,  or (z) the date on
     which any such consolidation,  merger, conveyance,  transfer,  dissolution,
     liquidation or winding up is expected to become  effective or  consummated,
     and the date as of which it is expected that holders of record of shares of
     Common Stock shall be entitled to exchange  such shares for  securities  or
     other   property,   if  any,   deliverable   upon  such   reclassification,
     consolidation,  merger, conveyance,  transfer, dissolution,  liquidation or
     winding up. The failure to give the notice  required by this  Section 10 or
     any defect  therein  shall not  affect  the  legality  or  validity  of any
     distribution,  right, option, warrant,  consolidation,  merger, conveyance,
     transfer,  dissolution,  liquidation  or  winding  up, or the vote upon any
     action.

          (c)  Nothing  contained  in this  Agreement  or in any of the  Warrant
     Certificates  shall be construed as conferring upon the Holders of Warrants
     the right to vote or to  consent or to receive  notice as  stockholders  in
     respect of the meetings of stockholders or the election of directors of the
     Company or any other matter,  or any rights  whatsoever as  stockholders of
     the Company.

SECTION 11. MERGER, CONSOLIDATION OR CHANGE OF NAME OF WARRANT AGENT.

          (a) Any  Person  into  which the  Warrant  Agent may be merged or with
     which it may be  consolidated,  or any Person  resulting from any merger or
     consolidation  to which the Warrant  Agent shall be a party,  or any Person
     succeeding to the business of the Warrant Agent,  shall be the successor to
     the Warrant Agent hereunder without the execution or filing of any paper or
     any  further act on the part of any of the parties  hereto,  provided  that
     such Person would be eligible for appointment as a successor  warrant agent
     under  the  provisions  of  Section  13  hereof.  In case at the time  such
     successor to the Warrant Agent shall succeed to the agency  created by this
     Agreement,  and in case at that time any of the Warrant  Certificates shall
     have  been  countersigned  but not  delivered,  any such  successor  to the
     Warrant Agent may adopt the countersignature of the original Warrant Agent;
     and in case at that  time any of the  Warrant  Certificates  shall not have
     been countersigned, any successor to the Warrant Agent may countersign such
     Warrant Certificates either in the name of the predecessor Warrant Agent or
     in the name of the  successor to the Warrant  Agent;  and in all such cases
     such Warrant  Certificates shall have the full force and effect provided in
     the Warrant Certificates and in this Agreement.

          (b) In case at any time the name of the Warrant Agent shall be changed
     and  at  such  time  any  of  the  Warrant  Certificates  shall  have  been
     countersigned  but not  delivered,  the  Warrant  Agent whose name has been
     changed may adopt the countersignature under its prior name, and in case at
     that   time  any  of  the   Warrant   Certificates   shall  not  have  been
     countersigned,  the Warrant Agent may countersign such Warrant Certificates
     either in its prior name or in its changed name, and in all such cases such
     Warrant  Certificates  shall have the full force and effect provided in the
     Warrant Certificates and in this Agreement.



                                       38
<PAGE>

SECTION 12. WARRANT AGENT.

     The Warrant Agent  undertakes  the duties and  obligations  imposed by this
Agreement upon the following terms and  conditions,  by all of which the Company
and the Holders of Warrants, by their acceptance thereof, shall be bound:

          (a) The statements  contained  herein and in the Warrant  Certificates
     shall be taken as  statements  of the Company and the Warrant Agent assumes
     no  responsibility  for the  correctness  of any of the same except such as
     describe  the  Warrant  Agent or  action  taken  or to be taken by it.  The
     Warrant Agent assumes no responsibility with respect to the distribution of
     the Warrant Certificates except as herein otherwise provided.

          (b) The Warrant Agent shall not be responsible  for any failure of the
     Company to comply with any of the covenants  contained in this Agreement or
     in the Warrant Certificates to be complied with by the Company.

          (c)  The  Warrant   Agent  may  consult  at  any  time  with   counsel
     satisfactory  to it (who may be counsel  for the  Company)  and the Warrant
     Agent shall incur no liability or  responsibility  to the Company or to any
     holder of any Warrant Certificate in respect of any action taken,  suffered
     or omitted by it hereunder in good faith and in accordance with the opinion
     or the advice of such counsel.

          (d) The Warrant Agent shall incur no  responsibility to the Company or
     to any holder of any Warrant  Certificate  for any action taken in reliance
     on  any   Warrant   Certificate,   certificate   of  shares,   adjustments,
     determination,  notice, resolution, waiver, consent, order, certificate, or
     other  paper,  document or  instrument  believed by it to be genuine and to
     have been signed, sent or presented by the proper party or parties.

          (e)  The  Company  agrees  to  pay  to the  Warrant  Agent  reasonable
     compensation  (which shall include the reasonable  fees and expenses of its
     counsel) for all services  rendered by the Warrant Agent in the  execution,
     administration,  preparation,  delivery and amendment of this Agreement, to
     reimburse  the  Warrant  Agent for all  expenses,  taxes  and  governmental
     charges  and other  charges of any kind and nature  incurred by the Warrant
     Agent in the execution, administration, preparation, delivery and amendment
     of this  Agreement.  The Company shall  indemnify the Warrant Agent against
     any and all losses,  liabilities or expenses  incurred by it arising out of
     or in connection with the acceptance or  administration of its duties under
     this Warrant Agreement,  including the costs and expenses of enforcing this
     Warrant  Agreement  against the Company and  defending  itself  against any
     claim  (whether  asserted by the Company or any Holder or any other Person)
     or liability in connection  with the exercise or  performance of any of its
     powers or duties hereunder,  except to the extent any such loss,  liability
     or  expense  may  be  attributable  to  its  gross   negligence  or  wilful
     misconduct.  The  indemnity  provided in this  Agreement  shall survive the
     termination of this Agreement and the resignation or removal of the Warrant
     Agent.  The  costs  and  expenses  incurred  in  enforcing  this  right  of
     indemnification  shall be paid by the  Company.  The  Warrant  Agent  shall
     notify the Company  promptly of any claim for which it may seek  indemnity.


                                       39
<PAGE>

     Failure by the Warrant Agent to so notify the Company shall not relieve the
     Company of its  obligations  hereunder.  The Company shall defend the claim
     and the Warrant Agent shall cooperate in the defense. The Warrant Agent may
     have  separate  counsel and the Company shall pay the  reasonable  fees and
     expenses of such counsel.  The Company need not pay for any settlement made
     without its consent, which consent shall not be unreasonably withheld.

          (f) The Warrant  Agent shall be under no  obligation  to institute any
     action,  suit or legal  proceeding  or to take any other  action  likely to
     involve  expense  unless the Company or one or more  registered  holders of
     Warrants  shall  furnish the Warrant  Agent with  reasonable  security  and
     indemnity  for any  costs and  expenses  which  may be  incurred,  but this
     provision  shall not  affect  the power of the  Warrant  Agent to take such
     action as it may consider proper, whether with or without any such security
     or indemnity. All rights of action under this Agreement or under any of the
     Warrants may be enforced by the Warrant Agent without the possession of any
     of the Warrant Certificates or the production thereof at any trial or other
     proceeding  relative  thereto,  and any  such  action,  suit or  proceeding
     instituted  by the  Warrant  Agent  shall be brought in its name as Warrant
     Agent and any recovery of judgment shall be for the ratable  benefit of the
     registered holders of the Warrants, as their respective rights or interests
     may appear.

          (g) The  Warrant  Agent,  and any  stockholder,  director,  officer or
     employee  of it,  may  buy,  sell or deal in any of the  Warrants  or other
     securities  of  the  Company  or  become  pecuniarily   interested  in  any
     transaction  in which the Company may be  interested,  or contract  with or
     lend money to the Company or otherwise act as fully and freely as though it
     were not Warrant Agent under this Agreement.  Nothing herein shall preclude
     the Warrant Agent from acting in any other  capacity for the Company or for
     any other Person.

          (h) The  Warrant  Agent  shall act  hereunder  solely as agent for the
     Company,  and its  duties  shall be  determined  solely  by the  provisions
     hereof.  The Warrant Agent shall not be liable for anything which it may do
     or refrain from doing in connection with this Agreement  except for its own
     negligence or bad faith.

          (i) The  Warrant  Agent  shall  not at any time be  under  any duty or
     responsibility to any Holder of any Warrant Certificate to make or cause to
     be made any  adjustment  of the  Exercise  Price or number  of the  Warrant
     Shares or other  securities  or  property  deliverable  as provided in this
     Agreement, or to determine whether any facts exist which may require any of
     such  adjustments,  or with  respect  to the  nature  or extent of any such
     adjustments,  when made,  or with respect to the method  employed in making
     the same.  The Warrant Agent shall not be  accountable  with respect to the
     validity  or value or the kind or  amount of any  Warrant  Shares or of any
     securities  or property  which may at any time be issued or delivered  upon
     the  exercise  of any Warrant or with  respect to whether any such  Warrant
     Shares or other  securities  will when  issued be validly  issued and fully
     paid and nonassessable, and makes no representation with respect thereto.



                                       40
<PAGE>

          (j) The Warrant  Agent,  in its capacity as Warrant  Registrar,  shall
     have all the rights,  powers,  privileges,  exculpation,  protections,  and
     indemnities as are provided to the Warrant Agent under this Agreement.

SECTION 13. CHANGE OF WARRANT AGENT.

     The Warrant Agent may resign as Warrant Agent at any time following 30 days
written  notice  thereof to the  Company.  If the  Warrant  Agent  shall  become
incapable of acting as Warrant  Agent,  the Company shall appoint a successor to
such Warrant Agent. If the Company shall fail to make such appointment  within a
period of 30 days after it has been  notified in writing of such  incapacity  by
the Warrant Agent or by the registered Holder of a Warrant Certificate, then the
registered   Holder  of  any  Warrant  may  apply  to  any  court  of  competent
jurisdiction  for the  appointment of a successor to the Warrant Agent.  Pending
appointment  of a successor to such Warrant  Agent,  either by the Company or by
such a court,  the  duties of the  Warrant  Agent  shall be  carried  out by the
Company. The Holders of a majority of the unexercised Warrants shall be entitled
at any time to remove the Warrant  Agent and appoint a successor to such Warrant
Agent.  Such  successor to the Warrant Agent need not be approved by the Company
or the former Warrant  Agent.  After  appointment,  the successor to the Warrant
Agent shall be vested with the same powers,  rights, duties and responsibilities
as if it had been originally named as Warrant Agent without further act or deed;
provided  that the former  Warrant  Agent  shall  deliver  and  transfer  to the
successor to the Warrant Agent any property at the time held by it hereunder and
execute and deliver any further assurance, conveyance, act or deed necessary for
the  purpose.  Failure  to give any  notice  provided  for in this  Section  13,
however, or any defect therein, shall not affect the legality or validity of the
appointment of a successor to the Warrant Agent.

SECTION 14. REPORTS.

          (a)  Whether  or not  required  by the  rules and  regulations  of the
     Commission,  so long as any Warrants  are  outstanding,  the Company  shall
     furnish to the Warrant  Agent and the Holders of Warrants (i) all quarterly
     and annual financial  information that would be required to be contained in
     a filing with the  Commission  on Forms 10-Q and 10-K if the  Company  were
     required  to file such  Forms,  including a  "Management's  Discussion  and
     Analysis of  Financial  Condition  and  Results of  Operations"  and,  with
     respect to the annual  information  only, a report thereon by the Company's
     certified  independent  accountants and (ii) all current reports that would
     be required to be filed with the Commission on Form 8-K if the Company were
     required to file such reports. In addition,  whether or not required by the
     rules and regulations of the  Commission,  the Company shall file a copy of
     all  such   information   and  reports  with  the   Commission  for  public
     availability  (unless  the  Commission  shall not accept such a filing) and
     make such  information  available to  securities  analysts and  prospective
     investors upon request.

          (b) The Company  shall  provide the  Warrant  Agent with a  sufficient
     number of copies of all such reports that the Warrant Agent may be required
     to deliver to the Holders of the Warrants under this Section 14.



                                       41
<PAGE>

SECTION 15. NOTICES TO COMPANY AND WARRANT AGENT.

     Any notice or demand  authorized  by this  Agreement to be given or made by
the  Warrant  Agent or by the  registered  holder  of any  Warrant  to or on the
Company  shall be  sufficiently  given or made when received if deposited in the
mail,  first class or  registered,  postage  prepaid,  addressed  (until another
address is filed in writing by the Company with the Warrant Agent) as follows:

                           Horizon PCS, Inc.
                           68 East Main Street
                           Chillicothe, Ohio  45601
                           Attention:  President

                  With a copy to:

                           Arnall Golden & Gregory, LLP
                           2800 One Atlantic Center
                           1201 West Peachtree Street
                           Atlanta, Georgia  30309
                           Attention:  T. Clark Fitzgerald, III
                                       Donald I. Hackney, Jr.

     In case the Company  shall fail to maintain  such office or agency or shall
fail to give  such  notice of the  location  or of any  change  in the  location
thereof,  presentations may be made and notices and demands may be served at the
principal office of the Warrant Agent.

     Any notice  pursuant to this Agreement to be given by the Company or by the
registered  holder(s) of any Warrant to the Warrant Agent shall be  sufficiently
given when and if  deposited in the mail,  first-class  or  registered,  postage
prepaid,  addressed  (until  another  address is filed in writing by the Warrant
Agent with the Company) to the Warrant Agent as follows:

                           Wells Fargo Bank/Minnesota, National Association
                           Sixth & Marquette, MAC N9303-120
                           Minneapolis, MN  55479
                           Attention:  Corporate Trust Services

SECTION 16. SUPPLEMENTS AND AMENDMENTS.

     The Company and the Warrant Agent may from time to time supplement or amend
this Agreement  without the approval of any Holders of Warrants 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


                                       42
<PAGE>

Company and the Warrant  Agent may deem  necessary or desirable  and which shall
not in any way adversely  affect the  interests of the Holders of Warrants.  Any
amendment or  supplement  to this  Agreement  that has an adverse  effect on the
interests of the Holders of Warrants  shall  require the written  consent of the
Holders of a majority of the then outstanding  Warrants (excluding Warrants held
by the Company or any of its affiliates). The consent of each Holder of Warrants
affected  shall be required  for any  amendment  pursuant to which the  Exercise
Price  would be  increased  or the number of  Warrant  Shares  purchasable  upon
exercise of Warrants  would be  decreased  (other than  pursuant to  adjustments
provided in this Agreement).  Upon receipt of a certificate from the appropriate
officer of the Company which states that the proposed supplement or amendment is
in  compliance  with the  terms of this  Section  16,  and  such  supplement  or
amendment  does  not  change  the  Warrant   Agent's   duties,   liabilities  or
obligations, the Warrant Agent shall execute such supplement or amendment.

SECTION 17. SUCCESSORS.

     All the covenants and provisions of this Agreement by or for the benefit of
the  Company or the  Warrant  Agent shall bind and inure to the benefit of their
respective  successors and assigns hereunder  including,  without limitation and
without the need for an express assignment, subsequent Holders.

SECTION 18. TERMINATION.

     This Agreement  shall terminate at 5:00 p.m., New York City time on October
1, 2010.  Notwithstanding  the  foregoing,  this Agreement will terminate on any
earlier date if all Warrants have been  exercised.  The provisions of Section 12
shall survive such termination.

SECTION 19. GOVERNING LAW.

     This  Agreement  and each Warrant  Certificate  issued  hereunder  shall be
deemed to be a contract made under the laws of the State of New York and for all
purposes shall be construed in accordance with the internal laws of said State.

SECTION 20. BENEFITS OF THIS AGREEMENT.

     Nothing in this  Agreement  shall be  construed to give to any Person other
than the Company,  the Warrant Agent and the registered  holders of Warrants any
legal or  equitable  right,  remedy  or claim  under  this  Agreement;  but this
Agreement  shall be for the sole  and  exclusive  benefit  of the  Company,  the
Warrant Agent and the  registered  holders of Warrants.  The Company agrees that
the Holders of the Warrants shall be third-party beneficiaries to the agreements
made  hereunder  by the Company and each Holder  shall have the right to enforce
such  agreements  directly  to the  extent  it deems  enforcement  necessary  or
advisable to protect its rights hereunder.



                                       43
<PAGE>

SECTION 21.  COUNTERPARTS.

     This  Agreement may be executed in any number of  counterparts  and each of
such  counterparts  shall for all purposes be deemed to be an original,  and all
such counterparts shall together constitute but one and the same instrument.

                            [Signature Page Follows]





                                       44
<PAGE>

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



                                              HORIZON PCS, INC.


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



WELLS FARGO BANK MINNESOTA,
  NATIONAL ASSOCIATION, as Warrant Agent


By: /s/ Jane Schweiger
   ------------------------------
   Name:  Jane Y. Schweiger
   Title: Corporate Trust Officer





<PAGE>

                                    EXHIBIT A

                          [Form of Warrant Certificate]

                                     [Face]

     Unit Legend.  Each Warrant issued prior to the  Separation  Date shall bear
the following legend (the "UNIT LEGEND") on the face thereof:

THE WARRANTS  EVIDENCED BY THIS  CERTIFICATE ARE INITIALLY  ISSUED AS PART OF AN
ISSUANCE  OF  295,000  UNITS  (THE  "UNITS"),  EACH OF WHICH  CONSIST  OF $1,000
PRINCIPAL  AMOUNT  AT  MATURITY  OF THE 14%  SENIOR  DISCOUNT  NOTES DUE 2010 OF
HORIZON PCS,  INC.  (THE  "NOTES") AND ONE WARRANT  (THE  "WARRANTS")  INITIALLY
ENTITLING THE HOLDER  THEREOF TO PURCHASE  12.90 SHARES OF CLASS A COMMON STOCK,
PAR VALUE $.0001 PER SHARE, OF HORIZON PCS, INC.

PRIOR TO THE  EARLIEST OF (I) 180 DAYS AFTER THE CLOSING OF THE  OFFERING OF THE
UNITS,  (II)  THE DATE ON  WHICH A  REGISTRATION  STATEMENT  WITH  RESPECT  TO A
REGISTERED  EXCHANGE  OFFER FOR THE NOTES IS DECLARED  EFFECTIVE  UNDER THE ACT,
(III)  THE DATE A SHELF  REGISTRATION  STATEMENT  WITH  RESPECT  TO THE NOTES IS
DECLARED  EFFECTIVE UNDER THE SECURITIES ACT, (IV) THE OCCURRENCE OF A CHANGE OF
CONTROL OR AN EVENT OF DEFAULT (EACH AS DEFINED IN THE  INDENTURE  GOVERNING THE
NOTES) AND (V) SUCH DATE AS DONALDSON,  LUFKIN & JENRETTE SECURITIES CORPORATION
(OR ITS  SUCCESSOR  OR  ASSIGN)  IN ITS SOLE  DISCRETION  SHALL  DETERMINE,  THE
WARRANTS  EVIDENCED  BY THIS  CERTIFICATE  MAY NOT BE  TRANSFERRED  OR EXCHANGED
SEPARATELY  FROM,  BUT MAY BE  TRANSFERRED  OR EXCHANGED ONLY TOGETHER WITH, THE
NOTES.

          [THIS  GLOBAL  WARRANT IS HELD BY THE  DEPOSITARY  (AS  DEFINED IN THE
     WARRANT AGREEMENT GOVERNING THIS WARRANT) OR ITS NOMINEE IN CUSTODY FOR THE
     BENEFIT OF THE BENEFICIAL  OWNERS HEREOF,  AND IS NOT  TRANSFERABLE  TO ANY
     PERSON UNDER ANY  CIRCUMSTANCES  EXCEPT THAT (I) THE WARRANT AGENT MAY MAKE
     SUCH  NOTATIONS  HEREON AS MAY BE  REQUIRED  PURSUANT TO SECTION 3.5 OF THE
     WARRANT  AGREEMENT,  (II) THIS GLOBAL WARRANT MAY BE EXCHANGED IN WHOLE BUT
     NOT IN PART PURSUANT TO SECTION 3.5(a) OF THE WARRANT AGREEMENT, (III) THIS
     GLOBAL  WARRANT  MAY BE  DELIVERED  TO THE WARRANT  AGENT FOR  CANCELLATION
     PURSUANT  TO SECTION  3.8 OF THE  WARRANT  AGREEMENT  AND (IV) THIS  GLOBAL

                                      A-1
<PAGE>
     WARRANT MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN
     CONSENT OF THE COMPANY. (1)

          Private Placement Legend: Each Warrant issued pursuant to an exemption
     from the  registration  requirements  of the  Securities Act shall bear the
     following legend (the "PRIVATE PLACEMENT LEGEND") on the face thereof:

          THIS SECURITY (OR ITS PREDECESSOR) AND THE WARRANT SHARES TO BE ISSUED
     UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
     1933,  AS AMENDED (THE  "SECURITIES  ACT"),  AND,  ACCORDINGLY,  MAY NOT BE
     OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR
     TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS,  EXCEPT AS SET FORTH IN
     THE NEXT SENTENCE.  BY ITS ACQUISITION  HEREOF OR OF A BENEFICIAL  INTEREST
     HEREIN, THE HOLDER:

          (1) REPRESENTS  THAT (A) IT IS A "QUALIFIED  INSTITUTIONAL  BUYER" (AS
     DEFINED  IN RULE  144A  UNDER THE  SECURITIES  ACT) (A  "QIB"),  (B) IT HAS
     ACQUIRED  THIS  SECURITY  IN AN OFFSHORE  TRANSACTION  IN  COMPLIANCE  WITH
     REGULATION  S  UNDER  THE  SECURITIES  ACT OR  (C)  IT IS AN  INSTITUTIONAL
     "ACCREDITED  INVESTOR"  (AS  DEFINED IN RULE  501(A)(1),(2),  (3) OR (7) OF
     REGULATION D UNDER THE SECURITIES ACT (AN "IAI")),

          (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS SECURITY
     EXCEPT (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES,  (B) TO A PERSON WHOM
     THE SELLER  REASONABLY  BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR
     FOR THE ACCOUNT OF A QIB IN A TRANSACTION  MEETING THE REQUIREMENTS OF RULE
     144A, (C) IN AN OFFSHORE  TRANSACTION  MEETING THE REQUIREMENTS OF RULE 903
     OR 904 OF THE SECURITIES ACT, (D) IN A TRANSACTION MEETING THE REQUIREMENTS
     OF RULE 144 UNDER THE  SECURITIES  ACT,  (E) TO AN IAI THAT,  PRIOR TO SUCH
     TRANSFER,  FURNISHES THE WARRANT AGENT A SIGNED LETTER  CONTAINING  CERTAIN
     REPRESENTATIONS  AND  AGREEMENTS  RELATING TO THE TRANSFER OF THIS SECURITY
     (THE FORM OF WHICH CAN BE  OBTAINED  FROM THE  WARRANT  AGENT) AND, IF SUCH
     TRANSFER IS IN RESPECT OF AN AGGREGATE  PRINCIPAL  AMOUNT OF SECURITY  LESS
     THAN  $250,000,  AN OPINION OF COUNSEL  ACCEPTABLE TO THE COMPANY THAT SUCH
     TRANSFER IS IN COMPLIANCE  WITH THE SECURITIES  ACT, (F) IN ACCORDANCE WITH
     ANOTHER EXEMPTION FROM THE REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT
     (AND BASED UPON AN OPINION OF COUNSEL  ACCEPTABLE  TO THE  COMPANY)  OR (G)

_____________________
(1)  This paragraph  should be included only if the warrant is issued in  global
     form.


                                      A-2
<PAGE>

     PURSUANT TO AN  EFFECTIVE  REGISTRATION  STATEMENT  AND,  IN EACH CASE,  IN
     ACCORDANCE  WITH THE APPLICABLE  SECURITIES LAWS OF ANY STATE OF THE UNITED
     STATES OR ANY OTHER APPLICABLE JURISDICTION,

          (3) AGREES NOT TO ENGAGE IN HEDGING  TRANSACTIONS UNLESS IN COMPLIANCE
     WITH THE SECURITIES ACT AND

          (4) AGREES THAT IT WILL  DELIVER TO EACH PERSON TO WHOM THIS  SECURITY
     OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE  SUBSTANTIALLY  TO THE EFFECT
     OF THIS LEGEND.

     AS USED HEREIN,  THE TERMS "OFFSHORE  TRANSACTION" AND "UNITED STATES" HAVE
     THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES
     ACT. THE WARRANT AGREEMENT CONTAINS A PROVISION REQUIRING THE WARRANT AGENT
     TO REFUSE TO REGISTER  ANY  TRANSFER OF THIS  SECURITY IN  VIOLATION OF THE
     FOREGOING.



No. ___________    ________ Warrants
CUSIP No. ________


                                      A-3
<PAGE>

                               Warrant Certificate

                                HORIZON PCS, INC.

     This  Warrant  Certificate  certifies  that Cede & Co.,  or its  registered
assigns,  is the  registered  holder of Warrants  expiring  October 1, 2010 (the
"WARRANTS")  to purchase  Class A Common  Stock,  par value  $.0001 (the "COMMON
STOCK"),  of Horizon PCS, Inc., a Delaware  corporation  (the  "COMPANY").  Each
Warrant entitles the registered  holder upon exercise at any time from 9:00 a.m.
on October 1, 2001 referred to below (the  "EXERCISE  DATE") until 5:00 p.m. New
York City time on October 1, 2010,  to receive from the Company 12.90 fully paid
and  nonassessable  shares of Common Stock (the "WARRANT Shares") at the initial
exercise price (the "EXERCISE  PRICE") of $5.88 per share payable upon surrender
of this Warrant  Certificate  and payment of the Exercise Price at the office or
agency of the Warrant Agent, but only subject to the conditions set forth herein
and in the Warrant  Agreement  referred to on the reverse  hereof.  The Exercise
Price and number of Warrant  Shares  issuable  upon exercise of the Warrants are
subject to adjustment  upon the  occurrence  of certain  events set forth in the
Warrant Agreement.

     No Warrant may be exercised  after 5:00 p.m., New York City time on October
1, 2010, and to the extent not exercised by such time such Warrants shall become
void.

     Reference  is  hereby  made  to the  further  provisions  of  this  Warrant
Certificate  set forth on the reverse hereof and such further  provisions  shall
for all purposes have the same effect as though fully set forth at this place.

     This Warrant  Certificate  shall not be valid unless  countersigned  by the
Warrant Agent, as such term is used in the Warrant Agreement.

     This Warrant  Certificate  shall be governed by and construed in accordance
with the internal laws of the State of New York.



                                      A-4
<PAGE>

     IN WITNESS WHEREOF,  Horizon PCS, Inc. has caused this Warrant  Certificate
to be signed below.


DATED: [__], 2000

                                        HORIZON PCS, INC.



                                        By: ______________________________
                                            Name:
                                            Title:


 Countersigned:
 WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION


 as Warrant Agent

 By:_______________________________
    Authorized Signature



                                      A-5
<PAGE>

                        [Reverse of Warrant Certificate]

     The  Warrants  evidenced  by this  Warrant  Certificate  are part of a duly
authorized issue of Warrants expiring at 5:00 p.m. New York City time on October
1, 2010 entitling the holder on exercise to receive shares of Common Stock,  and
are issued or to be issued pursuant to a Warrant Agreement dated as of September
26, 2000 (the "WARRANT  AGREEMENT"),  duly executed and delivered by the Company
to Wells  Fargo  Bank,  National  Association,  as warrant  agent (the  "WARRANT
AGENT"), which Warrant Agreement is hereby incorporated by reference in and made
a part of this  instrument  and is hereby  referred to for a description  of the
rights, limitation of rights,  obligations,  duties and immunities thereunder of
the Warrant Agent,  the Company and the holders (the words "HOLDERS" or "HOLDER"
meaning the registered holders or registered holder) of the Warrants.  A copy of
the Warrant  Agreement may be obtained by the holder hereof upon written request
to the Company.

     Warrants may be exercised at any time on or after the Exercise  Date and on
or before 5:00 p.m. New York City time on October 1, 2010; provided that holders
shall  be able to  exercise  their  Warrants  only if a  Registration  Statement
relating to the exercise of the  Warrants is then in effect,  or the exercise of
such Warrants is exempt from the registration requirements of the Securities Act
of 1933, as amended (the  "SECURITIES  ACT"),  and such securities are qualified
for sale or exempt from  qualification  under the applicable  securities laws of
the states in which the various holders of the Warrants or other persons to whom
it is  proposed  that the Warrant  Shares be issued on exercise of the  Warrants
reside.  In order to exercise  all or any of the  Warrants  represented  by this
Warrant  Certificate,  the holder must  deliver to the Warrant  Agent at its New
York  corporate  trust  office set forth in Section 15 of the Warrant  Agreement
this  Warrant  Certificate  and the form of  election to purchase on the reverse
hereof duly filled in and signed,  which signature shall be medallion guaranteed
by an  institution  which  is a  member  of a  Securities  Transfer  Association
recognized  signature  guarantee program,  and upon payment to the Warrant Agent
for the account of the Company of the Exercise Price, as adjusted as provided in
the Warrant Agreement, for the number of Warrant Shares in respect of which such
Warrants are then  exercised.  No adjustment  shall be made for any dividends on
any Common Stock issuable upon exercise of this Warrant.

     The Warrant  Agreement  provides that upon the occurrence of certain events
the  Exercise  Price  set  forth on the face  hereof  may,  subject  to  certain
conditions,  be  adjusted.  If the  Exercise  Price  is  adjusted,  the  Warrant
Agreement  provides that the number of shares of Common Stock  issuable upon the
exercise of each Warrant  shall be  adjusted.  No fractions of a share of Common
Stock will be issued upon the exercise of any Warrant,  but the Company will pay
the cash value thereof determined as provided in the Warrant Agreement.

     Warrant  Certificates,  when surrendered at the office of the Warrant Agent
by the  registered  holder  thereof  in  person  or by legal  representative  or
attorney duly authorized in writing, may be exchanged, in the manner and subject
to the limitations provided in the Warrant Agreement, but without payment of any



                                      A-6
<PAGE>

service charge, for another Warrant Certificate or Warrant  Certificates of like
tenor evidencing in the aggregate a like number of Warrants.

     Upon  due  presentation  for  registration  of  transfer  of  this  Warrant
Certificate  at the office of the  Warrant  Agent a new Warrant  Certificate  or
Warrant Certificates of like tenor and evidencing in the aggregate a like number
of Warrants  shall be issued to the  transferee(s)  in exchange for this Warrant
Certificate,  subject to the  limitations  provided  in the  Warrant  Agreement,
without  charge  except  for any tax or other  governmental  charge  imposed  in
connection therewith.

     The  Company  and the  Warrant  Agent  may deem and  treat  the  registered
holder(s)  thereof  as  the  absolute  owner(s)  of  this  Warrant   Certificate
(notwithstanding  any  notation of  ownership  or other  writing  hereon made by
anyone),  for the purpose of any exercise  hereof,  of any  distribution  to the
holder(s)  hereof,  and for all other purposes,  and neither the Company nor the
Warrant  Agent  shall be  affected  by any notice to the  contrary.  Neither the
Warrants nor this Warrant  Certificate  entitles any holder hereof to any rights
of a stockholder of the Company.




                                      A-7
<PAGE>

                         [Form of Election to Purchase]

                    (To Be Executed Upon Exercise Of Warrant)

     The  undersigned   hereby   irrevocably   elects  to  exercise  the  right,
represented  by this Warrant  Certificate,  to receive  _____________  shares of
Class A Common Stock and herewith  tenders  payment for such shares to the order
of Horizon PCS, Inc., in the amount of $__________ in accordance  with the terms
hereof.  The  undersigned  requests  that  a  certificate  for  such  shares  be
registered in the name of _______________,  whose address is  __________________
and  that  such  shares  be  delivered   to   ___________,   whose   address  is
____________________________.  If said  number of shares is less than all of the
shares of Common Stock purchasable  hereunder,  the undersigned  requests that a
new Warrant  Certificate  representing  the remaining  balance of such shares be
registered   in  the   name  of   ______________________,   whose   address   is
____________________,  and that such Warrant  Certificate  be delivered to whose
address is ____________________.



________________________________
Signature

Date: __________________________



________________________________
Signature Guaranteed


Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements  of the Warrant Agent,  which  requirements  include  membership or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Warrant Agent in
addition  to,  or in  substitution  for,  STAMP,  all  in  accordance  with  the
Securities Exchange Act of 1934, as amended.



                                      A-8
<PAGE>


                       SCHEDULE OF EXCHANGES OF INTERESTS

                               OF GLOBAL WARRANTS (2)

     The following exchanges of a part of this Global Warrant have been made:

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

                   Amount of
                   decrease in      Amount of
                   Number of        increase in         Number of                    Signature of
                   warrants in      Number of           Warrants in this Global      authorized
Date of            this Global      Warrants in this    Warrant following such       officer of
Exchange           Warrant          Global Warrant      decrease or increase         Warrant Agent
__________________________________________________________________________________________________
</TABLE>












_______________________________
(2) To be included only on Global Warrants.



                                      A-9
<PAGE>


                                    EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER


Horizon PCS, Inc.
68 East Main Street
Chillicothe, Ohio  45601

Wells Fargo Bank/Minnesota, National Association
Sixth & Marquette, MAC N9303-120
Minneapolis, MN  55479
Attention:  Corporate Trust Services


      Re:  Warrants

     Reference  is hereby made to the Warrant  Agreement,  dated as of September
26, 2000 (the "WARRANT  AGREEMENT"),  between  Horizon PCS, Inc., as issuer (the
"COMPANY"),  and Wells Fargo Bank Minnesota,  National  Association,  as warrant
agent.  Capitalized  terms used but not defined  herein  shall have the meanings
given to them in the Warrant Agreement.

     __________________,  (the  "TRANSFEROR")  owns and proposes to transfer the
Warrant[s] or interest in such  Warrant[s]  specified in Annex A hereto,  in the
amount of  $__________  in such  Warrant[s] or interests  (the  "TRANSFEr"),  to
_____________________  (the  "TRANSFEREE"),  as  further  specified  in  Annex A
hereto. In connection with the Transfer, the Transferor hereby certifies that:

                             [CHECK ALL THAT APPLY]

     1. _ CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE
144A GLOBAL WARRANT OR A DEFINITIVE  WARRANT PURSUANT TO RULE 144A. The Transfer
is being effected  pursuant to and in accordance with Rule 144A under the United
States  Securities  Act  of  1933,  as  amended  (the  "Securities  Act"),  and,
accordingly,  the  Transferor  hereby  further  certifies  that  the  beneficial
interest  or  Definitive  Warrant  is being  transferred  to a  Person  that the
Transferor  reasonably  believed  and  believes  is  purchasing  the  beneficial
interest or Definitive Warrant for its own account,  or for one or more accounts
with respect to which such Person exercises sole investment discretion, and such
Person and each such account is a  "qualified  institutional  buyer"  within the
meaning of Rule 144A in a transaction  meeting the requirements of Rule 144A and
such Transfer is in compliance  with any applicable  blue sky securities laws of
any state of the United States.  Upon  consummation of the proposed  Transfer in
accordance with the terms of the Warrant Agreement,  the transferred  beneficial
interest or Definitive  Warrant will be subject to the  restrictions on transfer
enumerated in the Private  Placement  Legend  printed on the 144A Global Warrant
and/or the  Definitive  Warrant and in the Warrant  Agreement and the Securities
Act.


                                      B-1
<PAGE>

     2. _ CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE
REGULATION S GLOBAL  WARRANT OR A DEFINITIVE  WARRANT  PURSUANT TO REGULATION S.
The Transfer is being  effected  pursuant to and in accordance  with Rule 903 or
Rule 904  under the  Securities  Act and,  accordingly,  the  Transferor  hereby
further  certifies  that (i) the  Transfer  is not being made to a person in the
United States and (x) at the time the buy order was  originated,  the Transferee
was outside the United  States or such  Transferor  and any Person acting on its
behalf  reasonably  believed and believes  that the  Transferee  was outside the
United  States  or (y) the  transaction  was  executed  in,  on or  through  the
facilities  of  a  designated   offshore  securities  market  and  neither  such
Transferor  nor any Person acting on its behalf knows that the  transaction  was
prearranged with a buyer in the United States,  (ii) no directed selling efforts
have been  made in  contravention  of the  requirements  of Rule  903(b) or Rule
904(b) of Regulation S under the Securities  Act,  (iii) the  transaction is not
part  of a  plan  or  scheme  to  evade  the  registration  requirements  of the
Securities  Act and (iv) if the  proposed  transfer  is being  made prior to the
expiration of the  Restricted  Period,  the transfer is not being made to a U.S.
Person or for the  account or benefit of a U.S.  Person  (other  than an Initial
Purchaser).  Upon  consummation of the proposed  transfer in accordance with the
terms  of  the  Warrant  Agreement,   the  transferred  beneficial  interest  or
Definitive Warrant will be subject to the restrictions on Transfer enumerated in
the Private  Placement  Legend printed on the Regulation S Global Warrant and/or
the Definitive Warrant and in the Warrant Agreement and the Securities Act.

     3. _ CHECK AND COMPLETE IF  TRANSFEREE  WILL TAKE  DELIVERY OF A BENEFICIAL
INTEREST  IN THE IAI GLOBAL  WARRANT OR A  DEFINITIVE  WARRANT  PURSUANT  TO ANY
PROVISION  OF THE  SECURITIES  ACT OTHER  THAN RULE  144A OR  REGULATION  S. The
Transfer  is  being  effected  in  compliance  with  the  transfer  restrictions
applicable to beneficial  interests in Restricted Global Warrants and Restricted
Definitive  Warrants and pursuant to and in accordance  with the  Securities Act
and any applicable  blue sky securities  laws of any state of the United States,
and accordingly the Transferor hereby further certifies that (check one):

          (a) _ such  Transfer is being  effected  pursuant to and in accordance
     with Rule 144 under the Securities Act;

                                       or

          (b) _ such  Transfer is being  effected to the Company or a subsidiary
     thereof;

                                       or



                                      B-2
<PAGE>

          (c) _  such  Transfer  is  being  effected  pursuant  to an  effective
     registration  statement under the Securities Act and in compliance with the
     prospectus delivery requirements of the Securities Act;

                                       or

          (d) _ such Transfer is being effected to an  Institutional  Accredited
     Investor and pursuant to an exemption from the registration requirements of
     the  Securities  Act other  than Rule 144A,  Rule 144 or Rule 904,  and the
     Transferor  hereby further certifies that it has not engaged in any general
     solicitation  within the meaning of Regulation D under the  Securities  Act
     and the Transfer  complies  with the transfer  restrictions  applicable  to
     beneficial   interests  in  a  Restricted   Global  Warrant  or  Restricted
     Definitive  Warrants and the requirements of the exemption  claimed,  which
     certification is supported by (1) a certificate  executed by the Transferee
     in the form of Exhibit D to the  Warrant  Agreement  and (2) if the Company
     requests,  an  Opinion  of  Counsel  provided  by  the  Transferor  or  the
     Transferee  (a  copy  of  which  the   Transferor   has  attached  to  this
     certification),  to the effect that such Transfer is in compliance with the
     Securities Act. Upon  consummation  of the proposed  transfer in accordance
     with  the  terms  of the  Warrant  Agreement,  the  transferred  beneficial
     interest  or  Definitive  Warrant  will be subject to the  restrictions  on
     transfer  enumerated  in the Private  Placement  Legend  printed on the IAI
     Global Warrant and/or the Definitive  Warrants and in the Warrant Agreement
     and the Securities Act.

     4. _ CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL  INTEREST IN AN
UNRESTRICTED GLOBAL WARRANT OR OF AN UNRESTRICTED DEFINITIVE WARRANT.

          (a) _ CHECK IF TRANSFER IS PURSUANT TO RULE 144.  (i) The  Transfer is
     being  effected  pursuant  to and in  accordance  with  Rule 144  under the
     Securities Act and in compliance with the transfer  restrictions  contained
     in the Warrant Agreement and any applicable blue sky securities laws of any
     state of the United States and (ii) the restrictions on transfer  contained
     in the Warrant  Agreement and the Private Placement Legend are not required
     in order to maintain  compliance with the Securities Act. Upon consummation
     of the  proposed  Transfer  in  accordance  with the  terms of the  Warrant
     Agreement,  the transferred  beneficial interest or Definitive Warrant will
     no longer be subject to the  restrictions  on  transfer  enumerated  in the
     Private  Placement  Legend printed on the Restricted  Global  Warrants,  on
     Restricted Definitive Warrants and in the Warrant Agreement.

          (b) _ CHECK IF TRANSFER IS PURSUANT TO  REGULATIONS.  (i) The Transfer
     is being effected  pursuant to and in accordance  with Rule 903 or Rule 904
     under the Securities Act and in compliance  with the transfer  restrictions
     contained in the Warrant  Agreement and any applicable  blue sky securities
     laws of any  state  of the  United  States  and (ii)  the  restrictions  on
     transfer  contained  in the Warrant  Agreement  and the  Private  Placement
     Legend are not required in order to maintain compliance with the Securities
     Act. Upon  consummation  of the proposed  Transfer in  accordance  with the
     terms of the Warrant  Agreement,  the  transferred  beneficial  interest or


                                      B-3
<PAGE>

     Definitive  Warrant  will no  longer  be  subject  to the  restrictions  on
     transfer  enumerated  in  the  Private  Placement  Legend  printed  on  the
     Restricted Global Warrants,  on Restricted  Definitive  Warrants and in the
     Warrant Agreement.

          (c) _ CHECK  IF  TRANSFER  IS  PURSUANT  TO OTHER  EXEMPTION.  (i) The
     Transfer is being effected  pursuant to and in compliance with an exemption
     from the  registration  requirements  of the Securities Act other than Rule
     144, Rule 903 or Rule 904 and in compliance with the transfer  restrictions
     contained in the Warrant  Agreement and any applicable  blue sky securities
     laws of any  State  of the  United  States  and (ii)  the  restrictions  on
     transfer  contained  in the Warrant  Agreement  and the  Private  Placement
     Legend are not required in order to maintain compliance with the Securities
     Act. Upon  consummation  of the proposed  Transfer in  accordance  with the
     terms of the Warrant  Agreement,  the  transferred  beneficial  interest or
     Definitive  Warrant  will not be subject to the  restrictions  on  transfer
     enumerated in the Private Placement Legend printed on the Restricted Global
     Warrants or Restricted Definitive Warrants and in the Warrant Agreement.

     This  certificate  and the  statements  contained  herein are made for your
benefit and the benefit of the Company.


                                        _____________________________________
                                        [Insert Name of Transferor]


                                        By:
                                        Name:
                                        Title:


Dated: _______________________________



                                      B-4
<PAGE>


                       ANNEX A TO CERTIFICATE OF TRANSFER

     1. The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (a) OR (b)]

          (a)  __ a beneficial interest in the:

               (i)      __      144A Global Warrant, or

               (ii)     __      Regulation S Global Warrant; or

          (b)  __ a Restricted Definitive Warrant.

     2. After the Transfer the Transferee will hold:

                                   [CHECK ONE]

          (a)  __ a beneficial interest in the:

               (i)      __      144A Global Warrant, or

              (ii)      __      Regulation S Global Warrant, or

             (iii)      __      Unrestricted Global Warrant; or

          (b)  __ a Restricted Definitive Warrant; or

          (c)  __ an Unrestricted Definitive Warrant,

          in accordance with the terms of the Warrant Agreement.



                                      B-5
<PAGE>


                                    EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE



Horizon PCS, Inc.
68 East Main Street
Chillicothe, Ohio  45601

Wells Fargo Bank/Minnesota, National Association
Sixth & Marquette, MAC N9303-120
Minneapolis, MN  55479
Attention:  Corporate Trust Services

     Re:  Warrants
                              (CUSIP ____________)

     Reference  is hereby made to the Warrant  Agreement,  dated as of September
26, 2000 (the "WARRANT  Agreement"),  between  Horizon PCS, Inc., as issuer (the
"COMPANY"),  and Wells Fargo Bank Minnesota,  National  Association,  as warrant
agent.  Capitalized  terms used but not defined  herein  shall have the meanings
given to them in the Warrant Agreement.

     __________________________, (the "OWNER") owns and proposes to exchange the
Warrant[s] or interest in such  Warrant[s]  specified  herein,  in the amount of
$____________  in such Warrant[s] or interests (the  "EXCHANGE").  In connection
with the Exchange, the Owner hereby certifies that:

     1. EXCHANGE OF RESTRICTED  DEFINITIVE WARRANTS OR BENEFICIAL INTERESTS IN A
RESTRICTED  GLOBAL WARRANT FOR  UNRESTRICTED  DEFINITIVE  WARRANTS OR BENEFICIAL
INTERESTS IN AN UNRESTRICTED GLOBAL WARRANT

          (a) _ Check if Exchange is from  beneficial  interest in a  Restricted
     Global Warrant to beneficial interest in an Unrestricted Global Warrant. In
     connection  with the  Exchange  of the  Owner's  beneficial  interest  in a
     Restricted  Global  Warrant for a  beneficial  interest in an  Unrestricted
     Global Warrant in an equal principal amount, the Owner hereby certifies (i)
     the  beneficial  interest  is being  acquired  for the  Owner's own account
     without  transfer,  (ii) such Exchange has been effected in compliance with
     the transfer restrictions applicable to the Global Warrants and pursuant to
     and in accordance with the United States Securities Act of 1933, as amended
     (the "Securities Act"), (iii) the restrictions on transfer contained in the
     Warrant  Agreement  and the Private  Placement  Legend are not  required in
     order  to  maintain  compliance  with  the  Securities  Act  and  (iv)  the
     beneficial  interest in an Unrestricted Global Warrant is being acquired in
     compliance with any applicable blue sky securities laws of any state of the
     United States.

                                      C-1
<PAGE>

          (b) _ CHECK IF EXCHANGE IS FROM  BENEFICIAL  INTEREST IN A  RESTRICTED
     GLOBAL WARRANT TO UNRESTRICTED  DEFINITIVE  WARRANT. In connection with the
     Exchange of the Owner's beneficial  interest in a Restricted Global Warrant
     for an Unrestricted  Definitive Warrant, the Owner hereby certifies (i) the
     Definitive  Warrant is being  acquired for the Owner's own account  without
     transfer,  (ii) such  Exchange  has been  effected in  compliance  with the
     transfer  restrictions  applicable to the  Restricted  Global  Warrants and
     pursuant  to  and  in  accordance   with  the  Securities  Act,  (iii)  the
     restrictions on transfer contained in the Warrant Agreement and the Private
     Placement Legend are not required in order to maintain  compliance with the
     Securities  Act and (iv)  the  Definitive  Warrant  is  being  acquired  in
     compliance with any applicable blue sky securities laws of any state of the
     United States.

          (c) _ CHECK IF  EXCHANGE  IS FROM  RESTRICTED  DEFINITIVE  WARRANT  TO
     BENEFICIAL  INTEREST IN AN UNRESTRICTED  GLOBAL WARRANT. In connection with
     the Owner's  Exchange of a Restricted  Definitive  Warrant for a beneficial
     interest in an Unrestricted Global Warrant,  the Owner hereby certifies (i)
     the  beneficial  interest  is being  acquired  for the  Owner's own account
     without  transfer,  (ii) such Exchange has been effected in compliance with
     the transfer restrictions  applicable to Restricted Definitive Warrants and
     pursuant  to  and  in  accordance   with  the  Securities  Act,  (iii)  the
     restrictions on transfer contained in the Warrant Agreement and the Private
     Placement Legend are not required in order to maintain  compliance with the
     Securities  Act and (iv) the  beneficial  interest  is  being  acquired  in
     compliance with any applicable blue sky securities laws of any state of the
     United States.

          (d) _ CHECK IF  EXCHANGE  IS FROM  RESTRICTED  DEFINITIVE  WARRANT  TO
     UNRESTRICTED DEFINITIVE WARRANT. In connection with the Owner's Exchange of
     a Restricted Definitive Warrant for an Unrestricted Definitive Warrant, the
     Owner hereby  certifies (i) the  Unrestricted  Definitive  Warrant is being
     acquired for the Owner's own account without  transfer,  (ii) such Exchange
     has been effected in compliance with the transfer  restrictions  applicable
     to Restricted  Definitive  Warrants and pursuant to and in accordance  with
     the Securities  Act, (iii) the  restrictions  on transfer  contained in the
     Warrant  Agreement  and the Private  Placement  Legend are not  required in
     order  to  maintain  compliance  with  the  Securities  Act  and  (iv)  the
     Unrestricted  Definitive  Warrant is being acquired in compliance  with any
     applicable blue sky securities laws of any state of the United States.

     2. EXCHANGE OF RESTRICTED  DEFINITIVE  WARRANTS OR BENEFICIAL  INTERESTS IN
RESTRICTED  GLOBAL  WARRANTS FOR  RESTRICTED  DEFINITIVE  WARRANTS OR BENEFICIAL
INTERESTS IN RESTRICTED GLOBAL WARRANTS


                                      C-2
<PAGE>

          (a) _ CHECK IF EXCHANGE IS FROM  BENEFICIAL  INTEREST IN A  RESTRICTED
     GLOBAL WARRANT TO RESTRICTED  DEFINITIVE  WARRANT.  In connection  with the
     Exchange of the Owner's beneficial  interest in a Restricted Global Warrant
     for a  Restricted  Definitive  Warrant  in a number  equal to the number of
     beneficial  interests  exchanged,  the  Owner  hereby  certifies  that  the
     Restricted Definitive Warrant is being acquired for the Owner's own account
     without transfer.  Upon consummation of the proposed Exchange in accordance
     with the terms of the Warrant Agreement,  the Restricted Definitive Warrant
     issued  will  continue  to be  subject  to  the  restrictions  on  transfer
     enumerated  in the  Private  Placement  Legend  printed  on the  Restricted
     Definitive Warrant and in the Warrant Agreement and the Securities Act.

          (b)  CHECK  IF  EXCHANGE  IS FROM  RESTRICTED  DEFINITIVE  WARRANT  TO
     BENEFICIAL  INTEREST IN A RESTRICTED GLOBAL WARRANT. In connection with the
     Exchange  of the Owner's  Restricted  Definitive  Warrant for a  beneficial
     interest in the [CHECK ONE] _ 144A Global  Warrant,  _  Regulation S Global
     Warrant, _ IAI Global Warrant in a number equal to the number of beneficial
     interests exchanged, the Owner hereby certifies (i) the beneficial interest
     is being  acquired  for the Owner's own account  without  transfer and (ii)
     such  Exchange  has  been   effected  in   compliance   with  the  transfer
     restrictions  applicable to the Restricted  Global Warrants and pursuant to
     and in  accordance  with the  Securities  Act, and in  compliance  with any
     applicable blue sky securities laws of any state of the United States. Upon
     consummation  of the proposed  Exchange in accordance with the terms of the
     Warrant  Agreement,  the beneficial  interest issued will be subject to the
     restrictions on transfer enumerated in the Private Placement Legend printed
     on the relevant  Restricted Global Warrant and in the Warrant Agreement and
     the Securities Act.

     This  certificate  and the  statements  contained  herein are made for your
benefit and the benefit of the Company.


                                                ______________________________
                                                [Insert Transferor]


                                                By:
                                                Name:
                                                Title:

Dated: ____________________________


                                      C-3
<PAGE>


                                    EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR


Horizon PCS, Inc.
68 East Main Street
Chillicothe, Ohio  45601

Wells Fargo Bank/Minnesota, National Association
Sixth & Marquette, MAC N9303-120
Minneapolis, MN  55479
Attention:  Corporate Trust Services

     Re: Warrants

     Reference  is hereby made to the Warrant  Agreement,  dated as of September
26, 2000 (the "Warrant  Agreement"),  between  Horizon PCS, Inc., as issuer (the
"Company"),  and Wells Fargo Bank Minnesota,  National  Association,  as warrant
agent.  Capitalized  terms used but not defined  herein  shall have the meanings
given to them in the Warrant Agreement.

     In connection with our proposed purchase of $____________ amount of:

     (a) _ a beneficial interest in a Global Warrant, or

     (b) _ a Definitive Warrant,

          we confirm that:

     1. We  understand  that any  subsequent  transfer  of the  Warrants  or any
interest therein is subject to certain  restrictions and conditions set forth in
the  Warrant  Agreement  and the  undersigned  agrees to be bound by, and not to
resell, pledge or otherwise transfer the Warrants or any interest therein except
in compliance  with,  such  restrictions  and  conditions  and the United States
Securities Act of 1933, as amended (the "SECURITIES ACT").

     2. We  understand  that the  offer and sale of the  Warrants  have not been
registered  under the  Securities  Act,  and that the  Warrants and any interest
therein  may not be  offered  or  sold  except  as  permitted  in the  following
sentence. We agree, on our own behalf and on behalf of any accounts for which we
are acting as  hereinafter  stated,  that if we should sell the  Warrants or any
interest  therein,  we will  do so only  (A) to the  Company  or any  subsidiary
thereof,  (B) in  accordance  with  Rule  144A  under  the  Securities  Act to a
"qualified  institutional  buyer" (as defined therein),  (C) to an institutional


                                      D-1
<PAGE>

"accredited investor" (as defined below) that, prior to such transfer, furnishes
(or has  furnished  on its  behalf  by a U.S.  broker-dealer)  to you and to the
Company  a signed  letter  substantially  in the  form of this  letter  and,  if
requested by the Company, an Opinion of Counsel in form reasonably acceptable to
the  Company  to the  effect  that  such  transfer  is in  compliance  with  the
Securities  Act, (D) outside the United  States in  accordance  with Rule 904 of
Regulation S under the  Securities  Act, (E) pursuant to the  provisions of Rule
144(k) under the  Securities  Act or (F)  pursuant to an effective  registration
statement  under the  Securities  Act,  and we  further  agree to provide to any
person  purchasing  the  Definitive  Warrant or beneficial  interest in a Global
Warrant from us in a transaction meeting the requirements of clauses (A) through
(E) of this paragraph a notice  advising such purchaser that resales thereof are
restricted as stated herein.

     3. We understand that, on any proposed resale of the Warrants or beneficial
interest  therein,  we will be required  to furnish to you and the Company  such
certifications,  legal opinions and other information as you and the Company may
reasonably require to confirm that the proposed sale complies with the foregoing
restrictions.  We further understand that the Warrants purchased by us will bear
a legend to the foregoing effect.

     4.  We are an  institutional  "accredited  investor"  (as  defined  in Rule
501(a)(1),  (2), (3) or (7) of Regulation D under the  Securities  Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Warrants, and we and
any accounts for which we are acting are each able to bear the economic  risk of
our or its investment.

     5. We are acquiring the Warrants or beneficial  interest therein  purchased
by us for our own  account  or for one or more  accounts  (each  of  which is an
institutional  "accredited  investor")  as to each of  which  we  exercise  sole
investment discretion.

     We agree not to  engage  in any  hedging  transactions  with  regard to the
Warrants unless such hedging  transactions are in compliance with the Securities
Act.

     You and  the  Company  are  entitled  to  rely  upon  this  letter  and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any  administrative  or legal  proceedings  or  official  inquiry  with
respect to the matters covered hereby.


                                        ____________________________________
                                        [Insert Name of Transferor]

                                        By:
                                        Name:
                                        Title:


Dated: ________________________


                                      D-2