REGISTRATION RIGHTS AGREEMENT

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EXHIBIT 4.4

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made as of the 1st

day of October, 2004, by and among Horizon PCS, Inc., a Delaware corporation

("Horizon"), and Apollo Investment Fund IV, L.P. and Apollo Overseas Partners

IV, L.P., and their affiliated assignees (collectively, the "APOLLO HOLDERS")

(the Apollo Holders, and any person or other entity to which any of the

foregoing assigns any of its interests hereunder are individually a "HOLDER" and

collectively "HOLDERS").

RECITALS:

WHEREAS, on August 15, 2003, the Company and its subsidiaries, Horizon

Personal Communications, Inc. and Bright Personal Communications Services, LLC,

filed Chapter 11 bankruptcy petitions in the United States Bankruptcy Court for

the Southern District of Ohio (the "Bankruptcy Court") for the purpose of

effecting a court-administered reorganization;

WHEREAS, on June 27, 2004, the Company filed its plan of reorganization, as

it may be further amended (the "Plan of Reorganization"), with the Bankruptcy

Court;

WHEREAS, the Plan of Reorganization provides, among other things, that upon

confirmation thereof by the Bankruptcy Court, certain existing indebtedness of

the Company will be cancelled, and the holders of such indebtedness will receive

shares of common stock, par value $0.001 per share, of the Company (the "Common

Stock") on a pro rata basis;

WHEREAS, simultaneously with the execution of this Agreement, the Plan of

Reorganization and the transactions contemplated thereby are being consummated;

WHEREAS, as a result of the consummation of the transactions contemplated

by the Plan of Reorganization, the Apollo Holders are receiving newly issued

shares of Common Stock; and

WHEREAS, the Company has agreed to provide the Apollo Holders with certain

registration rights with respect to their Registrable Securities (as defined

below), upon the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises, covenants,

representations and warranties contained herein and of the mutual benefits to be

derived herefrom, and intending to be legally bound, the parties hereto agree as

follows:

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ARTICLE I

DEMAND REGISTRATIONS

(a) Demand Requests and Notice Procedure. At any time after the execution

of this Agreement, holders in the aggregate of at least a majority in interest

of the Registrable Securities (the "REQUESTING Holders") shall have the right to

request in writing that Horizon effect a public offering of Registrable

Securities (a "DEMAND REQUEST"). The Demand Request transmitted by the

Requesting Holders shall (x) specify the number of Registrable Securities which

each Requesting Holder intends to sell or dispose of and (y) state the intended

method or methods by which the Requesting Holder intends to sell or dispose of

such Registrable Securities. Upon receipt of a Demand Request pursuant to this

Article I, Horizon shall:

(i) give notice of such requested registration to all other Holders of

Registrable Securities within ten days after such Demand Request, and use its

best efforts to cause to be filed within sixty (60) days (but in any event no

later than seventy-five (75) days) after the date of delivery to Horizon of the

Demand Request, a registration statement covering (subject to Article I(e)) the

Registrable Securities requested to be registered by the Requesting Holders and

the Registrable Securities requested to be included by any other holders of

Registrable Securities who request, within 20 days after the mailing of the

Company's notice, that their Registrable Securities be included in the

registration statement; such registration statement to provide for the

registration under the Securities Act of 1933, as amended (the "SECURITIES ACT")

of such Registrable Securities to the extent necessary to permit the disposition

of such Registrable Securities so to be registered in accordance with the

intended method of distribution specified in such Demand Request; provided,

however, that in no event shall Horizon be required to file a registration

statement hereunder prior to March 22, 2005.

(ii) use its best efforts to have such registration statement declared

effective by the Securities and Exchange Commission (the "SEC") as soon as

practicable thereafter; and

(iii) subject to its performance of its obligations under the

Registration Rights Agreement dated July 19, 2004 (the "NOTES REGISTRATION

RIGHTS AGREEMENT") pertaining to Horizon's 11?% Senior Notes due 2012 (the

"SENIOR NOTES"), refrain from filing any other registration statements, other

than a registration statement on Form S-4 or S-8 (or similar or successor

forms), with respect to any other securities of Horizon, (i) if a registration

statement is being filed in connection with a Demand Request by the Holders for

an underwritten public offering, until such date that is the earlier of: (A) one

hundred eighty (180) days following effectiveness of the registration statement

filed in response to the Demand Request or (B) the lock up period, if any,

required by the underwriters of the offering, or (ii) if a registration

statement is being filed in connection with a Demand Request by the Holders for

a public offering that is not proposed to be underwritten until such date which

is ninety (90) days following effectiveness of the registration statement filed

in response to the Demand Request.

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"REGISTRABLE SECURITIES" for purposes of this Agreement means any and all (a)

shares of COMMON STOCK issued to the Apollo Holders pursuant to the Plan of

Reorganization and (b) any shares of Common Stock issued or issuable directly or

indirectly with respect to the securities referred to in clause (a) by way of

stock dividend or stock split or in connection with a combination of shares,

recapitalization, merger, consolidation or other reorganization. As to any

particular shares constituting Registrable Securities, such shares will cease to

be Registrable Securities when they have (x) been effectively registered under

the Securities Act and disposed of in accordance with a registration statement

covering them, (y) been sold to the public pursuant to Rule 144 (or by similar

provision under the Securities Act) or (z) become eligible for sale without

volume or method of sale limitation pursuant to Rule 144.

(b) Effective Registration Statement. A registration requested pursuant to

a Demand Request shall not be deemed to have been effected unless a registration

statement with respect thereto has become effective and remained effective in

compliance with the provisions of the Securities Act with respect to the

disposition of all Registrable Securities covered by such registration statement

for the period of time required hereunder.

(c) Selection of Underwriters. In the event that Horizon is required to

file a registration statement covering any Registrable Securities pursuant to

this Article I and the proposed offering is to be an underwritten public

offering, the managing underwriter shall be one or more reputable investment

banks selected by a majority in interest of the Requesting Holders and

reasonably acceptable to Horizon, which consent shall not be unreasonably

withheld, delayed or conditioned.

(d) Priority for Demand Registration. If the managing underwriter of an

underwritten public offering pursuant to a registration statement filed to

satisfy a Demand Request determines and advises in writing that the inclusion of

any securities proposed to be included by Horizon and any other holders of the

Company's securities in the underwritten public offering would adversely impact

the offering of the Requesting Holders' Registrable Securities, then Horizon and

other holders of Registrable Securities shall not be permitted to include any

securities in excess of the amount, if any, of securities which the managing

underwriter of such underwritten public offering shall reasonably and in good

faith agree in writing to include in such public offering in addition to the

amount to be registered for the Requesting Holder(s).

If the managing underwriter of an underwritten public offering

pursuant to this Article I shall determine and advise in writing that the

inclusion of all Registrable Securities requested to be included in such

underwriting would adversely impact the offering, then the number of Registrable

Securities to be included in the offering by each Holder shall be reduced on a

proportionate basis, based upon the amount of Registrable Securities to be

included in such offering, or upon such other basis as shall be agreed to by a

majority in interest of the Holders requesting that Registrable Securities be

included in the underwriting.

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(e) Limitation on Demand Registrations.

(i) Horizon may delay making a filing of a registration statement or

an amendment thereof or supplement thereto or taking action in connection

therewith by not more than sixty (60) days if Horizon, prior to the time it

would otherwise have been required to file such registration statement,

amendment or supplement or take such action pursuant to this Article I in

connection with a Demand Request determines in good faith that the filing of

such registration statement, amendment or supplement in the reasonable judgment

of Horizon, would be seriously detrimental to Horizon or would otherwise

materially adversely affect a financing, acquisition, disposition, merger or

other material transaction (a "VALID BUSINESS REASON"); provided, however, that

such right to delay such filing or other action shall be exercised by Horizon

not more than once in any twelve (12) month period and Horizon shall only have

the right to delay a such filing or other action for so long as such Valid

Business Reason exists (but not more than sixty (60) days); provided that, with

respect to a delay in filing an amendment or supplement to an effective

registration statement, the obligations of Horizon with respect to maintaining

such registration statement current and effective shall be extended by a period

of days equal to the period said suspension is in effect. Notwithstanding the

foregoing, in no event may Horizon delay pursuant to this Article I(e) the

filing of a registration statement requested by Requesting Holders pursuant to

Article I(a) on or before March 1, 2005 (the "Initial Registration Statement").

(ii) In no event shall Horizon be required to file more than four

registration statements pursuant to this Article I. In addition, the Holders

agree not to make a Demand Request until six (6) months after the effective date

of a registration statement relating to a prior Demand Request.

(f) Liquidated Damages.

(i) Delay in Effectiveness of Registration Statement. Notwithstanding

any other provision of this Agreement, in the event that a registration

statement is not filed with the SEC within seventy-five (75) days of the date of

delivery to Horizon of the Demand Request (March 22, 2005 for a request made

prior to January 6, 2005), for reasons other than the exercise by Horizon of its

rights under Article I(e) hereof, or is not declared effective within sixty (60)

days following the date of filing by Horizon of a registration statement with

the SEC pursuant to Article I (or, in the event of a review of the registration

statement by the SEC, within one hundred twenty (120) days following the date of

filing by Horizon of a registration statement with the SEC pursuant to Article

I), the Company shall pay to the Apollo Holders liquidated damages (in addition

to the rights and remedies available to the Apollo Holders under applicable law

and this Agreement with respect to any other breach hereunder) at a rate equal

to $100,000 for every thirty (30) days after such failure (pro rata for partial

months). Such liquidated damages shall be payable monthly in cash. The parties

acknowledge that, notwithstanding anything to the contrary contained herein,

Horizon does not have the right, for a Valid Business Reason, to delay the

filing of the Initial Registration Statement.

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(ii) Lapse in Effectiveness of Registration Statement. Notwithstanding

any other provision of this Agreement, if, for reasons other than the exercise

by Horizon of its rights under Article I(e) hereof, the registration statement

filed pursuant to Article I and declared effective ceases to be effective or

usable or the prospectus included in the registration statement ceases to be

usable, in either case, in connection with resales of Registrable Securities

during the ninety (90) day period commencing on the date on which the

registration statement is declared effective, without such lapse being cured

within ten (10) business days (the "CURE PERIOD"), by a post-effective amendment

to the registration statement, a supplement to the prospectus or a report filed

with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act

that cures such lapse, then the Company shall pay to the Apollo Holders

liquidated damages (in addition to the rights and remedies available to the

Apollo Holders under applicable law and this Agreement with respect to any other

breach hereunder) for the period from and including the first day following the

expiration of the Cure Period until, but excluding, the date on which such

failure is cured, at a rate equal to $100,000 for every thirty (30) days after

such failure (pro rata for partial months). Such liquidated damages shall be

payable monthly in cash. The parties acknowledge that, notwithstanding anything

to the contrary contained herein, Horizon does not have the right, for a Valid

Business Reason, to suspend the effectiveness or use of the Initial Registration

Statement.

(iii) Supremacy. In the event of inconsistencies or conflicts between

the provisions of this Section (f) of Article I and any other provision of this

Agreement, the provisions of this Section (f) of Article I shall prevail.

ARTICLE II

PIGGYBACK REGISTRATION

(a) Right to Include Registrable Securities. Each time that Horizon

proposes for any reason to register any of its Common Stock under the Securities

Act (a "PROPOSED REGISTRATION"), other than pursuant to a registration statement

on Form S-4 or Form S-8 (or similar or successor forms), or another Form in

connection with a transaction in which Registrable Securities are not eligible

for inclusion, Horizon shall promptly give written notice of such Proposed

Registration to all of the Holders of Registrable Securities (which notice shall

be given not less than thirty (30) days prior to the expected effective date of

Horizon's registration statement) and shall offer such Holders the right to

request inclusion of any of such Holder's Registrable Securities in the Proposed

Registration. No registration pursuant to this Article II shall relieve Horizon

of its obligation to register Registrable Securities pursuant to a Demand

Request, as contemplated by Article I hereof.

(b) Piggyback Procedure. Each Holder of Registrable Securities shall have

twenty (20) days from the date of mailing of such notice to deliver to Horizon a

written request specifying the number of Registrable Securities such Holder

intends to sell. Any Holder shall have the right to withdraw such Holder's

request for inclusion of such Holder's Registrable Securities in any

registration statement pursuant to this Article II by giving written notice to

Horizon of such withdrawal. Subject to subsection (d) below of

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this Article II, Horizon shall include in such registration statement all such

Registrable Securities so requested to be included therein; provided, however,

that Horizon may at any time withdraw or cease proceeding with any such Proposed

Registration if it shall at the same time withdraw or cease proceeding with the

registration of all other shares of Common Stock originally proposed to be

registered.

(c) Selection of Underwriters. The managing underwriter for any Proposed

Registration that involves an underwritten public offering shall be one or more

reputable investment banks selected by Horizon.

(d) Priority for Piggyback Registration. If the managing underwriter of an

underwritten Proposed Registration determines and advises in writing that the

inclusion of all Registrable Securities proposed to be included by the Holders

of Registrable Securities in the underwritten public offering would adversely

impact the offering of Horizon's securities, then the Holders of Registrable

Securities shall not be permitted to include any Registrable Securities in

excess of the amount, if any, of Registrable Securities which the managing

underwriter of such underwritten public offering shall reasonably and in good

faith agree in writing to include in such public offering in addition to the

amount of securities to be registered for Horizon. It is acknowledged by the

parties hereto that pursuant to the foregoing provision, the securities to be

included in a registration initiated by Horizon shall be allocated:

(i) first, to Horizon;

(ii) second, to the Holders of Registrable Securities, pari passu, on

a pro rata basis on the number of Registrable Securities requested to be

included in the registration;

(iii) third, to holders of registration rights granted other than

pursuant to this Agreement; and

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

therein.

If as a result of the provision of this Article II, a Holder shall not

be entitled to include all of its Registrable Securities in a registration that

such Holder has requested to be so included, such Holder may withdraw such

Holder's request to include Registrable Securities in such registration

statement.

(e) Underwritten Registration. In the event that the Proposed Registration

by Horizon is, in a whole or in part, an underwritten public offering of

securities of Horizon, any request under this Article II must specify that the

Registrable Securities be included in the underwriting on the same terms and

conditions as the shares of Common Stock, if any, otherwise being sold through

underwriters under such registration.

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ARTICLE III

REGISTRATION ON FORM S-3

At any time after Horizon has completed an underwritten initial public

offering of shares of Common Stock pursuant to an effective registration

statement under the Securities Act as then in effect (or any comparable

statement under any similar federal statute then in force or effect), any Holder

of Registrable Securities (the "INITIATING FORM S-3 HOLDER") may request that

Horizon file a registration statement under the Securities Act on Form S-3 (or

similar or successor form) covering the sale or other distribution of all or any

portion of the Registrable Securities held by such Initiating Form S-3 Holder

pursuant to Rule 415 under the Securities Act ("FORM S-3 DEMAND"), if (i) the

reasonably anticipated aggregate gross proceeds would equal or exceed

$1,000,000, and (ii) Horizon is a registrant qualified to use Form S-3 (or any

similar or successor form) to register such Registrable Securities. If such

conditions are met, Horizon shall use its best efforts to register under the

Securities Act on Form S-3 (or any similar or successor form) at the earliest

practicable date, for sale in accordance with the method of disposition

specified in the Form S-3 Demand, the number of Registrable Securities specified

in such Form S-3 Demand. Notwithstanding the foregoing, if Horizon shall furnish

to the Initiating Form S-3 Holders a certificate signed by the Chief Executive

Officer and Chief Financial Officer of Horizon stating that a Valid Business

Reason exists, Horizon shall have the right to defer taking action with respect

to such filing for a period of sixty (60) days after receipt of the Form S-3

Demand. Notwithstanding the foregoing, Horizon shall not be obligated to file

more than one Form S-3 pursuant to this Article III in any given six month

period and shall only be required to keep such Form S-3 effective for a period

not to exceed ninety (90) days.

ARTICLE IV

REGISTRATION PROCEDURES

Whenever the Holders of Registrable Securities have requested that any

Registrable Securities be registered pursuant to this Agreement, Horizon will

use its reasonable best efforts to effect the registration and the sale of such

Registrable Securities in accordance with the intended method of disposition

thereof, and pursuant thereto Horizon will as expeditiously as possible:

(a) Prepare and file with the SEC a registration statement on any form

that qualifies, which Horizon shall deem appropriate and pursuant to which such

offering may be made in accordance with the intended method of distribution with

respect to such Registrable Securities and in the case of a registration

pursuant to Article I, use its best efforts to cause such registration statement

to become effective within seventy-five (75) days of the date that Horizon

received a request for the registration of such Registrable Securities from the

Holders in accordance with the terms of Article I;

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(b) Participation in Preparation. Provide any Holders participating,

or electing to participate in an offering of Registrable Securities thereof (the

"PARTICIPATING HOLDERS") of Registrable Securities, any underwriter

participating in any disposition pursuant to a registration statement, and any

attorney, accountant or other agent retained by any Participating Holder or

underwriter (each an "INSPECTOR" and, collectively, the "INSPECTORS"), the

opportunity to participate, including, but not limited to, reviewing, commenting

on and attending all meetings in the preparation of such registration statement,

each prospectus included therein or filed with the SEC and each amendment or

supplement thereto;

(c) Due Diligence. For a reasonable period prior to the filing of any

registration statement pursuant to this Agreement, make available for inspection

and copying by the Inspectors such financial and other information and books and

records, pertinent corporate documents and properties of Horizon and its

subsidiaries and cause the officers, directors, employees, counsel and

independent certified public accountants of Horizon and its subsidiaries to

respond to such inquiries and to supply all information reasonably requested by

any such Inspector in connection with such registration statement, as shall be

reasonably necessary, in the judgment of the respective counsel referred to in

Article IV(b), to conduct a reasonable investigation within the meaning of the

Securities Act;

(d) Promptly notify each Holder, the sales or placement agent, if any,

therefor and the managing underwriter of the securities being sold, (A) when

such registration statement or the prospectus included therein or any prospectus

amendment or supplement or post-effective amendment has been filed, and, with

respect to any such registration statement or any post-effective amendment, when

the same has become effective, (B) of any comments (oral or written) by the SEC

and by the blue sky or securities commissioner or regulator of any state with

respect thereto or (C) of any request by the SEC for any amendments or

supplements to such registration statement or the prospectus or for additional

information, and in the case of a registration pursuant to Article I, prepare

and file with the SEC such amendments and supplements to such registration

statement and the prospectus used in connection therewith as may be necessary to

keep such registration statement effective for a period of not less than ninety

(90) consecutive days, or such shorter period which will terminate on the date

when all Registrable Securities covered by such registration statement have been

sold (but not before the expiration of the applicable prospectus delivery

period), and comply with the provisions of the Securities Act with respect to

the disposition of all securities covered by such registration statement during

such period in accordance with the intended methods of disposition by the

sellers thereof set forth in such registration statement;

(e) Furnish to each seller of Registrable Securities in accordance

with Section 11.1 hereof, such number of copies of such registration statement,

each amendment and supplement thereto, the prospectus included in such

registration statement (including each preliminary prospectus) and such other

documents as such seller may reasonably request in order to facilitate the

disposition of the Registrable Securities owned by such seller;

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(f) Use its best efforts to register or qualify such Registrable

Securities under such other securities or blue sky laws of such jurisdictions

within the United States as the sellers or underwriters shall request, to keep

such registration or qualification in effect for so long as the registration

statement is in effect and do any and all other acts and things which may be

reasonably necessary or advisable to enable such sellers to consummate the

disposition in such jurisdictions of the Registrable Securities owned by such

sellers (provided that Horizon will not be required to qualify generally to do

business or file any general consent to service of process in any jurisdiction

where it would not otherwise be required to qualify or file but for