As filed with the Securities and Exchange Commission on December 15, 2000
Registration No. 333-51238
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1 to
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
HORIZON PCS, INC.
(Exact name of registrant as specified
in its charter) (For co-registrants, please see
"Co-Registrant Information" on the following page)
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Delaware 4812 31-1707839
(State of Incorporation) (Primary Standard Industrial (I.R.S. Employer Identification No.)
Classification Code Number)
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68 East Main Street
Chillicothe, Ohio 45601-0480
(740) 772-8200
(Address, including zip code and telephone
number, including area code, of
registrant's principal executive
offices)
Mr. William A. McKell
President and Chief Executive Officer
Horizon PCS, Inc.
68 East Main Street
Chillicothe, Ohio 45601-0480
(740) 772-8200
(Name, address, including zip code, and telephone
number, including area code,
of agent for service)
Copies To:
T. Clark Fitzgerald III, Esq.
Donald I. Hackney, Jr., Esq.
Arnall Golden & Gregory, LLP
2800 One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3450
(404) 873-8500
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of the Registration Statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
The Co-registrants hereby amend this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Co-registrants
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
CO-REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Horizon Personal Communications, Inc.
Bright Personal Communications Services, LLC
(Exact name of co-registrant as specified in its charter)
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Ohio 4812 31-0802877
(State of Incorporation) (Primary Standard Industrial 34-1903266
Classification Code Number) (I.R.S. Employer Identification No.)
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68 East Main Street
Chillicothe, Ohio 45601-0480
(740) 772-8200
(Address, including zip code and telephone
number, including area code, of the
co-registrant's principal executive
offices)
Mr. William A. McKell
President and Chief Executive Officer
Horizon PCS, Inc.
68 East Main Street
Chillicothe, Ohio 45601-0480
(740) 772-8200
(Name, address, including zip code, and
telephone number, including area code,
of agent for service for each of the
co-registrants)
Copies To:
T. Clark Fitzgerald III, Esq.
Donald I. Hackney, Jr., Esq.
Arnall Golden & Gregory, LLP
2800 One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3450
(404) 873-8500
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Certificate of Incorporation of Horizon PCS, Inc. ("Horizon PCS")
provides that the liability of the directors of Horizon PCS to Horizon PCS or
any of its stockholders for monetary damages arising from acts or omissions
occurring in their capacity as directors shall be limited to the fullest extent
permitted by the laws of Delaware or any other applicable law. This limitation
does not apply with respect to any action in which a director would be liable
under Section 174 of the General Corporation Law of the State of Delaware nor
does it apply with respect to any liability in which a director:
o breached his duty of loyalty to Horizon PCS or its stockholders;
o did not act in good faith or, in failing to act, did not act in good
faith;
o acted in a manner involving intentional misconduct or a knowing
violation of law or, in failing to act, shall have acted in a manner
involving intentional misconduct or a knowing violation of law; or
o derived an improper personal benefit.
Horizon PCS' Certificate of Incorporation provides that Horizon PCS shall
indemnify its directors, officers and employees and former directors, officers
and employees to the fullest extent permitted by the laws of Delaware or any
other applicable law. Pursuant to the provisions of Section 145 of the General
Corporation Law of the State of Delaware, Horizon PCS has the power to indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding (other than an
action by or in the right of Horizon PCS) by reason of the fact that he is or
was a director, officer, employee or agent of Horizon PCS, against any and all
expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with such action, suit or proceeding. The
power to indemnify applies only if such person acted in good faith and in a
manner he reasonably believed to be in the best interest, or not opposed to the
best interest, of Horizon PCS and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
The power to indemnify applies to actions brought by or in the right of
Horizon PCS as well, but only to the extent or defense and settlement expenses
and not to any satisfaction of a judgment or settlement of the claim itself and
with the further limitation that in such actions no indemnification shall be
made in the event of any adjudication of negligence or misconduct unless the
court, in its discretion, believes that in light of all the circumstances
indemnification should apply.
The statute further specifically provides that the indemnification
authorized thereby shall not be deemed exclusive of any other rights to which
any such officer or director may be entitled under any bylaws, agreements, vote
of stockholders or disinterested directors, or otherwise.
Horizon PCS intends has acquired directors' and officers' liability
insurance covering its directors and officers.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling Horizon PCS
pursuant to the foregoing provisions, Horizon PCS has been advised that in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
Item 21. Exhibits and Financial Statement Schedules
(a) Exhibits:
Exhibit
Number Description
-------- -----------
1.1* Purchase Agreement dated September 18, 2000 between Horizon PCS, Inc.
and Donaldson, Lufkin & Jenrette Securities Corporation and First
Union Securities, Inc.
2.1*(1) Asset Purchase Agreement, dated May 19, 2000, by and between Sprint
PCS, Inc. and Horizon Personal Communications, Inc.
2.2*(1) Contribution and Exchange Agreement, as amended, dated May 4, 2000, by
and among Horizon Personal Communications, Inc., Horizon Telcom, Inc.,
the Registrant and those persons listed on the attachment to the
Contribution and Exchange Agreement.
3.1* Amended and Restated Certificate of Incorporation of Horizon PCS.
3.2* Bylaws of Horizon PCS.
4.1* Specimen Common Stock Certificate.
4.2* Indenture dated as of September 26, 2000 between Horizon PCS, Inc. ,
Horizon Personal Communications, Inc., Bright Personal Communications,
Inc. and Wells Fargo Bank Minnesota, National Association.
4.3* A/B Exchange Registration Rights Agreement made as of September 26,
2000 by and among Horizon PCS, Inc. and Donaldson, Lufkin & Jenrette
Securities Corporation and First Union Securities, Inc.
4.4* Form of Registered Note (included in Exhibit 4.2).
4.5* Note Guarantee of Horizon Personal Communications, Inc.
4.6* Note Guarantee of Bright Personal Communications Services, LLC
5.1** Opinion of Arnall Golden & Gregory, LLP regarding legality of the
common stock being issued.
10.1* Form of Employment Agreement, dated September 26, 2000, by and
between Registrant and William A. McKell.
10.2* Form of Employment Agreement, dated September 26, 2000, by and
between Registrant and Peter M. Holland.
10.3*+ Sprint PCS Management Agreement between Sprint Spectrum, L.P.,
SprintCom, Inc. and Horizon Personal Communications, Inc., dated June
8, 1998.
10.3.1* Letter Agreement, dated July 3, 2000, between Sprint Spectrum, L.P.,
SprintCom, Inc. and Horizon Personal Communications, Inc.
10.4*+ Sprint PCS Services Agreement between Sprint Spectrum L.P. and Horizon
Personal Communications, Inc., dated June 8, 1998.
10.5* Sprint Trademark and Service Mark License Agreement between Sprint
Communications Company, L.P. and Horizon Personal Communications,
Inc., dated June 8, 1998.
10.6* Sprint Spectrum Trademark and Service Mark License Agreement between
Sprint Spectrum L.P. and Horizon Personal Communications, Inc., dated
June 8, 1998.
10.7*+ Sprint PCS Management Agreement between Wirelessco, L.P., SprintCom,
Inc., Sprint Spectrum, L.P. and Bright Personal Communications
Services, LLC, dated October 13, 1999.
10.8*+ Sprint PCS Services Agreement between Sprint Spectrum, L.P. and Bright
Personal Communications Services, LLC, dated October 13, 1999.
10.9* Sprint Trademark and Service Mark License Agreement between Sprint
Communications Company, L.P. and Bright Personal Communications
Services, LLC, dated October 13, 1999.
10.10* Sprint Spectrum Trademark and Service Mark License Agreement between
Sprint Spectrum, L.P. and Bright Personal Communications Services,
LLC, dated October 13, 1999.
10.11** Loan Agreement by and between Horizon Personal Communications, Inc.
and Rural Telephone Finance Cooperative, dated August 29, 1997.
10.12* Horizon Telcom Guaranty, dated August 29, 1997.
10.13* Loan Agreement, by and between Bright Personal Communications
Services, LLC and Rural Telephone Finance Corporation, dated April 28,
2000.
10.14* Loan Agreement dated May 31, 2000 by and between Horizon Personal
Communications, Inc. and Rural Telephone Finance Cooperative.
10.15* Amendment to Loan Agreement dated as of June 27, 2000 by and between
Horizon Personal Communications, Inc. and Rural Telephone Finance
Cooperative.
10.16** Horizon Telcom Guaranty dated June 27, 2000.
10.17* Commitment letter from First Union National Bank with regard to $225
million senior secured credit facility for the Registrant.
10.18* Registration Rights Agreement, dated June 27, 2000, by and among the
Registrant and those persons listed on the attachment to the
Contribution and Exchange Agreement.
10.19*+ Network Services Agreement by and between West Virginia PCS Alliance,
L.C., Virginia PCS Alliance, L.C. and Horizon Personal Communications,
Inc., dated August 12, 1999.
10.20* Assignment and Agreement by and between SprintCom, Inc., Horizon
Personal Communications, Inc., West Virginia PCS Alliance, L.C. and
Virginia PCS Alliance, L.C., dated August 12, 1999.
10.21*+ PCS CDMA Product Supply Contract by and between Motorola, Inc. and
Horizon Personal Communications, Inc.
10.22* Bridge Note Purchase Agreement by and between Horizon Personal
Communications, Inc. and First Union Investors, Inc., dated February
15, 2000.
10.23** 13% Senior Subordinated Promissory Note from Horizon Personal
Communications, Inc. to First Union Investors, Inc., dated February
15, 2000.
10.24** Conversion Agreement, by and between Horizon Personal Communications
and First Union Investors, Inc., dated February 15, 2000.
10.25* Form of Horizon PCS, Inc. 2000 Stock Option Plan.
10.26*+ Site Development Agreement by and between Horizon Personal
Communications, Inc. and SBA Towers, Inc., dated August 17, 1999.
10.27*+ Master Site Agreement by and between SBA Towers, Inc. and Horizon
Personal Communications, Inc., dated July 1999.
10.28*+ Master Design Build Agreement by and between Horizon Personal
Communications, Inc. and SBA Towers, Inc., dated August 17, 1999.
10.29*+ Master Site Agreement by and between SBA Towers, Inc. and Bright
Personal Communications Services, LLC, dated October 1, 1999.
10.30*+ Master Design Build Agreement by and between Bright Personal
Communications Services, LLC and SBA Towers, Inc., dated October 1,
1999.
10.31* Services Agreement, dated May 1, 2000, between Horizon Personal
Communication, Inc. and Horizon Services, Inc.
10.32* Lease Agreement, dated May 1, 2000 between Chillicothe Telephone
Company and Horizon Personal Communications, Inc.
10.33* Services Agreement, dated May 1, 2000 between Horizon Personal
Communications, Inc. and United Communications, Inc.
10.34* Form of Indemnification Agreement.
10.35* Amended and Restated Tax Allocation Agreement dated May 1, 2000 by and
among Horizon Telcom, Inc., Chillicothe Telephone Company, Horizon
Personal Communications, Inc., United Communications, Inc., Horizon
Services, Inc., and Horizon PCS, Inc.
10.35.1* First Amendment to the Amended and Restated Tax Allocation Agreement
dated as of September 26, 2000 by and among Horizon Telcom, Inc.,
Chillicothe Telephone Company, Horizon Personal Communications, Inc.,
United Communications, Inc., Horizon Services, Inc., and Horizon PCS,
Inc.
10.36* Form of Lock-up Agreement.
10.37* Securities Purchase Agreement dated September 26, 2000 by and among
Horizon PCS, Inc. Apollo Investment Fund IV, L.P., Apollo Overseas
Partners IV, L.P., Ares Leveraged Investment Fund, L.P., Ares
Leveraged Investment Fund II, L.P. and First Union Capital Partners,
LLC.
10.38* Investors Rights and Voting Agreement dated September 26, 2000 by and
among Horizon PCS, Inc. Apollo Investment Fund IV, L.P., Apollo
Overseas Partners IV, L.P., Ares Leveraged Investment Fund, L.P., Ares
Leveraged Investment Fund II, L.P. and First Union Capital Partners,
LLC.
10.39* Registration Rights Agreement dated September 26, 2000 by and among
Horizon PCS, Inc. Apollo Investment Fund IV, L.P., Apollo Overseas
Partners IV, L.P., Ares Leveraged Investment Fund, L.P., Ares
Leveraged Investment Fund II, L.P. and First Union Capital Partners,
LLC.
10.40* Credit Agreement, dated as of September 26, 2000, by and among Horizon
Personal Communications, Inc., and Bright Personal Communications
Services, LLC, Horizon PCS, Inc. (the "Parent") and certain
Subsidiaries of the Parent, the several banks and other financial
institutions as may from time to time become parties to this
Agreement, First Union National Bank, as Administrative Agent,
Westdeutsche Landesbank Girozentrale, as Syndication Agent and
Arranger and Fortis Capital Corp., as Documentation Agent.
10.41* Warrant Agreement dated as of September 26, 2000 between Horizon PCS,
Inc. and Wells Fargo Bank Minnesota, National Association.
10.42* Warrant Registration Rights Agreement made as of September 26, 2000 by
and among Horizon PCS, Inc. and Donaldson, Lufkin & Jenrette
Securities Corporation and First Union Securities, Inc.
21.1* Subsidiaries of Horizon.
23.1*** Consent of Arthur Andersen, LLP.
23.2** Consent of Arnall Golden & Gregory, LLP (contained in legal opinion
filed as Exhibit 5.1).
24.1*** Powers of Attorney (set forth on the signature page hereto).
25.1* Statement of Eligibility of Trustee.
27.1*** Financial Data Schedule (for SEC use only).
27.2*** Financial Data Schedule (for SEC use only).
27.3*** Financial Data Schedule (for SEC use only).
99.1* Form of Letter of Transmittal with respect to Exchange Offer.
99.2* Form of Notice of Guaranteed Delivery.
99.3* Form of Tender Instruction Letters.
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* filed herewith.
** to be filed by amendment.
(1) In accordance with Item 601(b)(2) of Regulation S-K, the schedules
have been omitted and a list briefly describing the schedules is
at the end of the Exhibit. The Registrant will furnish
supplementally a copy of any omitted schedule to the commission
upon request.
+ The Registrant has requested confidential treatment for certain
portions of this exhibit pursuant to Rule 406 of the Securities
Act of 1933, as amended.
*** previously filed.
(b) Financial Statement Schedules:
The following is the schedule filed as a part of the registration statement -
Schedule II - Valuation and Qualifying Accounts.
ITEM 22. UNDERTAKINGS
1. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
2. The undersigned registrant hereby undertakes as follows: that prior to
any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other items of the applicable form.
The registrant undertakes that every prospectus (i) that is filed pursuant
to the immediately preceding paragraph, or (ii) that purports to meet the
requirements of section 10(a)(3) of the Securities Act and is used in connection
with an offering of securities subject to Rule 415, will be filed as a part of
an amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
3. The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
4. The undersigned hereby undertakes to supply by means of a post-effective
amendment all information concerning a transaction, and the company being
acquired involved therein, that was not the subject of and included in this
registration statement when it became effective.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chillicothe, State of
Ohio, on the 15th day of December, 2000.
HORIZON PCS, INC.
By: /s/ William A. McKell
-----------------------------------------
William A. McKell
Chairman of the Board, President,
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following person in the capacities
and on the dates indicated.
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Name Title Date
/s/ William A. McKell Chairman of the Board, President and December 15, 2000
------------------------------------
William A. McKell Chief Executive Officer (Principal
Executive Officer)
/s/ Peter M. Holland Chief Financial Officer; Director December 15, 2000
------------------------------------
Peter M. Holland (Principal Financial and Accounting
Officer)
/s/ Thomas McKell* Director December 15, 2000
------------------------------------
Thomas McKell
/s/ Phoebe H. McKell* Director December 15, 2000
------------------------------------
Phoebe H. McKell
/s/ Lonnie D. Pedersen* Director December 15, 2000
------------------------------------
Lonnie D. Pedersen
/s/ Robert A. Katz* Director December 15, 2000
------------------------------------
Robert A. Katz
/s/ Marc J. Rowan* Director December 15, 2000
------------------------------------
Marc J. Rowan
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*By: /s/ Peter M. Holland
-------------------------------
Peter M. Holland
Attorney in Fact
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
-------- -----------
1.1* Purchase Agreement dated September 18, 2000 between Horizon PCS, Inc.
and Donaldson, Lufkin & Jenrette Securities Corporation and First
Union Securities, Inc.
2.1*(1) Asset Purchase Agreement, dated May 19, 2000, by and between Sprint
PCS, Inc. and Horizon Personal Communications, Inc.
2.2*(1) Contribution and Exchange Agreement, as amended, dated May 4, 2000, by
and among Horizon Personal Communications, Inc., Horizon Telcom, Inc.,
the Registrant and those persons listed on the attachment to the
Contribution and Exchange Agreement.
3.1* Amended and Restated Certificate of Incorporation of Horizon PCS.
3.2* Bylaws of Horizon PCS.
4.1* Specimen Common Stock Certificate.
4.2* Indenture dated as of September 26, 2000 between Horizon PCS, Inc. ,
Horizon Personal Communications, Inc., Bright Personal Communications,
Inc. and Wells Fargo Bank Minnesota, National Association.
4.3* A/B Exchange Registration Rights Agreement made as of September 26,
2000 by and among Horizon PCS, Inc. and Donaldson, Lufkin & Jenrette
Securities Corporation and First Union Securities, Inc.
4.4* Form of Registered Note (included in Exhibit 4.2).
4.5* Note Guarantee of Horizon Personal Communications, Inc.
4.6* Note Guarantee of Bright Personal Communications Services, LLC
5.1** Opinion of Arnall Golden & Gregory, LLP regarding legality of the
common stock being issued.
10.1* Form of Employment Agreement, dated September 26, 2000, by and
between Registrant and William A. McKell.
10.2* Form of Employment Agreement, dated September 26, 2000, by and
between Registrant and Peter M. Holland.
10.3*+ Sprint PCS Management Agreement between Sprint Spectrum, L.P.,
SprintCom, Inc. and Horizon Personal Communications, Inc., dated June
8, 1998.
10.3.1* Letter Agreement, dated July 3, 2000, between Sprint Spectrum, L.P.,
SprintCom, Inc. and Horizon Personal Communications, Inc.
10.4*+ Sprint PCS Services Agreement between Sprint Spectrum L.P. and Horizon
Personal Communications, Inc., dated June 8, 1998.
10.5* Sprint Trademark and Service Mark License Agreement between Sprint
Communications Company, L.P. and Horizon Personal Communications,
Inc., dated June 8, 1998.
10.6* Sprint Spectrum Trademark and Service Mark License Agreement between
Sprint Spectrum L.P. and Horizon Personal Communications, Inc., dated
June 8, 1998.
10.7*+ Sprint PCS Management Agreement between Wirelessco, L.P., SprintCom,
Inc., Sprint Spectrum, L.P. and Bright Personal Communications
Services, LLC, dated October 13, 1999.
10.8*+ Sprint PCS Services Agreement between Sprint Spectrum, L.P. and Bright
Personal Communications Services, LLC, dated October 13, 1999.
10.9* Sprint Trademark and Service Mark License Agreement between Sprint
Communications Company, L.P. and Bright Personal Communications
Services, LLC, dated October 13, 1999.
10.10* Sprint Spectrum Trademark and Service Mark License Agreement between
Sprint Spectrum, L.P. and Bright Personal Communications Services,
LLC, dated October 13, 1999.
10.11** Loan Agreement by and between Horizon Personal Communications, Inc.
and Rural Telephone Finance Cooperative, dated August 29, 1997.
10.12* Horizon Telcom Guaranty, dated August 29, 1997.
10.13* Loan Agreement, by and between Bright Personal Communications
Services, LLC and Rural Telephone Finance Corporation, dated April 28,
2000.
10.14* Loan Agreement dated May 31, 2000 by and between Horizon Personal
Communications, Inc. and Rural Telephone Finance Cooperative.
10.15* Amendment to Loan Agreement dated as of June 27, 2000 by and between
Horizon Personal Communications, Inc. and Rural Telephone Finance
Cooperative.
10.16** Horizon Telcom Guaranty dated June 27, 2000.
10.17* Commitment letter from First Union National Bank with regard to $225
million senior secured credit facility for the Registrant.
10.18* Registration Rights Agreement, dated June 27, 2000, by and among the
Registrant and those persons listed on the attachment to the
Contribution and Exchange Agreement.
10.19*+ Network Services Agreement by and between West Virginia PCS Alliance,
L.C., Virginia PCS Alliance, L.C. and Horizon Personal Communications,
Inc., dated August 12, 1999.
10.20* Assignment and Agreement by and between SprintCom, Inc., Horizon
Personal Communications, Inc., West Virginia PCS Alliance, L.C. and
Virginia PCS Alliance, L.C., dated August 12, 1999.
10.21*+ PCS CDMA Product Supply Contract by and between Motorola, Inc. and
Horizon Personal Communications, Inc.
10.22* Bridge Note Purchase Agreement by and between Horizon Personal
Communications, Inc. and First Union Investors, Inc., dated February
15, 2000.
10.23** 13% Senior Subordinated Promissory Note from Horizon Personal
Communications, Inc. to First Union Investors, Inc., dated February
15, 2000.
10.24** Conversion Agreement, by and between Horizon Personal Communications
and First Union Investors, Inc., dated February 15, 2000.
10.25* Form of Horizon PCS, Inc. 2000 Stock Option Plan.
10.26*+ Site Development Agreement by and between Horizon Personal
Communications, Inc. and SBA Towers, Inc., dated August 17, 1999.
10.27*+ Master Site Agreement by and between SBA Towers, Inc. and Horizon
Personal Communications, Inc., dated July 1999.
10.28*+ Master Design Build Agreement by and between Horizon Personal
Communications, Inc. and SBA Towers, Inc., dated August 17, 1999.
10.29*+ Master Site Agreement by and between SBA Towers, Inc. and Bright
Personal Communications Services, LLC, dated October 1, 1999.
10.30*+ Master Design Build Agreement by and between Bright Personal
Communications Services, LLC and SBA Towers, Inc., dated October 1,
1999.
10.31* Services Agreement, dated May 1, 2000, between Horizon Personal
Communication, Inc. and Horizon Services, Inc.
10.32* Lease Agreement, dated May 1, 2000 between Chillicothe Telephone
Company and Horizon Personal Communications, Inc.
10.33* Services Agreement, dated May 1, 2000 between Horizon Personal
Communications, Inc. and United Communications, Inc.
10.34* Form of Indemnification Agreement.
10.35* Amended and Restated Tax Allocation Agreement dated May 1, 2000 by and
among Horizon Telcom, Inc., Chillicothe Telephone Company, Horizon
Personal Communications, Inc., United Communications, Inc., Horizon
Services, Inc., and Horizon PCS, Inc.
10.35.1* First Amendment to the Amended and Restated Tax Allocation Agreement
dated as of September 26, 2000 by and among Horizon Telcom, Inc.,
Chillicothe Telephone Company, Horizon Personal Communications, Inc.,
United Communications, Inc., Horizon Services, Inc., and Horizon PCS,
Inc.
10.36* Form of Lock-up Agreement.
10.37* Securities Purchase Agreement dated September 26, 2000 by and among
Horizon PCS, Inc. Apollo Investment Fund IV, L.P., Apollo Overseas
Partners IV, L.P., Ares Leveraged Investment Fund, L.P., Ares
Leveraged Investment Fund II, L.P. and First Union Capital Partners,
LLC.
10.38* Investors Rights and Voting Agreement dated September 26, 2000 by and
among Horizon PCS, Inc. Apollo Investment Fund IV, L.P., Apollo
Overseas Partners IV, L.P., Ares Leveraged Investment Fund, L.P., Ares
Leveraged Investment Fund II, L.P. and First Union Capital Partners,
LLC.
10.39* Registration Rights Agreement dated September 26, 2000 by and among
Horizon PCS, Inc. Apollo Investment Fund IV, L.P., Apollo Overseas
Partners IV, L.P., Ares Leveraged Investment Fund, L.P., Ares
Leveraged Investment Fund II, L.P. and First Union Capital Partners,
LLC.
10.40* Credit Agreement, dated as of September 26, 2000, by and among Horizon
Personal Communications, Inc., and Bright Personal Communications
Services, LLC, Horizon PCS, Inc. (the "Parent") and certain
Subsidiaries of the Parent, the several banks and other financial
institutions as may from time to time become parties to this
Agreement, First Union National Bank, as Administrative Agent,
Westdeutsche Landesbank Girozentrale, as Syndication Agent and
Arranger and Fortis Capital Corp., as Documentation Agent.
10.41* Warrant Agreement dated as of September 26, 2000 between Horizon PCS,
Inc. and Wells Fargo Bank Minnesota, National Association.
10.42* Warrant Registration Rights Agreement made as of September 26, 2000 by
and among Horizon PCS, Inc. and Donaldson, Lufkin & Jenrette
Securities Corporation and First Union Securities, Inc.
21.1* Subsidiaries of Horizon.
23.1*** Consent of Arthur Andersen, LLP.
23.2** Consent of Arnall Golden & Gregory, LLP (contained in legal opinion
filed as Exhibit 5.1).
24.1*** Powers of Attorney (set forth on the signature page hereto).
25.1* Statement of Eligibility of Trustee.
27.1*** Financial Data Schedule (for SEC use only).
27.2*** Financial Data Schedule (for SEC use only).
27.3*** Financial Data Schedule (for SEC use only).
99.1* Form of Letter of Transmittal with respect to Exchange Offer.
99.2* Form of Notice of Guaranteed Delivery.
99.3* Form of Tender Instruction Letters.
--------------------
* filed herewith.
** to be filed by amendment.
(1) In accordance with Item 601(b)(2) of Regulation S-K, the schedules
have been omitted and a list briefly describing the schedules is
at the end of the Exhibit. The Registrant will furnish
supplementally a copy of any omitted schedule to the commission
upon request.
+ The Registrant has requested confidential treatment for certain
portions of this exhibit pursuant to Rule 406 of the Securities
Act of 1933, as amended.
*** previously filed.
