SECOND AMENDMENT TO CREDIT AGREEMENT


     THIS SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of June 29,  2001 (this
"Second   Amendment"),   is   entered  into   by  and   among  HORIZON  PERSONAL
COMMUNICATIONS,  INC.,  an  Ohio  corporation  (the  "Company"), BRIGHT PERSONAL
COMMUNICATIONS SERVICES, LLC, an Ohio limited liability company ("Bright") (each
of  the  Company  and  Bright,  individually  a "Borrower" and collectively, the
"Borrowers"),  HORIZON  PCS,  INC., a Delaware corporation (the "Parent"), those
Subsidiaries  of  the Parent listed on the signature pages hereto (together with
the  Parent,  individually  a "Guarantor" and collectively the "Guarantors"; the
Guarantors,  together  with  the  Borrowers,  individually  a "Credit Party" and
collectively  the  "Credit  Parties"), the lenders party hereto (the "Lenders"),
FIRST UNION NATIONAL BANK, as Administrative Agent (the "Administrative Agent"),
WESTDEUTSCHE  LANDESBANK  GIROZENTRALE,  as  Syndication Agent and Arranger (the
"Syndication  Agent"),  and  FORTIS  CAPITAL  CORP., as Documentation Agent (the
"Documentation  Agent").

                          W  I  T  N  E  S  S  E  T  H

     WHEREAS,  the  Borrowers,  the  Guarantors,  the  Administrative Agent, the
Syndication  Agent,  the Documentation Agent and the Lenders are parties to that
certain  Credit  Agreement dated as of September 26, 2000 (as previously amended
and  as  amended,  modified,  supplemented  or  restated  from time to time, the
"Credit  Agreement";  capitalized  terms  used  herein  shall  have the meanings
ascribed  thereto  in  the  Credit  Agreement  unless otherwise defined herein);

     WHEREAS, the Credit Parties have requested certain amendments to the Credit
Agreement;  and

     WHEREAS, the Required Lenders have agreed to such amendments subject to the
terms  and  conditions  set  forth  herein.

     NOW,  THEREFORE,  IN  CONSIDERATION  of  the  premises  and  other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  is  hereby
acknowledged,  the  parties  hereto  agree  as  follows:

                                    SECTION 1

                                   AMENDMENTS

     1.1     DEFINITION  OF  APPLICABLE PERCENTAGE.  The tables set forth in the
definition of "Applicable Percentage" in Section 1.1 of the Credit Agreement are
hereby  amended  and  restated  in  their  entirety  to  read  as  follows:

<TABLE>
<CAPTION>

STAGE  1  COVENANT  PERIOD


                                        LIBOR Rate
Alternate Base                          Margin for
Rate Margin for                      Revolving Loans
Revolving Loans    Alternate Base      and the Term       LIBOR Rate
and the Term      Rate Margin for   Loan A; Letter of   Margin for the
Loan A            the Term Loan B      Credit Fees        Term Loan B
----------------  ----------------  ------------------  ---------------
<S>               <C>               <C>                 <C>

2.75%                        3.25%               3.75%            4.25%
----------------  ----------------  ------------------  ---------------
</TABLE>

<TABLE>
<CAPTION>

STAGE  2  COVENANT  PERIOD
--------------------------


                                                    LIBOR
                         Alternate                   Rate
                         Base Rate                  Margin
                           Margin                    for
                            for      Alternate    Revolving
                         Revolving   Base Rate    Loans and       LIBOR
                           Loans       Margin      the Term       Rate
                          and the     for the      Loan A;     Margin for
           Leverage         Term        Term      Letter of     the Term
Level       Ratio          Loan A      Loan B    Credit Fees     Loan B
-----  ----------------  ----------  ----------  ------------  -----------
<S>    <C>               <C>         <C>         <C>           <C>

I      Greater than or
       equal to
       10.0 to 1.0
                              2.50%       3.25%         3.50%        4.25%
       ----------------  ----------  ----------  ------------  -----------
II     Less than
       10.0 to 1.0
       but greater than
       or equal to
       8.0 to 1.0             2.25%       3.25%         3.25%        4.25%
       ----------------  ----------  ----------  ------------  -----------
III    Less than
       8.0 to 1.0
       but greater than
       or equal to
       7.0 to 1.0             2.00%       3.25%         3.00%        4.25%
       ----------------  ----------  ----------  ------------  -----------
IV     Less than
       7.0 to 1.0
       but greater than
       or equal to
       6.0 to 1.0             1.75%       3.25%         2.75%        4.25%
       ----------------  ----------  ----------  ------------  -----------
V      Less than
       6.0 to 1.0
       but greater than
       or equal to
       5.0 to 1.0             1.50%       3.25%         2.50%        4.25%
       ----------------  ----------  ----------  ------------  -----------
VI     Less than
       5.0 to 1.0
                              1.25%       3.25%         2.25%        4.25%
       ----------------  ----------  ----------  ------------  -----------
</TABLE>

     1.2     STAGE  1 FINANCIAL COVENANTS.  Section 8.1(d) and (e) of the Credit
Agreement  are hereby amended and restated in their entirety to read as follows:

SECTION  8.1     STAGE  1  COVENANTS.

     Until  all  of  the Credit Party Obligations (other than inchoate indemnity
Credit  Party  Obligations)  have been paid and satisfied in full and the Credit
Facilities  have been terminated, unless consent has been obtained in the manner
set forth in Section 12.11 hereof, during the Stage 1 Covenant Period the Credit
Parties  will  not:

                                   ***********

          (d) EBITDA. As of the last day of each fiscal quarter occurring during
     the  Stage  1 Covenant Period, (i) permit the Consolidated EBITDA gains for
     the  Borrowers  on a combined basis for such fiscal quarter to be less than
     the  amount  set  forth  below  opposite  such  date  or  (ii)  permit  the
     Consolidated  EBITDA  losses for the Borrowers on a combined basis for such
     fiscal  quarter to exceed the amount set forth below opposite such date, as
     applicable:
<TABLE>
<CAPTION>




Fiscal Quarter Ended      Amount

<S>                   <C>

September 30, 2000     ($13,000,000)
                      --------------
December 31, 2000      ($20,000,000)
                      --------------
March 31, 2001         ($13,250,000)
                      --------------
June 30, 2001          ($19,631,000)
                      --------------
September 30, 2001     ($25,135,000)
                      --------------
December 31, 2001      ($36,105,000)
                      --------------
March 31, 2002         ($14,031,000)
                      --------------
June 30, 2002          ($13,592,000)
                      --------------
September 30, 2002     ($15,656,000)
                      --------------
December 31, 2002      ($19,175,000)
                      --------------
March 31, 2003          ($3,223,000)
                      --------------
June 30, 2003           ($2,558,000)
                      --------------
September 30, 2003      ($3,423,000)
                      --------------
December 31, 2003       ($5,489,000)
                      --------------
March 31, 2004        $  11,064,000
--------------------  --------------
</TABLE>



          (e)  Minimum Total Revenues. As of the last day of each fiscal quarter
     occurring  during  the Stage 1 Covenant Period, permit Total Revenues to be
     equal  or  less  than  the  amount  set  forth  below  opposite  such date:
<TABLE>
<CAPTION>




Fiscal Quarter Ended    Amount

<S>                   <C>

September 30, 2000    $ 4,311,000
                      -----------
December 31, 2000     $ 6,416,000
                      -----------
March 31, 2001        $ 8,500,000
                      -----------
June 30, 2001         $12,900,000
                      -----------
September 30, 2001    $16,000,000
                      -----------
December 31, 2001     $20,300,000
                      -----------
March 31, 2002        $24,700,000
                      -----------
June 30, 2002         $27,000,000
                      -----------
September 30, 2002    $32,800,000
                      -----------
December 31, 2002     $37,200,000
                      -----------
March 31, 2003        $43,700,000
                      -----------
June 30, 2003         $46,700,000
                      -----------
September 30, 2003    $54,900,000
                      -----------
December 31, 2003     $61,400,000
                      -----------
March 31, 2004        $62,600,000
--------------------  -----------
</TABLE>



                                  ************


                                    SECTION 2

                               CLOSING CONDITIONS

     2.1     CLOSING  CONDITIONS.

     This Second Amendment shall be effective as of the date first above written
(the "Second Amendment Effective Date") at such time as the following conditions
shall  have  been  satisfied (in form and substance reasonably acceptable to the
Administrative  Agent):

          (a) Second Amendment. Receipt by the Administrative Agent of a copy of
     this  Second  Amendment duly executed by each of the Credit Parties and the
     Required  Lenders.

          (b)  Resolutions.  Receipt  by  the  Administrative Agent of copies of
     resolutions  of  the  Board  of  Directors  of  each  of the Credit Parties
     approving and adopting this Second Amendment, the transactions contemplated
     herein  and  authorizing  execution  and  delivery  hereof,  certified by a
     secretary  or  assistant  secretary  of  such  Credit  Party to be true and
     correct  and  in  force  and  effect  as  of  the  date  hereof.

          (c)  Amendment  Fee. Receipt by the Administrative Agent, on behalf of
     each  Lender  that  executes this Second Amendment by 5:00 p.m. EDT on June
     29,  2001,  an amendment fee equal to 0.25% of the aggregate Commitments of
     each  such  Lender.


                                    SECTION 3

                                  MISCELLANEOUS

     3.1     AMENDED  TERMS.  The term "Credit Agreement" as used in each of the
Credit  Documents  shall  hereafter mean the Credit Agreement as amended by this
Second  Amendment.  Except  as  specifically amended hereby or otherwise agreed,
the  Credit  Agreement is hereby ratified and confirmed and shall remain in full
force  and  effect  according  to  its  terms.

     3.2     REPRESENTATIONS  AND  WARRANTIES  OF  CREDIT  PARTIES.  Each of the
Credit  Parties  represents  and  warrants  as  follows:

          (a)  It  has  taken  all  necessary action to authorize the execution,
     delivery  and  performance  of  this  Second  Amendment.

          (b) This Second Amendment has been duly executed and delivered by such
     Person  and constitutes such Person's legal, valid and binding obligations,
     enforceable in accordance with its terms, except as such enforceability may
     be  subject  to  (i)  bankruptcy,  insolvency,  reorganization,  fraudulent
     conveyance  or  transfer,  moratorium  or similar laws affecting creditors'
     rights  generally  and  (ii)  general  principles  of equity (regardless of
     whether  such  enforceability  is  considered  in a proceeding at law or in
     equity).

          (c)  No  consent,  approval,  authorization  or  order  of, or filing,
     registration  or qualification with, any court or governmental authority or
     third  party  is  required  in  connection  with the execution, delivery or
     performance  by  such  Person  of  this  Second  Amendment.

          (d)  The  representations and warranties set forth in Article V of the
     Credit  Agreement  are,  subject to the limitations set forth therein, true
     and  correct  in  all  material  respects as of the date hereof (except for
     those  which  expressly  relate  to  an  earlier  date).

     3.3     ACKNOWLEDGMENT  OF  GUARANTORS.  The  Guarantors  acknowledge  and
consent  to  all  of the terms and conditions of this Second Amendment and agree
that  this Second Amendment and all documents executed in connection herewith do
not  operate to reduce or discharge the Guarantors' obligations under the Credit
Documents.

     3.4     CREDIT  DOCUMENT.  This  Second Amendment shall constitute a Credit
Document  under  the  terms  of  the  Credit  Agreement.

     3.5     ENTIRETY.  This  Second  Amendment  and  the other Credit Documents
embody  the  entire agreement between the parties hereto and supersede all prior
agreements  and understandings, oral or written, if any, relating to the subject
matter  hereof.

     3.6     COUNTERPARTS;  TELECOPY.  This  Second Amendment may be executed in
any  number  of counterparts, each of which when so executed and delivered shall
be  an  original, but all of which shall constitute one and the same instrument.
Delivery  of  an executed counterpart to this Second Amendment by telecopy shall
be  effective  as  an  original  and  shall  constitute a representation that an
original  will  be  delivered.

     3.7     GOVERNING  LAW.  THIS  SECOND  AMENDMENT  AND  THE  RIGHTS  AND
OBLIGATIONS OF THE PARTIES UNDER THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED  AND  INTERPRETED  IN  ACCORDANCE  WITH, THE LAW OF THE STATE OF NORTH
CAROLINA.

     3.8     CONSENT  TO  JURISDICTION;  SERVICE  OF  PROCESS; ARBITRATION.  The
jurisdiction,  services  of  process  and  arbitration  provisions  set forth in
Sections  12.5  and  12.6  of  the  Credit  Agreement are hereby incorporated by
reference,  mutatis  mutandis.

                           [Signature Pages to Follow]

<PAGE>

     IN  WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this  Second  Amendment  to  be duly executed and delivered as of the date first
above  written.

<TABLE>
<CAPTION>

<S>          <C>
BORROWERS:   HORIZON PERSONAL COMMUNICATIONS,
             INC.


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

             BRIGHT PERSONAL COMMUNICATIONS
             SERVICES, LLC


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


GUARANTORS:  HORIZON PCS, INC.


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

</TABLE>



<PAGE>

<TABLE>
<CAPTION>



<S>                    <C>

ADMINISTRATIVE AGENT/  FIRST UNION NATIONAL BANK,
LENDERS:               as Administrative Agent and as a Lender


             By: /s/ Katherine A. Harkness
                 --------------------------------------
             Name: Katherine A. Harkness
                   ------------------------------------
             Title: Vice President
                    -----------------------------------


</TABLE>



<PAGE>
<TABLE>
<CAPTION>



<S>                   <C>
LENDERS (CONTINUED):  WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH,
                      as Syndication Agent and Arranger and as a Lender


                       By: /s/ Michael J. Wynne
                           --------------------------------------
                       Name: Michael J. Wynne
                             ------------------------------------
                       Title: Managing Director
                              -----------------------------------


                       By: /s/ Cyril Dervatoy
                           --------------------------------------
                       Name: Cyril Dervatoy
                             ------------------------------------
                       Title: Associate Director
                              -----------------------------------



</TABLE>



<PAGE>
<TABLE>
<CAPTION>



<S>                   <C>
LENDERS (CONTINUED):  FORTIS CAPITAL CORP.,
                      as Documentation Agent and as a Lender


                       By: /s/ Alan E. McLintock
                           --------------------------------------
                       Name: Alan E. McLintock
                             ------------------------------------
                       Title: Managing Director
                              -----------------------------------

                       By: /s/ Colm Kelly
                           --------------------------------------
                       Name: Colm Kelly
                             ------------------------------------
                       Title: Assistant Vice President
                              -----------------------------------

</TABLE>



<PAGE>
<TABLE>
<CAPTION>



<S>                   <C>
LENDERS (CONTINUED):  COBANK, ACB


                       By: /s/ Rick Freeman
                           --------------------------------------
                       Name: Rick Freeman
                             ------------------------------------
                       Title: Vice President
                              -----------------------------------
</TABLE>



<PAGE>
<TABLE>
<CAPTION>



<S>                   <C>
LENDERS (CONTINUED):  MOTOROLA CREDIT CORPORATION


                       By: /s/ Walter F. Keating, III
                           --------------------------------------
                       Name: Walter F. Keating, III
                             ------------------------------------
                       Title: Vice President
                              -----------------------------------


</TABLE>



<PAGE>
<TABLE>
<CAPTION>



<S>                   <C>
LENDERS (CONTINUED):  NATIONAL CITY BANK


                       By: /s/ Chris Kalmbach
                           --------------------------------------
                       Name: Chris Kalmbach
                             ------------------------------------
                       Title: Senior Vice President
                              -----------------------------------


</TABLE>



<PAGE>
<TABLE>
<CAPTION>



<S>                   <C>
LENDERS (CONTINUED):  BANK OF TOKYO-MITSUBISHI TRUST COMPANY


                       By: /s/ Michael J. Wiskind
                           --------------------------------------
                       Name: Michael J. Wiskind
                             ------------------------------------
                       Title: Vice President
                              -----------------------------------

</TABLE>



<PAGE>
<TABLE>
<CAPTION>



<S>                   <C>
LENDERS (CONTINUED):  CIT LENDING SERVICES CORPORATION


                       By: /s/ Nicholas Defabrizie
                           --------------------------------------
                       Name: Nicholas Defabrizie
                             ------------------------------------
                       Title: V.P.
                              -----------------------------------


</TABLE>



<PAGE>
<TABLE>
<CAPTION>



<S>                   <C>
LENDERS (CONTINUED):  IBM CREDIT CORPORATION


                       By: /s/ Salvatore F. Grasso
                           --------------------------------------
                       Name: Salvatore F. Grasso
                             ------------------------------------
                       Title: Manager, Americas Commercial
                              Financing
                              -----------------------------------

</TABLE>