Exhibit 10.40.5


                                     SECOND
                                WAIVER AGREEMENT


     SECOND  WAIVER  AGREEMENT,  dated as of June 7, 2002  (this  "Waiver"),  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 notified the Administrative Agent that an
Event of Default exists under the Credit  Agreement as a result of the violation
by the Credit Parties of the  Consolidated  EBITDA covenant set forth in Section
8.1(d) of the  Credit  Agreement  for the  quarter  ending  March 31,  2002 (the
"Acknowledged Event of Default");

     WHEREAS,  pursuant to that certain Waiver Agreement dated as of May 9, 2002
among  the  Credit  Parties,  the  Administrative  Agent and the  Lenders  party
thereto,  the Required  Lenders have agreed to waive the  Acknowledged  Event of
Default until June 15, 2002;

     WHEREAS,  the Credit  Parties  have  requested  that the  Required  Lenders
continue to waive the Acknowledged Event of Default until June 28, 2002; and

     WHEREAS,  the Required  Lenders  have agreed to such waiver  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:


<PAGE>

                                    SECTION 1

                                     WAIVER

     1.1  Waiver.  From and after the date  hereof  until the earlier of (i) the
occurrence  of any other Event of Default or (ii) June 28, 2002 (such date,  the
"Waiver  Termination  Date"),  the  Required  Lenders  hereby waive the Event of
Default resulting from the Acknowledged Event of Default. It is acknowledged and
agreed by the  parties  hereto  that from and  after the date  hereof  until the
Waiver  Termination  Date,  the Borrowers  (i) shall not request,  nor shall the
Lenders be obligated to provide,  Revolving Loans pursuant to Section 2.1 of the
Credit Agreement as long as the Borrower's cash and cash equivalents  (excluding
restricted cash) exceed  $10,000,000 and (ii) shall have at all times on deposit
not less than $105,000,000 in Term Loan A proceeds in account number CP-36484-16
with UBS PaineWebber,  Inc. and shall provide the Administrative Agent with such
reports,  documentation  and other  information  requested thereby to the extent
deemed  necessary  by the  Administrative  Agent to verify  and/or  monitor such
account.  Failure by the Credit Parties to abide by the provisions hereof and to
execute  an  amendment  to the Credit  Agreement  satisfactory  to the  Required
Lenders on or before the Waiver  Termination  Date shall  result in an immediate
Event of Default under the Credit  Agreement and the Lenders  hereby reserve the
right to  declare  an Event of  Default  based  upon the  Acknowledged  Event of
Default  at such time to the extent  deemed  necessary  thereby.  Except for the
specific,  one-time limited waiver set forth above,  nothing set forth herein or
contemplated  hereby is  intended  to  constitute  a waiver of (i) any rights or
remedies available to the Lenders or the  Administrative  Agent under the Credit
Agreement or any other  Credit  Document or under  applicable  law (all of which
rights and  remedies  are  hereby  expressly  reserved  by the  Lenders  and the
Administrative  Agent) or (ii) the Credit  Parties'  obligation  to comply fully
with any duty, term,  condition,  obligation or covenant contained in the Credit
Agreement and the other Credit Documents.

                                    SECTION 2

                               CLOSING CONDITIONS

     2.1 Closing Conditions.

     This Waiver shall be effective (the "Waiver  Effective  Date") at such time
as the  following  conditions  shall have been  satisfied (in form and substance
reasonably acceptable to the Administrative Agent):

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

          (b) Fees and  Expenses.  The  Borrowers  shall  have  paid in full all
     reasonable fees and expenses of the Administrative Agent in connection with
     the preparation,  execution and delivery of this Waiver, including, without
     limitation, the fees and expenses of Moore & Van Allen, PLLC.



                                       2
<PAGE>

                                    SECTION 3

                                  MISCELLANEOUS

     3.1  Terms.  The  term  "Credit  Agreement"  as used in each of the  Credit
Documents shall hereafter mean the Credit  Agreement as modified by this Waiver.
Except as specifically modified 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 Waiver.

          (b) This Waiver has been duly  executed  and  delivered by such Person
     and  constitutes  such  Person's  legal,  valid  and  binding   obligation,
     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 Waiver.

          (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  Waiver and agree that this Waiver 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 Waiver shall constitute a Credit Document under
the terms of the Credit Agreement.

     3.5 Entirety.  This Waiver 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 Waiver 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  Waiver  by  telecopy  shall be  effective  as an
original  and  shall  constitute  a  representation  that  an  original  will be
delivered.

                                       3
<PAGE>

     3.7 General Release. In consideration of the Required Lenders entering into
this Waiver,  the Credit Parties hereby release the  Administrative  Agent,  the
Lenders,  and the Administrative  Agent's and the Lenders' respective  officers,
employees,  representatives,  agents,  counsel  and  directors  from any and all
actions, causes of action, claims, demands,  damages and liabilities of whatever
kind or  nature,  in law or in  equity,  now  known  or  unknown,  suspected  or
unsuspected  to the extent that any of the  foregoing  arises from any action or
failure to act under the Credit  Agreement or the other  Credit  Documents on or
prior to the date hereof.

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

     3.9  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]



                                       4
<PAGE>


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


BORROWERS:                      HORIZON PERSONAL COMMUNICATIONS, INC.


                                By:  /s/ Peter M. Holland
                                    --------------------------------------------
                                      Name:   Peter M. Holland
                                             -----------------------------------
                                      Title:  CFO
                                             -----------------------------------


                                BRIGHT PERSONAL COMMUNICATIONS SERVICES, LLC


                                By:  /s/ Peter M. Holland
                                    --------------------------------------------
                                      Name:   Peter M. Holland
                                             -----------------------------------
                                      Title:  CFO
                                             -----------------------------------


GUARANTORS:                     HORIZON PCS, INC.


                                By:  /s/ Peter M. Holland
                                    --------------------------------------------
                                      Name:   Peter M. Holland
                                             -----------------------------------
                                      Title:  CFO
                                             -----------------------------------





<PAGE>



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


                                By:   /s/ Todd E. Kiziah
                                    --------------------------------------------
                                      Name:   Todd E. Kiziah
                                             -----------------------------------
                                      Title:  Vice President
                                             -----------------------------------





<PAGE>



LENDERS (continued):            WESTDEUTSCHE LANDESBANK GIROZENTRALE,
                                NEW YORK BRANCH,
                                as Syndication Agent and Arranger
                                and as a Lender


                                By:
                                    --------------------------------------------
                                      Name:
                                             -----------------------------------
                                      Title:
                                             -----------------------------------


                                By:
                                    --------------------------------------------
                                      Name:
                                             -----------------------------------
                                      Title:
                                             -----------------------------------





<PAGE>



LENDERS (continued):            FORTIS CAPITAL CORP.,
                                as Documentation Agent and as a Lender


                                By:
                                    --------------------------------------------
                                      Name:
                                             -----------------------------------
                                      Title:
                                             -----------------------------------





<PAGE>



LENDERS (continued):            COBANK, ACB


                                By:  /s/ Christopher J. Mott
                                    --------------------------------------------
                                      Name:   Christopher J. Mott
                                             -----------------------------------
                                      Title:  V.P.
                                             -----------------------------------


<PAGE>



LENDERS (continued):            MOTOROLA CREDIT CORPORATION


                                By:   /s/ David Kliefoth
                                    --------------------------------------------
                                      Name:   David Kliefoth
                                             -----------------------------------
                                      Title:  Vice President
                                             -----------------------------------





<PAGE>



LENDERS (continued):            NATIONAL CITY BANK


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





<PAGE>



LENDERS (continued):            BANK OF TOKYO-MITSUBISHI TRUST COMPANY


                                By:
                                    --------------------------------------------
                                      Name:
                                             -----------------------------------
                                      Title:
                                             -----------------------------------





<PAGE>



LENDERS (continued):            CIT LENDING SERVICES CORPORATION


                                By:  /s/ John Tamburro
                                    --------------------------------------------
                                      Name:   John Tamburro
                                             -----------------------------------
                                      Title:  Vice President
                                             -----------------------------------




<PAGE>



LENDERS (continued):            IBM CREDIT CORPORATION


                                By:
                                    --------------------------------------------
                                      Name:
                                             -----------------------------------
                                      Title:
                                             -----------------------------------





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