EXHIBIT 10.40.6

                      FOURTH AMENDMENT TO CREDIT AGREEMENT


     THIS FOURTH AMENDMENT TO CREDIT AGREEMENT,  dated as of June 26, 2002 (this
"Fourth   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"),
WACHOVIA BANK, NATIONAL ASSOCIATION (successor to 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 Borrowers  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:

<PAGE>

STAGE 1 COVENANT PERIOD

<TABLE>
<CAPTION>
<S>                                <C>                     <C>                      <C>
        -------------------------- ----------------------- ------------------------ -----------------------
                                                                  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
        -------------------------- ----------------------- ------------------------ -----------------------
                  3.00%                    3.50%                    4.00%                   4.50%
        -------------------------- ----------------------- ------------------------ -----------------------
</TABLE>


STAGE 2 COVENANT PERIOD
<TABLE>
<CAPTION>
<S>           <C>                      <C>            <C>            <C>              <C>
------------- ------------------------ -------------- -------------- ---------------- ----------------
                                                                        LIBOR Rate
                                         Alternate                       Margin
                                         Base Rate                         for
                                         Margin for     Alternate       Revolving
                                         Revolving      Base Rate     Loans and the
                                         Loans and     Margin for     Term Loan A;       LIBOR Rate
                      Leverage           the Term       the Term        Letter of     Margin for the
    Level              Ratio              Loan A         Loan B        Credit Fees      Term Loan B
------------- ------------------------ -------------- -------------- ---------------- ----------------
      I             greater than           3.00%          3.50%           4.00%            4.50%
                     12.0 to 1.0
------------- ------------------------ -------------- -------------- ---------------- ----------------
     II        less than or equal to       2.75%          3.50%           3.75%            4.50%
                   12.0 to 1.0 but
             greater than or equal to
                    10.0 to 1.0
------------- ------------------------ -------------- -------------- ---------------- ----------------
     III              less than            2.50%          3.50%           3.50%            4.50%
                   10.0 to 1.0 but
             greater than or equal to
                     8.0 to 1.0
------------- ------------------------ -------------- -------------- ---------------- ----------------
     IV               less than            2.25%          3.50%           3.25%            4.50%
                    8.0 to 1.0 but
             greater than or equal to
                     7.0 to 1.0
------------- ------------------------ -------------- -------------- ---------------- ----------------
      V               less than            2.00%          3.50%           3.00%            4.50%
                    7.0 to 1.0 but
             greater than or equal to
                     6.0 to 1.0
------------- ------------------------ -------------- -------------- ---------------- ----------------
     VI               less than            1.75%          3.50%           2.75%            4.50%
                    6.0 to 1.0 but
             greater than or equal to
                     5.0 to 1.0
------------- ------------------------ -------------- -------------- ---------------- ----------------
     VII       less than 5.0 to 1.0        1.50%          3.50%           2.50%            4.50%
------------- ------------------------ -------------- -------------- ---------------- ----------------
</TABLE>

     1.2 DEFINITION OF  CONSOLIDATED  EBITDA.  The  definition of  "Consolidated
EBITDA" in Section 1.1 of the Credit Agreement is hereby amended and restated in
its entirety to read as follows:

          "Consolidated  EBITDA" shall mean,  for any period,  Consolidated  Net
     Income plus, to the extent the following  items are deducted in calculating
     Consolidated Net Income,  the sum of the following  (without  duplication):


                                       2
<PAGE>

     (a) Consolidated Interest Expense, plus (b) all provisions for any Federal,
     state, local and foreign income,  franchise,  withholding,  value added and
     similar  taxes for such period,  plus (c)  depreciation,  amortization  and
     other non-cash charges for such period,  plus (d) extraordinary  losses for
     such   period  as  approved  by  the   Administrative   Agent,   minus  (e)
     extraordinary  gains and interest income for such period, of any Person and
     its Subsidiaries on a Consolidated basis.

     1.3  DEFINITION OF FIRST UNION.  All references to "First Union" and "First
Union National Bank" in the Credit Documents shall hereafter refer to "Wachovia"
and "Wachovia  Bank,  National  Association  (successor to First Union  National
Bank)",  respectively.  The  definition  of "First  Union" in Section 1.1 of the
Credit  Agreement  is hereby  amended and  restated  in its  entirety to read as
follows:

          "Wachovia" shall mean Wachovia Bank, National  Association  (successor
     to First Union National Bank), a national banking association.

     1.4 NEW  DEFINITIONS.  The  following new  definitions  are hereby added to
Section 1.1 of the Credit Agreement to read as follows:

          "Annualized  Consolidated  EBITDA"  shall  mean:  (i) for  the  fiscal
     quarter  ending June 30, 2004, the product of  Consolidated  EBITDA for the
     two fiscal  quarter  period  then ending  multiplied  by 2 and (ii) for the
     fiscal  quarter  ending  September  30, 2004,  the product of  Consolidated
     EBITDA for the three fiscal quarter period then ending multiplied by 1 1/3.

          "Annualized  Consolidated  Interest  Expense"  shall mean: (i) for the
     fiscal quarter ending June 30, 2004, the product of  Consolidated  Interest
     Expense for the two fiscal quarter  period then ending  multiplied by 2 and
     (ii) for the fiscal  quarter  ending  September  30,  2004,  the product of
     Consolidated  Interest  Expense for the three  fiscal  quarter  period then
     ending multiplied by 1 1/3.

          "Available Cash" shall mean, as of any date of determination,  the sum
     of (a) the unused  Revolving  Commitments on such date plus (b) all amounts
     that, in conformity with GAAP, would be included on a Consolidated  balance
     sheet  of the  Credit  Parties  as  cash or Cash  Equivalents  (other  than
     Restricted Cash) on such date.

          "Excess Cash" shall have the meaning set forth in Section 3.3(b)(vii).

          "Exempt Accounts" shall have the meaning set forth in Section 7.18(a).

          "Fourth Amendment Effective Date" shall mean June 26, 2002.

          "Restricted Cash" shall mean the cash and Cash Equivalents held in the
     Interest Escrow Account.

                                       3
<PAGE>

          "Term Loan A Deposit  Accounts"  shall have the  meaning  set forth in
     Section 7.17.

     1.5  SECTION  2.1(A).  Section  2.1(a) of the  Credit  Agreement  is hereby
amended and restated in its entirety to read as follows:

          SECTION 2.1 REVOLVING LOANS.

          (a) Revolving Commitment. During the Commitment Period, subject to the
     terms and conditions hereof, each Lender severally agrees to make revolving
     credit loans ("Revolving Loans") to the Borrowers from time to time for the
     purposes hereinafter set forth; provided,  however, that (i) with regard to
     each Lender  individually,  the sum of such Lender's  share of  outstanding
     Revolving  Loans plus such  Lender's  Revolving  Commitment  Percentage  of
     Swingline  Loans  plus  such  Lender's  LOC  Commitment  Percentage  of LOC
     Obligations shall not exceed such Lender's Revolving Commitment  Percentage
     of the  aggregate  Revolving  Committed  Amount,  (ii)  with  regard to the
     Lenders  collectively,  the  sum of the  aggregate  amount  of  outstanding
     Revolving Loans plus Swingline Loans plus LOC Obligations  shall not exceed
     the  aggregate  Revolving  Committed  Amount  then  in  effect,  (iii)  the
     Borrowers shall not request, nor shall the Lenders be obligated to provide,
     Revolving  Loans (A) prior to May 16,  2003 or (B) on or after May 16, 2003
     if (x) prior to any Revolving  Loan  borrowing  request the Credit  Parties
     collectively hold cash and Cash Equivalents (other than Restricted Cash) in
     excess of  $10,000,000  or (y) after giving  effect to any  Revolving  Loan
     borrowing  request  the  Credit  Parties  collectively  hold  cash and Cash
     Equivalents  (other than  Restricted  Cash) in excess of $20,000,000 or (z)
     the Credit Parties have failed to furnish to the  Administrative  Agent and
     the Lenders any financial  information  or notice  required to be furnished
     pursuant  to Article  VI,  including  without  limitation,  the most recent
     Officer's Compliance Certificate  demonstrating compliance with each of the
     financial  covenants  set forth in  Article  VIII and (iv) after the Fourth
     Amendment   Effective  Date  the  aggregate   amount  of  Revolving   Loans
     outstanding  shall not  exceed  the  following  amounts  on or prior to the
     following dates:

            ----------------------------------------- ------------------
                                                        Maximum Amount
                            Date                      of Revolving Loans
            ----------------------------------------- ------------------
                         June 30, 2003                    $16,000,000
            ----------------------------------------- ------------------
                       September 30, 2003                 $26,000,000
            ----------------------------------------- ------------------
                       December 31, 2003                  $33,000,000
            ----------------------------------------- ------------------
                         March 31, 2004                   $52,000,000
            ----------------------------------------- ------------------

          For purposes hereof, the aggregate amount available hereunder shall be
     NINETY-FIVE MILLION DOLLARS ($95,000,000) (as such aggregate maximum amount
     may be reduced from time to time as provided in Section 3.2, the "Revolving
     Committed  Amount").  Revolving  Loans may consist of  Alternate  Base Rate
     Loans or LIBOR Rate Loans, or a combination  thereof,  as the Borrowers may
     request, and may be repaid and reborrowed in accordance with the provisions
     hereof.

                                       4
<PAGE>

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

     1.6  SECTION  3.3(B).  Section  3.3(b) of the  Credit  Agreement  is hereby
amended and restated in its entirety to read as follows:

          SECTION 3.3 PREPAYMENTS.

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

          (b) Mandatory Prepayments.

          (i)  Revolving  Committed  Amount.  If at  any  time  the  sum  of the
     aggregate  principal  amount of outstanding  Revolving Loans plus Swingline
     Loans plus LOC Obligations shall exceed the Revolving Committed Amount, the
     Borrowers  immediately  shall  prepay  the  Revolving  Loans and (after all
     Revolving Loans have been repaid) cash  collateralize  the LOC Obligations,
     in an amount sufficient to eliminate such excess.

          (ii) Asset  Dispositions.  Within ten (10) Business Days following any
     Asset  Disposition,  the  Borrowers  shall prepay the Loans in an aggregate
     amount equal to one hundred percent (100%) of the Net Cash Proceeds derived
     from such Asset  Disposition (such prepayment to be applied as set forth in
     clause (viii) below); provided,  however, that such Net Cash Proceeds shall
     not be required to be so applied to the extent that the Company delivers to
     the Administrative  Agent a certificate  certifying that the Credit Parties
     intend to reinvest such Net Cash Proceeds in replacement  assets within 180
     days  of  the  receipt  of  such  Net  Cash  Proceeds  and  completes  such
     reinvestment  within such 180-day period.  Notwithstanding  anything to the
     contrary contained herein,  after the occurrence and during the continuance
     of an Event of  Default,  the  Required  Lenders  shall  have the option to
     require  such Net Cash  Proceeds  to be applied  immediately  to prepay the
     Loans in accordance with clause (viii) below.

          (iii) Debt Issuance.  Within ten (10) Business Days following any Debt
     Issuance, the Borrowers shall prepay the Loans in an aggregate amount equal
     to one hundred  percent  (100%) of the Net Cash Proceeds  derived from such
     Debt Issuance (such  prepayment to be applied as set forth in clause (viii)
     below).

          (iv) Equity  Issuance.  Within ten (10)  Business  Days  following any
     Equity  Issuance,  the  Borrowers  shall  prepay the Loans in an  aggregate
     amount equal to fifty percent  (50%) of the Net Cash Proceeds  derived from
     such Equity Issuance (such  prepayment to be applied as set forth in clause
     (viii) below); provided,  however, that such Net Cash Proceeds shall not be
     required to be so applied to the extent  that the  Company (A)  delivers to
     the  Administrative  Agent a certificate  that the Credit Parties intend to
     use such Net  Cash  Proceeds  to (x)  redeem  up to 35% of the  outstanding
     principal  amount  of the  Permitted  Parent  Debt  and pay any  penalties,
     premiums  or accrued  interest  with  respect  thereto,  and/or (y) acquire


                                       5
<PAGE>

     additional  telecommunications  assets  within 18 months of the  receipt of
     such  Net  Cash  Proceeds,  so long as such  additional  telecommunications
     assets are useful in its  business in  accordance  with the  provisions  of
     Section 7.10 and as permitted pursuant to Section 9.4 and (B) uses such Net
     Cash  Proceeds  for the  purposes  set forth in clause  (x) above  within a
     reasonable  period of time and/or for the  purposes set forth in clause (y)
     above  within  18  months  of  the  receipt  of  such  Net  Cash  Proceeds.
     Notwithstanding  anything  to the  contrary  contained  herein,  after  the
     occurrence and during the continuance of an Event of Default,  the Required
     Lenders  shall  have the  option to require  such Net Cash  Proceeds  to be
     applied  immediately  to prepay the Loans in accordance  with clause (viii)
     below.

          (v)  Recovery  Event.  Within ten (10)  Business  Days  following  the
     receipt of insurance  proceeds in  connection  with a Recovery  Event,  the
     Borrowers  shall  prepay  the  Loans in an  aggregate  amount  equal to one
     hundred  percent (100%) of such insurance  proceeds (such  prepayment to be
     applied as set forth in clause (viii) below); provided,  however, that such
     insurance  proceeds  shall not be  required  to be so applied to the extent
     that  the  Company  delivers  to the  Administrative  Agent  a  certificate
     certifying  that the  Credit  Parties  intend to  reinvest  such  insurance
     proceeds  in  replacement  assets  within  180 days of the  receipt of such
     insurance  proceeds and  completes  such  reinvestment  within such 180-day
     period.  Notwithstanding  anything to the contrary contained herein,  after
     the  occurrence  and during the  continuance  of an Event of  Default,  the
     Required  Lenders shall have the option to require such insurance  proceeds
     to be applied  immediately  to prepay the Loans in  accordance  with clause
     (viii) below.

          (vi) Excess Cash Flow.  Within  ninety (90) days after the end of each
     fiscal year (commencing with the fiscal year ending December 31, 2003), the
     Borrowers  shall prepay the Loans in an amount equal to fifty percent (50%)
     of the Excess Cash Flow earned during such prior fiscal year.  Any payments
     of Excess Cash Flow shall be applied as set forth in clause (viii) below.

          (vii)  Excess  Cash and Cash  Equivalents.  On the next  Business  Day
     following any period of five consecutive  Business Days in which the Credit
     Parties  collectively hold cash and Cash Equivalents (other than Restricted
     Cash) in excess of $20,000,000  (the "Excess  Cash"),  the Borrowers  shall
     prepay the  Revolving  Loans by an amount  equal to such  Excess Cash (such
     prepayment to be applied as set forth in clause (viii) below).

          (viii) Application of Mandatory  Prepayments.  All amounts required to
     be paid  pursuant to this Section  3.3(b) shall be applied as follows:  (A)
     with  respect to all  amounts  prepaid  pursuant to Section  3.3(b)(i)  and
     Section 3.3(b)(vii), to Revolving Loans and (after all Revolving Loans have
     been repaid) to a cash collateral account (held by the Administrative Agent
     for the ratable  benefit of the Lenders) in respect of LOC  Obligations and


                                       6
<PAGE>

     (B)  with   respect  to  all   amounts   prepaid   pursuant   to   Sections
     3.3(b)(ii)-(vi),  (1) first pro rata to the Term Loan A and the Term Loan B
     (ratably to the remaining principal  installments  thereof);  provided that
     one or more  holders of the Term Loan B may  decline to accept a  mandatory
     prepayment  under  Section  3.3(b)(ii)  - (vi)  to the  extent  there  is a
     sufficient  portion  of the Term  Loan A  outstanding  to be paid with such
     prepayment,  in which case such declined prepayments shall be allocated, on
     a pro rata basis,  to the holders of the Term Loan A and the holders of the
     Term Loan B  accepting  such  prepayments,  and (2)  second pro rata to the
     Revolving  Loans and (after all Revolving Loans have been repaid) to a cash
     collateral account in respect of LOC Obligations.  Within the parameters of
     the  applications  set forth above,  prepayments  shall be applied first to
     Alternate  Base Rate Loans and then to LIBOR Rate Loans in direct  order of
     Interest Period maturities. All prepayments under this Section 3.3(b) shall
     be subject to Section 3.13 and be  accompanied by interest on the principal
     amount  prepaid to the date of  prepayment.  Amounts  prepaid on  Swingline
     Loans and Revolving  Loans may be  reborrowed in accordance  with the terms
     hereof. Amounts prepaid on the Term Loans may not be reborrowed.

     1.7  SECTION  3.5(B).  Section  3.5(b) of the  Credit  Agreement  is hereby
amended and restated in its entirety to read as follows:

          SECTION 3.5 INTEREST; INTEREST PAYMENT DATES.

                                   ***********

          (b) Upon the  occurrence,  and during the  continuance  of an Event of
     Default,  the principal of and, to the extent permitted by law, interest on
     (i) LIBOR Rate Loans shall bear interest, payable on demand, at a per annum
     rate equal to the LIBOR Rate plus the  highest  Applicable  Percentage  for
     LIBOR Rate Loans (e.g., during the Stage 2 Covenant Period, Level I pricing
     in the  definition of Applicable  Percentage)  plus 4% until the end of the
     applicable  Interest Period and thereafter at a per annum rate equal to the
     Alternate  Base Rate plus the highest  Applicable  Percentage for Alternate
     Base Rate Loans (e.g., during the Stage 2 Covenant Period,  Level I pricing
     in the definition of Applicable Percentage) plus 4% and (ii) Alternate Base
     Rate Loans,  fees and other amounts due and payable hereunder and under the
     other Credit  Documents  shall bear interest,  payable on demand,  at a per
     annum rate equal to the  Alternate  Base Rate plus the  highest  Applicable
     Percentage for Alternate Base Rate Loans (e.g., during the Stage 2 Covenant
     Period,  Level I pricing in the definition of Applicable  Percentage)  plus
     4%.

                                   ***********

     1.8 NEW SECTION 6.1(E).  A new Section 6.1(e) is hereby added to the Credit
Agreement to read as follows:

                                       7
<PAGE>

          SECTION 6.1 FINANCIAL STATEMENTS AND PROJECTIONS.

                                   **********

          (e) Monthly  Financial  Statements.  As soon as practicable and in any
     event  within  thirty (30) days after the end of each fiscal  month of each
     Fiscal Year, an unaudited  Consolidated and consolidating  balance sheet of
     the Parent and its  Subsidiaries and the Company and its Subsidiaries as of
     the close of such fiscal month and unaudited Consolidated and consolidating
     statements of income, retained earnings and cash flows for the fiscal month
     then  ended  and  that  portion  of the  Fiscal  Year  then  ended,  all in
     reasonable  detail  setting  forth in  comparative  form the  corresponding
     figures for the preceding  Fiscal Year and the  corresponding  figures from
     the annual budget for such month and prepared by the Parent or the Company,
     as  applicable,  in  accordance  with GAAP and  certified by a  Responsible
     Officer to present fairly in all material respects the financial  condition
     of the Parent and its Subsidiaries or the Company and its Subsidiaries,  as
     applicable,  as of their  respective dates and the results of operations of
     the Parent and its  Subsidiaries  or the Company and its  Subsidiaries,  as
     applicable, for the respective periods then ended.

     1.9 NEW  SECTION  7.17.  A new Section  7.17 is hereby  added to the Credit
Agreement to read as follows:

          SECTION 7.17 TERM LOAN A DEPOSIT ACCOUNTS.

          (a) Prior to or on the Fourth Amendment  Effective Date, the Borrowers
     and the Parent  shall  collectively  have on  deposit  in  account  numbers
     CP-36484-16  and  CP-36293  with UBS  PaineWebber,  Inc. or other  accounts
     approved by the  Administrative  Agent (the "Term Loan A Deposit Accounts")
     an amount not less than  $105,000,000  in the aggregate.  At any time after
     the Fourth  Amendment  Effective  Date,  the Borrowers and the Parent shall
     promptly provide (but in any event within twenty-four (24) hours of receipt
     of any request) 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 the Term Loan A Deposit
     Accounts.

          (b) The Borrowers and the Parent shall maintain the following required
     aggregate  balances in the Term Loan A Deposit  Accounts during the periods
     corresponding  thereto  in the  table  below.  If the  Borrowers  have  not
     delivered  to the  Administrative  Agent and the  Lenders  the most  recent
     quarterly financial  statements required pursuant to Section 6.1(a) and the
     corresponding  Officer's Compliance  Certificate  demonstrating  compliance
     with the  financial  covenants set forth in Article VIII on or prior to the
     last  day of  each  period  indicated  in the  table  below,  the  required
     aggregate balance corresponding to such period shall remain in effect after
     the end of such period until such time as the Borrowers  have  delivered to
     the  Administrative   Agent  and  the  Lenders  such  quarterly   financial
     statements and such  Officer's  Compliance  Certificate,  at which time the


                                       8
<PAGE>

     required aggregate balance in the Term Loan A Deposit Accounts shall be the
     required  aggregate  balance  corresponding to the next period (if any) set
     forth in the table below.
<TABLE>
<CAPTION>
<S>                                                                          <C>
         ------------------------------------------------------------------- --------------------------
                                                                                REQUIRED AGGREGATE
                                       PERIOD                                         BALANCE
         ------------------------------------------------------------------- --------------------------
                      From the Fourth Amendment Effective Date
                               through June 30, 2002                               $105,000,000
         ------------------------------------------------------------------- --------------------------
                     From July 1, 2002 through August 15, 2002                      $88,000,000
         ------------------------------------------------------------------- --------------------------
                  From August 16, 2002 through September 30, 2002                   $71,000,000
         ------------------------------------------------------------------- --------------------------
                   From October 1, 2002 through November 15, 2002                   $63,000,000
         ------------------------------------------------------------------- --------------------------
                  From November 16, 2002 through December 31, 2002                  $55,000,000
         ------------------------------------------------------------------- --------------------------
                   From January 1, 2003 through February 15, 2003                   $33,000,000
         ------------------------------------------------------------------- --------------------------
                   From February 16, 2003 through March 31, 2003                    $11,000,000
         ------------------------------------------------------------------- --------------------------
                      From April 1, 2003 through May 15, 2003                       $5,500,000
         ------------------------------------------------------------------- --------------------------
</TABLE>

     1.10 NEW SECTION  7.18.  A new Section  7.18 is hereby  added to the Credit
Agreement to read as follows:

          SECTION 7.18 DEPOSIT AND SECURITIES ACCOUNTS.

          (a) At all times after May 15, 2003 to the extent any  Revolving  Loan
     has been made under Section 2.1, the Borrowers  shall  maintain (i) each of
     their deposit accounts with the Administrative Agent and (ii) each of their
     securities  accounts  with any  Lender  that has  entered  into an  account
     control agreement in form and substance  satisfactory to the Administrative
     Agent,  in each case except for those  accounts  used by the  Borrowers for
     routine  functions such as disbursements in the ordinary course of business
     (the "Exempt Accounts").

          (b) At all times  after May 15, 2003 the  aggregate  balance in all of
     the Exempt Accounts shall not exceed $10,000,000.

     1.11 STAGE 1  FINANCIAL  COVENANTS.  Sections  8.1(d) and (e) of the Credit
Agreement are hereby  amended and restated in their  entirety to read as follows
and a new  Section  8.1(h) is hereby  added to the Credit  Agreement  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:

                                   ***********

                                       9
<PAGE>

          (d) EBITDA. As of the last day of each fiscal quarter occurring during
     the  Stage 1  Covenant  Period,  permit  the  Consolidated  EBITDA  for the
     Borrowers on a combined  basis for such fiscal  quarter to be less than the
     required  Consolidated  EBITDA  amount set forth below  opposite such date;
     provided that only for purposes of determining compliance with this Section
     8.1(d) for any fiscal  quarter  during the Stage 1 Covenant  Period  ending
     after July 1, 2002,  Consolidated  EBITDA for such fiscal  quarter shall be
     increased by an amount (such amount not to exceed  $3,000,000) equal to the
     excess,  if any,  by which  Consolidated  EBITDA  for either or both of the
     immediately   preceding   two  fiscal   quarters   exceeded  the  benchmark
     Consolidated  EBITDA  for such  fiscal  quarters  as set forth in the table
     below (but only to the extent such excess has not been used to increase the
     Consolidated EBITDA for any other fiscal quarter):
<TABLE>
<CAPTION>
<S>                                      <C>                        <C>
          ------------------------------ -------------------------- -------------------------
                                           Required Consolidated     Benchmark Consolidated
              Fiscal Quarter Ended             EBITDA Amount             EBITDA Amount
          ------------------------------ -------------------------- -------------------------
               September 30, 2000              ($13,000,000)                  N/A
          ------------------------------ -------------------------- -------------------------
                December 31, 2000              ($20,000,000)                  N/A
          ------------------------------ -------------------------- -------------------------
                 March 31, 2001                ($13,250,000)                  N/A
          ------------------------------ -------------------------- -------------------------
                  June 30, 2001                ($19,631,000)                  N/A
          ------------------------------ -------------------------- -------------------------
               September 30, 2001              ($25,135,000)                  N/A
          ------------------------------ -------------------------- -------------------------
                December 31, 2001              ($36,105,000)                  N/A
          ------------------------------ -------------------------- -------------------------
                 March 31, 2002                ($16,600,000)                  N/A
          ------------------------------ -------------------------- -------------------------
                  June 30, 2002                ($17,900,000)             ($14,900,000)
          ------------------------------ -------------------------- -------------------------
               September 30, 2002              ($21,400,000)             ($18,400,000)
          ------------------------------ -------------------------- -------------------------
                December 31, 2002              ($22,600,000)             ($19,600,000)
          ------------------------------ -------------------------- -------------------------
                 March 31, 2003                ($9,200,000)               ($6,200,000)
          ------------------------------ -------------------------- -------------------------
                  June 30, 2003                ($7,200,000)               ($4,200,000)
          ------------------------------ -------------------------- -------------------------
               September 30, 2003              ($8,300,000)               ($5,300,000)
          ------------------------------ -------------------------- -------------------------
                December 31, 2003              ($11,300,000)              ($8,300,000)
          ------------------------------ -------------------------- -------------------------
                 March 31, 2004                 $8,600,000                $12,600,000
          ------------------------------ -------------------------- -------------------------
</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 to or less than the amount set forth below opposite such date:

              ---------------------------- --------------------------
                 Fiscal Quarter Ended                Amount
              ---------------------------- --------------------------
                  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
              ---------------------------- --------------------------


                                       10
<PAGE>
              ---------------------------- --------------------------
                    March 31, 2002                $40,000,000
              ---------------------------- --------------------------
                     June 30, 2002                $41,600,000
              ---------------------------- --------------------------
                  September 30, 2002              $46,000,000
              ---------------------------- --------------------------
                   December 31, 2002              $53,800,000
              ---------------------------- --------------------------
                    March 31, 2003                $57,000,000
              ---------------------------- --------------------------
                     June 30, 2003                $60,800,000
              ---------------------------- --------------------------
                  September 30, 2003              $66,500,000
              ---------------------------- --------------------------
                   December 31, 2003              $76,100,000
              ---------------------------- --------------------------
                    March 31, 2004                $79,300,000
              ---------------------------- --------------------------

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

          (h) Minimum  Available  Cash. At all times during the Stage 1 Covenant
     Period,  permit  Available  Cash to be less than the amount set forth below
     opposite such date:

              ---------------------------- --------------------------
                 Fiscal Quarter Ended                Amount
              ---------------------------- --------------------------
                     June 30, 2002                $203,000,000
              ---------------------------- --------------------------
                  September 30, 2002              $168,000,000
              ---------------------------- --------------------------
                   December 31, 2002              $152,000,000
              ---------------------------- --------------------------
                    March 31, 2003                $108,000,000
              ---------------------------- --------------------------
                     June 30, 2003                $97,000,000
              ---------------------------- --------------------------
                  September 30, 2003              $87,000,000
              ---------------------------- --------------------------
                   December 31, 2003              $80,000,000
              ---------------------------- --------------------------
                    March 31, 2004                $61,000,000
              ---------------------------- --------------------------

     1.12  STAGE 2  FINANCIAL  COVENANTS.  Sections  8.2(a),  (b) and (c) of the
Credit  Agreement are hereby  amended and restated in their  entirety to read as
follows:

          (a) Leverage  Ratio:  (i) As of the end of the fiscal  quarters ending
     June 30, 2004 and September 30, 2004, permit the ratio of (A) Total Debt of
     the Credit Parties and their  Subsidiaries  to (B) Annualized  Consolidated
     EBITDA  of  the  Credit  Parties  and  their  Subsidiaries  to  exceed  the
     corresponding  ratio set forth below and (ii) after  September 30, 2004, as
     of any fiscal  quarter end during the  applicable  period set forth  below,
     permit  the  ratio  of (A)  Total  Debt of the  Credit  Parties  and  their
     Subsidiaries  to (B)  Consolidated  EBITDA of the Credit  Parties and their
     Subsidiaries for the period of four (4) consecutive  fiscal quarters ending
     on or immediately prior to such date to exceed the corresponding  ratio set
     forth below (the ratio set forth in clauses (i) and (ii) above collectively
     referred to herein as the "Leverage Ratio"):

         -------------------------------------- ----------------------
                      Period                            Ratio
         -------------------------------------- ----------------------
                June 30, 2004 through                 14.50 to 1.0
                  December 31, 2004
         -------------------------------------- ----------------------


                                       11
<PAGE>
         -------------------------------------- ----------------------
                   March 31, 2005                     13.50 to 1.0
         -------------------------------------- ----------------------
                June 30, 2005 through                  9.00 to 1.0
                  September 30, 2005
         -------------------------------------- ----------------------
              December 31, 2005 through                6.25 to 1.0
                    March 31, 2006
         -------------------------------------- ----------------------
                June 30, 2006 through                  5.25 to 1.0
                 September 30, 2006
         -------------------------------------- ----------------------
              December 31, 2006 through                4.25 to 1.0
                    March 31, 2007
         -------------------------------------- ----------------------
            June 30, 2007 and thereafter               3.50 to 1.0
         -------------------------------------- ----------------------

          (b) Senior  Leverage  Ratio:  (i) As of the end of the fiscal quarters
     ending June 30, 2004 and September 30, 2004, permit the ratio of (A) Senior
     Debt to (B)  Annualized  Consolidated  EBITDA  of the  Borrowers  and their
     Subsidiaries  to exceed the  corresponding  ratio set forth  below and (ii)
     after  September  30,  2004,  as of  any  fiscal  quarter  end  during  the
     applicable  period set forth below,  permit the ratio of (A) Senior Debt to
     (B)  Consolidated  EBITDA of the Borrowers and their  Subsidiaries  for the
     period of four (4)  consecutive  fiscal  quarters  ending on or immediately
     prior to such date to exceed the corresponding ratio set forth below:

         -------------------------------------- ----------------------
                      Period                            Ratio
         -------------------------------------- ----------------------
                June 30, 2004 through                  3.75 to 1.0
                  March 31, 2005
         -------------------------------------- ----------------------
                June 30, 2005 through                  3.00 to 1.0
                  September 30, 2005
         -------------------------------------- ----------------------
              December 31, 2005 through                2.50 to 1.0
                    March 31, 2006
         -------------------------------------- ----------------------
            June 30, 2006 and thereafter               2.00 to 1.0
         -------------------------------------- ----------------------


                                       12
<PAGE>

          (c) Interest  Coverage Ratio: (i) As of the end of the fiscal quarters
     ending  June 30,  2004 and  September  30,  2004,  permit  the ratio of (A)
     Annualized Consolidated EBITDA of the Credit Parties and their Subsidiaries
     to (B) Annualized  Consolidated  Interest Expense of the Credit Parties and
     their Subsidiaries to be less than the corresponding  ratio set forth below
     and (ii) after  September 30, 2004, as of any fiscal quarter end during the
     applicable  period set forth  below,  permit the ratio of (A)  Consolidated
     EBITDA of the Credit Parties and their  Subsidiaries for the period of four
     (4) consecutive fiscal quarters ending on or immediately prior to such date
     to (B)  Consolidated  Interest  Expense  of the  Credit  Parties  and their
     Subsidiaries for the period of four (4) consecutive  fiscal quarters ending
     on or  immediately  prior to such  date to be less  than the  corresponding
     ratio set forth below:

         -------------------------------------- ----------------------
                      Period                            Ratio
         -------------------------------------- ----------------------
                June 30, 2004 through                  1.00 to 1.0
                  December 31, 2004
         -------------------------------------- ----------------------
                   March 31, 2005                      1.25 to 1.0
         -------------------------------------- ----------------------
                June 30, 2005 through                  1.50 to 1.0
                  March 31, 2006
         -------------------------------------- ----------------------
                June 30, 2006 through                  1.75 to 1.0
                  March 31, 2007
         -------------------------------------- ----------------------
                June 30, 2007 through                  2.25 to 1.0
                    March 31, 2008
         -------------------------------------- ----------------------
            June 30, 2008 and thereafter               2.75 to 1.0
         -------------------------------------- ----------------------

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

     1.13  SCHEDULE  2.1(B)(I).  Schedule  2.1(b)(i) to the Credit  Agreement is
hereby amended and replaced in its entirety by the Schedule  2.1(b)(i)  attached
hereto.


                                    SECTION 2

                               CLOSING CONDITIONS

     2.1 CLOSING CONDITIONS.

     This Fourth Amendment shall be effective on the Fourth Amendment  Effective
Date  upon  satisfaction  of the  following  conditions  (in form and  substance
reasonably acceptable to the Administrative Agent):

          (a) Fourth Amendment. Receipt by the Administrative Agent of a copy of
     this Fourth  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 Fourth Amendment, the transactions contemplated


                                       13
<PAGE>

     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) Incumbency Certificate.  Receipt by the Administrative Agent of an
     incumbency certificate with respect to each of the Credit Parties.

          (d) Fees. (i) Receipt by the  Administrative  Agent,  (A) on behalf of
     each Lender that executes  this Fourth  Amendment by 12:00 p.m. EDT on June
     27,  2002,  of an  amendment  fee equal  0.75% of such  Lender's  aggregate
     Commitments  and (B) on behalf of each  Lender  that  executes  this Fourth
     Amendment after 12:00 p.m. EDT on June 27, 2002 and before 5:00 p.m. EDT on
     June 27,  2002,  of an  amendment  fee  equal to  0.625%  of such  Lender's
     aggregate  Commitments  and (ii)  receipt by  Wachovia  of all fees due and
     payable  pursuant to that  certain fee  letter,  dated as of May 31,  2002,
     among the Borrowers and Wachovia.

          (e) Term Loan A Deposit  Accounts.  The Borrowers and the Parent shall
     have  deposited  not less  than  $105,000,000  into the Term Loan A Deposit
     Accounts.

          (f) Legal Opinion.  Receipt by the Administrative  Agent of an opinion
     from counsel to the Credit  Parties  relating to this Fourth  Amendment and
     the  transactions  contemplated  herein and therein,  in form and substance
     satisfactory to the Administrative  Agent,  addressed to the Administrative
     Agent and the Lenders and dated as of the Fourth Amendment Effective Date.

          (g) 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  Fourth   Amendment,
     including,  without limitation, the fees and expenses of Moore & Van Allen,
     PLLC.


                                    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
Fourth 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.

                                       14
<PAGE>

     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 Fourth Amendment.

          (b) This Fourth 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 Fourth 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 Fourth  Amendment  and agree that this
Fourth  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  Fourth  Amendment  shall  constitute  a Credit
Document under the terms of the Credit Agreement.

     3.5 ENTIRETY.  This Fourth  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 Fourth 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 Fourth  Amendment by telecopy shall
be  effective  as an original  and shall  constitute  a  representation  that an
original will be delivered.

     3.7 GENERAL RELEASE. In consideration of the Required Lenders entering into
this Fourth  Amendment,  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


                                       15
<PAGE>

unsuspected  to the extent that any of the  foregoing  arises from any action or
failure to act under the Credit Agreement on or prior to the date hereof.

     3.8 GOVERNING LAW. THIS FOURTH  AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES UNDER THIS FOURTH  AMENDMENT 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]


                                       16
<PAGE>


     IN WITNESS WHEREOF,  each of the parties hereto has caused a counterpart of
this Fourth  Amendment 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:   WACHOVIA BANK, NATIONAL ASSOCIATION
                                (successor  to 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: /s/ Cyril Derveldy
                                    ----------------------------------------
                                      Name:  Cyril Derveldy
                                            --------------------------------
                                      Title: Associate Director
                                            --------------------------------


                                By: /s/ Peter Stevenson
                                    ----------------------------------------
                                      Name:  Peter Stevenson
                                            --------------------------------
                                      Title: Director
                                            --------------------------------





<PAGE>



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/ C. Turton
                                    ----------------------------------------
                                      Name:  C. Turton
                                            --------------------------------
                                      Title: Managing Director
                                            --------------------------------



<PAGE>



LENDERS (CONTINUED):            COBANK, ACB


                                By: /s/ Rick Freeman
                                    ----------------------------------------
                                      Name:  Rick Freeman
                                            --------------------------------
                                      Title: Vice President
                                            --------------------------------



<PAGE>

LENDERS (CONTINUED):            MOTOROLA CREDIT CORPORATION


                                By: /s/ Walter F. Keating, III
                                    ----------------------------------------
                                      Name:  Walter F. Keating, III
                                            --------------------------------
                                      Title: V.P. and Director
                                            --------------------------------





<PAGE>

LENDERS (CONTINUED):            NATIONAL CITY BANK


                                By: /s/ Chris Kalmbach
                                    ----------------------------------------
                                      Name:  Chris 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 Tarnburro
                                    ----------------------------------------
                                      Name:  John Tarnburro
                                            --------------------------------
                                      Title: Vice President
                                            --------------------------------





<PAGE>

LENDERS (CONTINUED):            IBM CREDIT CORPORATION


                                By: /s/ Thomas S. Curcio
                                    ----------------------------------------
                                      Name:  Thomas S. Curcio
                                            --------------------------------
                                      Title: Manager of Credit
                                            --------------------------------





<PAGE>

                               Schedule 2.1(b)(i)

                           FORM OF NOTICE OF BORROWING


                                     [Date]

First Union National Bank, as Administrative Agent
301 South College Street, 5th Floor
Charlotte, North Carolina  28288
Attn:  Syndication Agency Services

Ladies and Gentlemen:

     Pursuant to subsection  [2.1(b)][2.2][2.4(c)]  of the Credit  Agreement (as
amended,  restated,  supplemented  or otherwise  modified from time to time, the
"Credit  Agreement")  dated as ________ among Horizon  Personal  Communications,
Inc.,  an Ohio  corporation  (the  "Company"),  Bright  Personal  Communications
Services, LLC, an Ohio limited liability company ("Bright") (individually,  each
of the Company and Bright, a "Borrower" and  collectively,  the "Borrowers") the
other Credit Parties identified  therein,  the several banks and other financial
institutions from time to time parties thereto and First Union National Bank, as
Administrative  Agent,  the Company hereby  requests that the following Loans be
made on [date] as follows (the "Proposed Borrowing"):

I.   Revolving Loans requested:

     (1)  Total Amount of Revolving Loans                     $ ----------------

     (2)  Amount of (1) to be allocated
          to  LIBOR   Rate   Loans                            $ ----------------

     (3)  Amount of (1) to be allocated
          to Alternate Base Rate Loans.                       $ ----------------

     (4)  Interest Periods and amounts to be allocated
          thereto in respect of the LIBOR Rate Loans
          referenced in (2) (amounts must total (2)):

          (i)  one month.                                     $ ----------------

          (ii) two months                                     $ ----------------

          (iii) three months                                  $ ----------------

          (iv) six months                                     $ ----------------

          Total LIBOR Rate Loans                              $ ================



<PAGE>

NOTE: BORROWINGS MUST BE IN MINIMUM  AMOUNTS  OF (A) WITH  RESPECT TO LIBOR RATE
      LOANS  $2,000,000 AND $500,000  INCREMENTS IN EXCESS  THEREOF AND (B) WITH
      RESPECT TO ALTERNATE BASE RATE LOANS, $500,000 AND $250,000  INCREMENTS IN
      EXCESS THEREOF.

II.  Swingline Loans requested:

     (1)  Total Amount of Loans                       --------------------------


NOTE: SWINGLINE LOAN  BORROWINGS  MUST BE IN MINIMUM  AMOUNTS OF $250,000 AND IN
      INTEGRAL AMOUNTS OF $50,000 IN EXCESS THEREOF.

III. Portion of Term Loan A requested:

     (1)  Total Amount of Term Loan A requested               $ ----------------

     (2)  Amount of (1) to be allocated
          to LIBOR Rate Loans                                 $ ----------------

     (3)  Amount of (1) to be allocated
          to Alternate Base Rate Loans.                       $ ----------------

     (4)  Interest Periods and amounts to be allocated
          thereto in respect of the LIBOR Rate Loans
          referenced in (2) (amounts must total (2)):

          (i)  one month.                                     $ ----------------

          (ii) two months                                     $ ----------------

          (iii) three months                                  $ ----------------

          (iv) six months                                     $ ----------------

          Total LIBOR Rate Loans                              $ ================


NOTE: BORROWINGS MUST  BE  IN  MINIMUM  AMOUNT  OF  $5,000,000.  AND  $5,000,000
      INCREMENTS IN EXCESS THEREOF.

     Terms  defined in the Credit  Agreement  shall have the same  meanings when
used herein.


<PAGE>

     The undersigned hereby certifies that the following  statements are true on
the date hereof and will be true on the date of the Proposed Borrowing:

          (A) the  representations  and warranties made by the Credit Parties in
     the Credit Agreement and in the other Credit Documents are and will be true
     and correct in all material  respects,  both before and after giving effect
     to the Proposed  Borrowing and to the application of the proceeds  thereof,
     with the same effect as though such representations and warranties had been
     made on and as of the date of such Proposed  Borrowing (it being understood
     that any  representation  or  warranty  which by its  terms is made as of a
     specified  date shall be required  to be true and  correct in all  material
     respects only as of such specified date);

          (B) no Default or Event of Default has occurred and is continuing,  or
     would result from such Proposed  Borrowing or from the  application  of the
     proceeds thereof;

          (C)  prior to giving  effect to such  Proposed  Borrowing  the  Credit
     Parties do not  collectively  hold cash and Cash  Equivalents  (other  than
     Restricted Cash) in excess of $10,000,000;

          (D) after giving effect to such Proposed  Borrowing the Credit Parties
     will not collectively hold cash and Cash Equivalents (other than Restricted
     Cash) in excess of $20,000,000;

          (E) the Credit Parties have furnished to the Administrative  Agent and
     the Lenders all financial  information and notices required to be furnished
     pursuant  to  Article  VI  of  the  Credit  Agreement,   including  without
     limitation,  the most recent Officer's Compliance Certificate demonstrating
     compliance  with each of the financial  covenants set forth in Article VIII
     of the Credit Agreement; and

          (F) after  giving  effect to such  Proposed  Borrowing  the  aggregate
     amount of Revolving  Loans  outstanding  will not exceed the maximum amount
     permitted under Section 2.1(a).

                                    Very truly yours,


                                    HORIZON PERSONAL COMMUNICATIONS, INC.


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




1487449v1