Exhibit 10.40.3

                 THIRD AMENDMENT TO CREDIT AGREEMENT AND WAIVER


     THIS THIRD AMENDMENT TO CREDIT  AGREEMENT AND WAIVER,  dated as of November
26, 2001 (this "Third 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  intend  for the  Parent to issue up to $200
million in additional debt securities (the "New Debt Issuance");

     WHEREAS,  in connection  with the New Debt Issuance the Credit Parties have
requested certain amendments and waivers to the Credit Agreement; and

     WHEREAS,  the Required  Lenders have agreed to such  amendments and waivers
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 Permitted  Parent Debt  Documents.  The  definition  of
"Permitted  Parent  Debt  Documents"  set  forth in  Section  1.1 of the  Credit
Agreement is hereby amended and restated in its entirety to read as follows:
<PAGE>

          "Permitted   Parent  Debt  Documents"  shall  mean  (i)  that  certain
     Indenture dated as of September 26, 2000 among the Parent, the Subsidiaries
     of the Parent party thereto, as guarantors and Wells Fargo Bank, a national
     banking  association,  as  Trustee  and  those  certain  notes  dated as of
     September  26, 2000 issued by the Parent in  connection  therewith  and all
     other documents  executed pursuant  thereto,  and all exchange notes issued
     pursuant to such indenture, in each case in form and substance satisfactory
     to the  Lenders as of the  Closing  Date and as from time to time  amended,
     restated,  supplemented  or otherwise  modified in accordance  with Section
     9.11 herein and (ii) that certain  Indenture to be entered into in December
     2001 and those certain  notes issued in connection  therewith and due as of
     December 2011 and all other  documents  executed  pursuant  thereto and all
     exchange  notes  issued in  connection  therewith  and as from time to time
     amended,  restated,  supplemented or otherwise  modified in accordance with
     Section 9.11 herein;  provided that the Indebtedness issued pursuant to the
     indenture  mentioned  in clause  (ii) above (i) shall have a market rate of
     interest  at the  time of  pricing,  (ii)  shall  not  have  any  scheduled
     amortization  prior to the date which is six (6) months after the Term Loan
     B Maturity Date and (iii) shall have terms and conditions  (including  with
     respect to covenants,  guaranties and subordination provisions) and related
     documentation  that are  substantially  the same as those  set forth in the
     Indenture dated as of September 26, 2000 (but to include an Interest Escrow
     Account as permitted under Section 9.3(h)).

     1.2  Definition  of  Interest  Escrow  Account.  Section  1.1 of the Credit
Agreement is hereby  amended by the addition of the following  definition in the
appropriate alphabetical order:

          "Interest  Escrow Account" shall have the meaning set forth in Section
     9.3(h).

     1.3 Stage 1  Financial  Covenants.  Sections  8.1(a)  and (g) of the Credit
Agreement are hereby amended and restated in their entirety to read as follows:

          (a)  Total  Debt to  Total  Capitalization  Ratio:  As of any  date of
     determination,  permit  the ratio of (i) Total  Debt of the  Parent and its
     Subsidiaries  on such date to (ii) Total  Capitalization  of the Parent and
     its Subsidiaries on such date to be greater than .80 to 1.0.

                                   ***********

          (g) Maximum Capital  Expenditures:  Permit Capital  Expenditures  made
     during  each fiscal year  occurring  during the Stage 1 Covenant  Period to
     exceed the corresponding amount set forth below:

           --------------------------------- ---------------------------------
                     Fiscal Year                          Amount
           --------------------------------- ---------------------------------
                         2000                          $128,900,000
           --------------------------------- ---------------------------------
                         2001                           $94,300,000
           --------------------------------- ---------------------------------
                         2002                           $72,000,000
           --------------------------------- ---------------------------------
                         2003                           $23,800,000
           --------------------------------- ---------------------------------

                                       2
<PAGE>

     ;  provided,  however,  if any  portion of the annual  Capital  Expenditure
     limitation  is not used  during any fiscal  year  referred  to above,  such
     unused amount may be carried forward (the "Carry-Forward  Amount") and used
     in the next fiscal year only; provided,  further,  that with respect to any
     fiscal  year,  Capital  Expenditures  made during such fiscal year shall be
     deemed to be made first with respect to the applicable  limitation for such
     year and then  with  respect  to any  Carry-Forward  Amount  to the  extent
     applicable.

     1.4 Stage 2 Financial Covenants. Sections 8.2(a) of the Credit Agreement is
hereby amended and restated in its entirety to read as follows:

          (a) Leverage Ratio: As of any fiscal quarter end during the applicable
     period  set forth  below,  permit the ratio of (i) Total Debt of the Credit
     Parties and their  Subsidiaries to (ii) the product of Consolidated  EBITDA
     of the Credit  Parties  and their  Subsidiaries  for the  six-month  period
     ending on such fiscal  quarter  end  multiplied  by two (2) (the  "Leverage
     Ratio") to exceed the corresponding ratio set forth below:

          ----------------------------------------------- -------------------
                              Period                             Ratio
          ----------------------------------------------- -------------------
                      June 30, 2004 through                  10.75 to 1.0
                        December 31, 2004
          ----------------------------------------------- -------------------
                      March 31, 2005 through                  8.50 to 1.0
                          June 30, 2005
          ----------------------------------------------- -------------------
                    September 30, 2005 through                6.25 to 1.0
                        December 31, 2005
          ----------------------------------------------- -------------------
                      March 31, 2006 through                  5.25 to 1.0
                          June 30, 2006
          ----------------------------------------------- -------------------
           September 30, 2006 through December 31, 2006       4.25 to 1.0
          ----------------------------------------------- -------------------
                  March 31, 2007 and thereafter               3.50 to 1.0
          ----------------------------------------------- -------------------

     1.5 Permitted Parent Debt. Section 9.1(c) of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:

          (b) Indebtedness of the Parent arising under the Permitted Parent Debt
     Documents in an original  aggregate  issue  principal  amount not to exceed
     $350,000,000 (such Indebtedness, the "Permitted Parent Debt");

     1.6 Limitation on Liens. Section 9.3 is hereby amended by deleting the word
"and" at the end of clause  (f),  inserting  the word "and" at the end of clause
(g) and inserting a new clause (h) as follows:

          (h) Liens on cash and Cash  Equivalents in connection with an interest
     escrow  account (the "Interest  Escrow  Account")  securing  obligations in
     respect of the  Indebtedness  referred to in the  definition  of  Permitted
     Parent Debt Documents, provided that (A) such account is established at the
     time of the issuance of the Indebtedness referred to in clause (ii) of such


                                       3
<PAGE>

     definition  and (B) such Liens extend only to net proceeds of such issuance
     deposited  in such  account  in an amount not  exceeding  the amount of the
     initial four semi-annual  interest  payments on such  Indebtedness,  and to
     earnings thereon and proceeds thereof.

     1.7 Limitations on Dividends and  Distributions.  Section 9.7 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:

     Section 9.7 Limitations on Dividends and Distributions.

          Declare or pay any  dividends  upon any of its Capital  Stock or other
     equity interests;  purchase,  redeem, retire or otherwise acquire, directly
     or indirectly,  any shares of its Capital Stock or other equity  interests;
     return capital of the Borrowers to the Parent;  or make any distribution of
     cash,  property or assets among the holders of shares of its Capital  Stock
     or make other  payments or  distributions  to any  Affiliate  of any Credit
     Party or any of its Subsidiaries,  in each case with respect to its Capital
     Stock or in its capacity as holder of Capital Stock; provided that (a) each
     Credit Party may make dividends payable solely in the same class of Capital
     Stock of such  Person,  (b) each Credit  Party may make  dividends or other
     distributions  payable to the  Borrowers  and (c) if no Default or Event of
     Default has occurred and is continuing  nor would occur as a result thereof
     (i) the  Borrowers  may make  payments  to the Parent to pay (A)  corporate
     overhead  or  administrative  costs in an  aggregate  amount  not to exceed
     $150,000 during any fiscal year and (B) amounts necessary to pay liquidated
     damages  payable by the Parent as a result of a  Registration  Default  (as
     defined  in the  Warrant  Registration  Rights  Agreement  dated  as of the
     Closing Date among the Parent and the initial  purchasers named therein and
     the Note  Registration  Rights Agreement dated as of the Closing Date among
     the  Parent,  the  subsidiary  guarantors  named  therein  and the  initial
     purchasers  named  therein)  such amounts not to exceed  $1,000,000  in the
     aggregate,  (ii) a Credit Party may repurchase  shares of its Capital Stock
     pursuant to the exercise of rights of first  refusal  granted in connection
     with a proposed  sale of such  Capital  Stock by an  option-holder  who has
     exercised stock options pursuant to an option plan approved by the board of
     directors  of such  Credit  Party  in an  aggregate  amount  not to  exceed
     $3,000,000  during any fiscal year,  (iii) a Credit Party may make payments
     as required  pursuant  to the  contracts  set forth on  Schedule  9.9 as in
     effect on the Closing Date and in the amounts stated on such Schedule, (iv)
     the  Borrowers  may make  distributions  to the  Parent  to make  regularly
     scheduled payments of interest on Permitted Parent Debt; provided, however,
     that no such  distributions  shall be permitted  hereunder  with respect to
     interest  obligations  relating to the  Indebtedness  referred to in clause
     (ii) of the  definition  of  Permitted  Parent  Debt  Documents  until  the
     depletion in full of all amounts  deposited in the Interest  Escrow Account
     in respect of such Indebtedness, (v) the Company may dividend or distribute
     shares of Horizon  Telcom,  Inc.  that it owns to the Parent and the Parent
     may  dividend  or  distribute  such shares of Horizon  Telcom,  Inc. to its
     shareholders  and (vi) at any time prior to April 30, 2001,  the Parent may


                                       4
<PAGE>

     redeem its Series A-1 Convertible  Preferred  Capital Stock in an aggregate
     amount  not to  exceed  $86,000,000  pursuant  to  Article  4,  Subpart  C,
     Subsection  F(2)(i)  of the  Parent's  Amended  and  Restated  Articles  of
     Incorporation  with proceeds of an initial public  offering of the Parent's
     Capital  Stock in an aggregate  amount  yielding  proceeds of not less than
     $86,000,000 in the aggregate.

                                    SECTION 2

                                     WAIVER

     2.1 Waiver.  The Required  Lenders hereby waive the Borrowers'  obligation,
pursuant to Section  3.3(b)(iii)  of the Credit  Agreement,  to prepay the Loans
with Net Cash  Proceeds  derived  from the New  Debt  Issuance.  Except  for the
specific,  one-time  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 3

                               CLOSING CONDITIONS

     3.1 Closing Conditions.

     This Third  Amendment shall be effective as of the date first above written
(the "Third 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) Third Amendment.  Receipt by the Administrative Agent of a copy of
     this Third  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 Third 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 Third  Amendment by 5:00 pm EDT on November
     26, 2001,  of an amendment fee equal to the fee set forth in the fee letter
     dated as of the date hereof.

          (d) New Debt Issuance.  This Third  Amendment  shall become  effective
     (the  "Amendment  Effective  Date")  only  upon  the  satisfaction  of  the
     following  conditions  prior to December 31, 2001:  (i) the  Administrative
     Agent shall have  reviewed and approved in its sole  discretion  all of the
     Permitted Debt  Documents  relating to the New Debt Issuance (the "New Debt


                                       5
<PAGE>

     Issuance  Documents"),  (ii) the  Parent  shall  have  received  gross cash
     proceeds from the New Debt Issuance of at least $150,000,000 and shall have
     contributed to the Borrower the entire net proceeds  thereof less an amount
     equal to the  interest  obligations  owing in  respect  of the  first  four
     semi-annual  payments  which  shall be  deposited  in the  Interest  Escrow
     Account.  The Administrative Agent shall have received a copy, certified by
     an  officer  of the  Borrowers  to be true and  complete,  of each New Debt
     Issuance Document as originally  executed and delivered,  together with all
     exhibits and schedules thereto.

          (e) Legal Opinion.  Receipt by the Administrative  Agent of an opinion
     or  opinions  from  counsel to the Credit  Parties  relating  to this Third
     Amendment and the transactions  contemplated  herein, in form and substance
     satisfactory to the Administrative  Agent,  addressed to the Administrative
     Agent on behalf of the Lenders and dated as of the date hereof.

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

                                    SECTION 4

                                  MISCELLANEOUS

     4.1  Amended  Terms.  The term  "Credit  Agreement"  as used in each of the
Credit  Documents shall  hereafter mean the Credit  Agreement as amended by this
Third 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.

     4.2  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 Third Amendment.

          (b) This Third  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 Third Amendment.

                                       6
<PAGE>

          (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).

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

     4.4  Credit  Document.  This  Third  Amendment  shall  constitute  a Credit
Document under the terms of the Credit Agreement.

     4.5 Entirety.  This Third 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.

     4.6  Counterparts;  Telecopy.  This Third  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 Third Amendment by telecopy shall be
effective as an original and shall constitute a representation  that an original
will be delivered.

     4.7 General Release. In consideration of the Required Lenders entering into
this Third  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
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.

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

     4.9  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]


                                       7
<PAGE>

     IN WITNESS WHEREOF,  each of the parties hereto has caused a counterpart of
this Third  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/ Steven P. Burkhardt
                                      ------------------------------------------
                                      Name:   Steven P. Burkhardt
                                             -----------------------------------
                                      Title:  Secretary/Treasurer
                                             -----------------------------------



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/ William A. Luther
                                      ------------------------------------------
                                      Name:   William A. Luther
                                             -----------------------------------
                                      Title:  SVP
                                             -----------------------------------






<PAGE>


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






<PAGE>


LENDERS (continued):              COBANK, ACB


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



<PAGE>


LENDERS (continued):              MOTOROLA CREDIT CORPORATION


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






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





<PAGE>


LENDERS (continued):              CIT LENDING SERVICES CORPORATION


                                  By: /s/ Michael V. Monahan
                                      ------------------------------------------
                                      Name:   Michael V. Monahan
                                             -----------------------------------
                                      Title:  Vice President
                                             -----------------------------------






<PAGE>


LENDERS (continued):              IBM CREDIT CORPORATION


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





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