EXHIBIT 2.2

UNITED STATES BANKRUPTCY COURT
FOR THE SOUTHERN DISTRICT OF OHIO
EASTERN DIVISION

In re: Chapter 11

HORIZON PCS, INC., et al., Case Nos. 03-62424, 03-62425 and
03-62426
Debtors and Debtors-in-Possession
Jointly Administered
(Case No. 03-62424)

Judge: Charles M. Caldwell

JOINT PLAN OF REORGANIZATION OF HORIZON PCS, INC., HORIZON PERSONAL
COMMUNICATIONS, INC. AND BRIGHT PERSONAL COMMUNICATIONS
SERVICES, LLC UNDER CHAPTER 11 OF THE BANKRUPTCY CODE

DATED AS OF SEPTEMBER 20, 2004

SIDLEY AUSTIN BROWN & WOOD LLP PORTER WRIGHT MORRIS & ARTHUR LLP
Shalom L. Kohn Jack R. Pigman
Bojan Guzina Huntington Center
Bank One Plaza 41 South High Street
10 South Dearborn Street Columbus, Ohio 43215-6194
Chicago, Illinois 60603 Telephone: (614) 227-2000
Telephone: (312) 853-7000 Facsimile: (614) 227-2100
Facsimile: (312) 853-7036

Counsel to the Debtors and Debtors-in-Possession

TABLE OF CONTENTS

ARTICLE I DEFINITIONS AND GENERAL PROVISIONS................................. 1

A. Definitions....................................................... 1

B. Interpretation.................................................... 15

C. Computation of Time............................................... 16

ARTICLE II CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS.............. 16

ARTICLE III TREATMENT OF CLASSIFIED CLAIMS AND INTERESTS...................... 18

3.1. Class 1A -- Priority Non-Tax Claims Against Horizon............... 18

(A) Classification........................................... 18

(B) Allowance................................................ 18

(D) Impairment and Voting.................................... 18

3.2. Class 2A -- Prepetition Secured Lender Claims Against Horizon..... 18

(A) Classification........................................... 18

(B) Allowance................................................ 18

(D) Impairment and Voting.................................... 19

3.3. Class 3A1 -- Prepetition Note Secured Claims...................... 19

(A) Classification........................................... 19

(B) Allowance................................................ 19

(D) Impairment and Voting.................................... 19

3.4. Class 3A2 -- Other Secured Claims Against Horizon................. 19

(A) Classification........................................... 19

(B) Allowance................................................ 19

(D) Impairment and Voting.................................... 20

3.5. Class 4A1 -- General Unsecured Trade Claims Against Horizon....... 20

(A) Classification........................................... 20

(B) Allowance................................................ 20

(D) Impairment and Voting......................................... 20

3.6. Class 4A2 -- Prepetition Note Deficiency Claims Against Horizon......... 20

(A) Classification................................................. 20

(B) Allowance...................................................... 20

(D) Impairment and Voting.......................................... 21

3.7. Class 5A -- Convenience Claims Against Horizon.......................... 21

(A) Classification................................................. 21

(B) Allowance...................................................... 21

(D) Convenience Claim Equity Election.............................. 21

(E) Convenience Class Election..................................... 21

(F) Impairment and Voting.......................................... 21

3.8. Class 6A1 -- Horizon Preferred Interests................................ 21

(A) Classification................................................. 21

(B) Treatment...................................................... 22

3.9. Class 6A2 -- Horizon Common Interests................................... 22

(A) Classification................................................. 22

(B) Treatment...................................................... 22

3.10. Class 1B -- Priority Non-Tax Claims Against Bright...................... 22

(A) Classification................................................. 22

(B) Allowance...................................................... 22

(D) Impairment and Voting.......................................... 23

3.11. Class 2B -- Prepetition Secured Lender Claims Against Bright............ 23

(A) Classification................................................. 23

(B) Allowance...................................................... 23

(D) Impairment and Voting.......................................... 23

3.12. Class 3B -- Other Secured Claims Against Bright......................... 23

(A) Classification................................................. 23

(B) Allowance...................................................... 23

(D) Impairment and Voting............................................... 24

3.13. Class 4B1 -- General Unsecured Trade Claims Against Bright................... 24

(A) Classification...................................................... 24

(B) Allowance........................................................... 24

(D) Impairment and Voting............................................... 24

3.14. Class 4B2 -- Prepetition Note Claims Against Bright.......................... 24

(A) Classification...................................................... 24

(B) Allowance........................................................... 24

(D) Impairment and Voting............................................... 25

3.15. Class 5B -- Convenience Claims Against Bright................................ 25

(A) Classification...................................................... 25

(B) Allowance........................................................... 25

(D) Convenience Claim Equity Election................................... 25

(E) Convenience Class Election.......................................... 25

(F) Impairment and Voting............................................... 25

3.16. Class 6B -- Intercompany Claims Against Bright............................... 25

(A) Classification...................................................... 25

(B) Treatment........................................................... 26

3.17. Class 7B -- Bright Interests................................................. 26

(A) Classification...................................................... 26

(B) Treatment........................................................... 26

3.18. Class 1C -- Priority Non-Tax Claims Against Percom........................... 26

(A) Classification...................................................... 26

(B) Allowance........................................................... 26

(D) Impairment and Voting............................................... 27

3.19. Class 2C -- Prepetition Secured Lender Claims Against Percom................. 27

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(A) Classification...................................................... 27

(B) Allowance........................................................... 27

(D) Impairment and Voting............................................... 27

3.20. Class 3C -- Other Secured Claims Against Percom.............................. 27

(A) Classification...................................................... 27

(B) Allowance........................................................... 27

(D) Impairment and Voting............................................... 28

3.21. Class 4C1 -- General Unsecured Trade Claims Against Percom................... 28

(A) Classification...................................................... 28

(B) Allowance........................................................... 28

(D) Impairment and Voting............................................... 28

3.22. Class 4C2 -- Prepetition Note Claims Against Percom.......................... 28

(A) Classification...................................................... 28

(B) Allowance........................................................... 28

(D) Impairment and Voting............................................... 29

3.23. Class 5C -- Convenience Claims Against Percom................................ 29

(A) Classification...................................................... 29

(B) Allowance........................................................... 29

(D) Convenience Claim Equity Election................................... 29

(E) Convenience Class Election.......................................... 29

(F) Impairment and Voting............................................... 29

3.24. Class 6C -- Intercompany Claims Against Percom............................... 29

(A) Classification...................................................... 30

(B) Treatment........................................................... 30

3.25. Class 7C -- Percom Interests................................................. 30

(A) Classification...................................................... 30

(B) Treatment........................................................... 30

ARTICLE IV TREATMENT OF UNCLASSIFIED CLAIMS.................................................... 30

4.1. Summary............................................................................. 30

4.2. Administrative Expense Claims....................................................... 30

4.3. Priority Tax Claims................................................................. 31

4.4. Professional Compensation Claims.................................................... 31

ARTICLE V TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES................................ 32

5.1. Assumption or Rejection of Executory Contracts and Unexpired Leases................. 32

5.2. Cure of Defaults in Connection with Assumption...................................... 32

5.3. Rejection Claims Bar Date........................................................... 32

5.4. Post-Petition Contracts and Leases.................................................. 33

ARTICLE VI MEANS FOR IMPLEMENTATION OF THE PLAN................................................ 33

6.1. Continued Corporate Existence....................................................... 33

6.2. Transfer of Note Proceeds........................................................... 33

6.3. Amended Certificates of Incorporation and Bylaws.................................... 33

6.4. Directors and Officers of the Reorganized Debtors................................... 34

(A) Board of Directors of the Reorganized Debtors.............................. 34

(B) Officers of the Reorganized Debtors........................................ 34

6.5. Employment Agreements and Incentive Compensation Programs........................... 34

6.6. Issuance of New Common Stock and Other Equity Interests............................. 35

(A) New Common Stock........................................................... 35

(B) Warrants................................................................... 35

(D) New Equity Interests in Reorganized Bright and Reorganized Percom.......... 35

6.7. Cancellation of Horizon and Subsidiary Interests and Other Instruments.............. 35

6.8. Distribution of Equity Interests in Reorganized Bright and Reorganized Percom....... 36

6.9. Corporate Action.................................................................... 36

6.10. Dissolution of the Committees....................................................... 36

6.11. Indenture Trustee Fees and Expenses................................................. 36

6.12. Post-Effective Date Indenture Trustee Fees and Expenses............................. 37

6.13. Pre-Effective Date Injunctions or Stays...................................... 37

6.14. Preservation of Causes of Action............................................. 37

6.15. Effectuating Documents; Further Transactions................................. 37

6.16. Exemption From Certain Transfer Taxes........................................ 37

ARTICLE VII DISTRIBUTIONS AND CLAIMS RECONCILIATION..................................... 38

7.1. Payment of Claims Allowed as of the Effective Date........................... 38

7.2. Distributions to Holders of Prepetition Secured Lender Claims................ 38

7.3. Distributions to Holders of General Unsecured Trade Claims, Prepetition
Note Claims and Intercompany Claims.......................................... 38

7.4. Distributions to Holders of Convenience Claims............................... 38

7.5. Time of Distributions........................................................ 39

7.6. No Interest on Allowed Claims................................................ 39

7.7. Claims Administration Responsibility......................................... 39

(A) Sole Responsibility of the Reorganized Debtors...................... 39

(B) Objections to Claims................................................ 39

7.8. Delivery of Distributions.................................................... 39

7.9. Bar Date For Certain Administrative Claims................................... 41

7.10. Procedures for Treating and Resolving Disputed and Contingent Claims......... 41

(A) No Distributions Pending Allowance.................................. 41

(B) Distribution Reserve................................................ 41

(D) No Recourse......................................................... 42

(E) Unliquidated and Contingent Claims.................................. 42

7.11. Compromises and Settlements.................................................. 42

7.12. Disbursing Agents............................................................ 42

7.13. De Minimis or Fractional Distributions....................................... 42

7.14. Setoffs and Recoupment....................................................... 43

7.15. Compliance with Tax Requirements............................................. 43

7.16. Allocation of Plan Distributions Between Principal and Interest.............. 43

ARTICLE VIII EFFECT OF THIS PLAN ON CLAIMS AND INTERESTS................................ 44

8.1. Revesting of Assets.......................................................... 44

8.2. Retention, Enforcement and Release of Causes of Action....................... 44

8.3. Discharge of Claims and Termination of Horizon and Subsidiary Interests...... 44

8.4. Release of Certain Parties by the Reorganized Debtors........................ 45

8.5. Exculpation and Limitation of Liability...................................... 45

8.6. Injunctions.................................................................. 46

8.7. Effect of Confirmation....................................................... 47

(A) Binding Effect...................................................... 47

(B) Filing of Reports................................................... 47

ARTICLE IX CONDITIONS PRECEDENT......................................................... 47

9.1. Conditions to Confirmation................................................... 47

9.2. Conditions to Occurrence of the Effective Date............................... 48

9.3. Waiver of Conditions to Confirmation or Consummation......................... 48

ARTICLE X RETENTION AND SCOPE OF JURISDICTION OF THE BANKRUPTCY COURT................... 48

10.1. Retention of Jurisdiction.................................................... 48

10.2. Alternative Jurisdiction..................................................... 50

ARTICLE XI MISCELLANEOUS PROVISIONS..................................................... 50

11.1. Modification of the Plan..................................................... 50

11.2. Terms Binding................................................................ 50

11.3. Successors and Assigns....................................................... 50

11.4. Confirmation Order and Plan Control.......................................... 50

11.5. Governing Law................................................................ 51

11.6. Severability................................................................. 51

11.7. Incorporation by Reference................................................... 51

11.8. Payment of Statutory Fees.................................................... 51

11.9. Notice....................................................................... 51

11.10.Reservation of Rights........................................................ 53

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Horizon PCS, Inc. ("Horizon"), Horizon Personal Communications, Inc.
("Percom"), and Bright Personal Communications Services, LLC ("Bright"), each a
debtor and debtor-in-possession herein (collectively, the "Debtors"), hereby
propose the following Joint Plan of Reorganization Under Chapter 11 of the
Bankruptcy Code (the "Plan").

ARTICLE I

DEFINITIONS AND GENERAL PROVISIONS

A DEFINITIONS. The following terms (which appear in this Plan as
capitalized terms) shall have the meanings set forth below. Any capitalized term
used in this Plan that is not defined herein, but is defined in the Bankruptcy
Code or the Bankruptcy Rules, shall have the meaning ascribed to that term in
the Bankruptcy Code or the Bankruptcy Rules.

1.1. "Administrative Expense Claim" means a Claim for payment of an
administrative expense of the kind described in section 503(b) of the Bankruptcy
Code and entitled to priority under section 507(a)(1) of the Bankruptcy Code,
including, without limitation, (a) any actual and necessary expenses of
preserving the Estates, (b) any actual and necessary costs and expenses,
incurred on or after the Petition Date, of operating the businesses of the
Debtors, (c) any actual indebtedness or obligations incurred or assumed by the
Debtors during the pendency of the Chapter 11 Cases in the ordinary course of
business, (d) any actual expenses necessary or appropriate to facilitate or
effectuate this Plan, (e) any amount required to be paid under section 365(b)(1)
of the Bankruptcy Code in connection with the assumption of executory contracts
or unexpired leases pursuant to the Plan, (f) all Professional Compensation
Claims to the extent allowed by the Bankruptcy Court under sections 328, 330 or
503 of the Bankruptcy Code, (g) all post-petition Intercompany Claims accorded
priority pursuant to section 364 of the Bankruptcy Code or the Cash Management
Order, including the Intercompany Administrative Claim, and (h) all fees and
charges payable by the Debtors or the Reorganized Debtors pursuant to Section
1930 of title 28 of the United States Code.

1.2. "Agent" means Wachovia Bank, National Association (successor by
merger to First Union National Bank), in its capacity as administrative agent
for the Prepetition Secured Lenders.

1.3. "Allowed" means, with respect to Claims and Interests, (a) any
Claim against or Interest in any of the Debtors with respect to which a proof of
claim or interest was timely filed, or by order of the Bankruptcy Court is not
or will not be required to be filed, (b) unless otherwise ordered by the
Bankruptcy Court, any Claim or Interest that has been or is hereafter listed in
the Schedules as neither disputed, contingent or unliquidated, and for which no
proof of claim has been timely filed, or (c) any Claim or Interest allowed
pursuant to the Plan; provided, however, that with respect to any Claim or
Interest described in clauses (a) or (b) above, such Claim or Interest shall be
allowed only if (i) no objection to allowance thereof has been interposed within
the applicable period of time fixed by the Plan, the Bankruptcy Code, the
Bankruptcy Rules or the Bankruptcy Court or (ii) such an objection is so
interposed and the Claim or Interest is nevertheless allowed by an order of the
Bankruptcy Court (but only if such allowance was not solely for the purpose of
voting to accept or reject the Plan). Unless otherwise specified in the Plan or
in an order of the Bankruptcy Court allowing such Claim, "Allowed" in reference
to a Claim shall not include (a) any interest on the amount of such Claim

accruing from and after the Petition Date, (b) any punitive or exemplary
damages, or (c) any fine, penalty or forfeiture.

1.4. "Allowed Amount" means, with respect to a Claim against any
Debtor, the amount of such Claim as may be agreed to by the Debtors and the
holder thereof or as may be determined pursuant to an order of the Bankruptcy
Court in accordance with the provisions of the Bankruptcy Code and Article VII
of this Plan.

1.5. "Amended Certificates of Incorporation and Bylaws" has the
meaning ascribed in Section 6.3 of this Plan.

1.6. "Assets" means all property of the Estates pursuant to section
541 of the Bankruptcy Code, of any nature whatsoever, including, without
limitation, all Cash, Causes of Action, claims of right, Interests, and
property, real and personal, tangible and intangible, wherever situated as such
properties exist on the Effective Date or thereafter, but excluding all Claims
released, waived or extinguished pursuant to this Plan or a Final Order of the
Bankruptcy Court.

1.7. "Avoidance Action" means any Cause of Action of the Estates
arising out of or maintainable pursuant to sections 510, 542, 543, 544, 546,
547, 548, 549, 550 or 553 of the Bankruptcy Code or applicable state law,
regardless of whether such action was commenced prior to the Effective Date.

1.8. "Ballot" means each of the ballot forms for voting to accept or
reject this Plan distributed by the Debtors to all holders of impaired Claims
entitled to vote on this Plan.

1.9. "Bankruptcy Code" means the United States Bankruptcy Code, 11
U.S.C.Sections 101 et seq., as amended from time to time, to the extent
applicable to the Chapter 11 Cases.

1.10. "Bankruptcy Court" means the United States Bankruptcy Court
for the Southern District of Ohio, Eastern Division, in which the Chapter 11
Cases were filed, or any other court that exercises jurisdiction over the
Chapter 11 Cases.

1.11. "Bankruptcy Rules" means the Federal Rules of Bankruptcy
Procedure and any local rules and standing orders of the Bankruptcy Court, as
amended from time to time, to the extent applicable to the Chapter 11 Cases.

1.12. "Bar Date" means, as applicable, either (i) January 16, 2004,
the final date and time for all Persons holding or asserting certain Claims
against any of the Debtors to file proofs of claim on account of such Claims,
(ii) such other date as the Bankruptcy Court may fix as the final date and time
for filing proofs of claim on account of Rejection Claims pursuant to Section
5.3 of this Plan, or (iii) such other date as the Bankruptcy Court may fix as
the final date and time for filing proofs of claim on account of Administrative
Expense Claims pursuant to Section 7.9 of this Plan.

1.13. "Bondholders Committee" means the Official Bondholders
Committee appointed by the Office of the United States Trustee on or about
August 28, 2003 pursuant to section 1102(a) of the Bankruptcy Code.

1.14. "Bright" means Bright Personal Communications Services, LLC,
an Ohio limited liability company and one of the Debtors in the Chapter 11
Cases.

1.15. "Bright Interest" means the interest of any holder of equity
securities of Bright, whether or not transferable, or any options, warrants, or
rights, contractual or otherwise, obligating Bright to issue, transfer,
purchase, redeem, or sell any equity securities, any claims arising from the
rescission of a purchase, sale or other acquisition of any equity security (or
any right, claim, or interest in and to any equity security) of Bright, and any
claims for damages or any other relief arising from the purchase, sale, or other
acquisition of Bright's equity securities.

1.16. "Business Day" means any day other than a Saturday, Sunday or
"legal holiday" as such term is defined in Bankruptcy Rule 9006(a).

1.17. "Cash" means legal tender of the United States of America and
equivalents thereof.

1.18. "Cash Collateral Order" means, collectively, (a) the Interim
Order Authorizing Debtors' Limited Use of Cash Collateral Pursuant to 11 U.S.C.
section 363 and Granting Replacement Liens, Adequate Protection and
Administrative Expense Priority to Certain Pre-Petition Secured Parties, dated
August 19, 2003, as modified and extended by an order dated September 17, 2003;
(b) the Final Order Authorizing Debtors' Limited Use of Cash Collateral Pursuant
to 11 U.S.C. Section 363 and Granting Replacement Liens, Adequate Protection and
Administrative Expense Priority to Certain Pre-Petition Secured Parties, dated
October 1, 2003; (c) the First Amended Final Order Authorizing Debtors' Limited
Use of Cash Collateral Pursuant to 11 U.S.C. Section 363 and Granting
Replacement Liens, Adequate Protection and Administrative Expense Priority to
Certain Pre-Petition Parties, dated February 19, 2004; (d) the Second Amended
Final Order Authorizing Debtors' Limited Use of Cash Collateral Pursuant to 11
U.S.C. Section 363 and Granting Replacement Liens, Adequate Protection and
Administrative Expense Priority to Certain Prepetition Secured Parties, dated
June 1, 2004; (e) the Third Amended Final Order Authorizing Debtors' Limited Use
of Cash Collateral Pursuant to 11 U.S.C. Section 363 and Granting Replacement
Liens, Adequate Protection and Administrative Expense Priority to Certain
Prepetition Secured Parties, dated July 29, 2004; and (f) any subsequent orders
of the Bankruptcy Court amending, modifying, extending or supplementing or
otherwise establishing the terms and conditions under which the Debtors may use
the Prepetition Secured Lenders' cash collateral under the Prepetition Credit
Agreement.

1.19. "Cash Management Order" means the Final Order Pursuant to 11
U.S.C. Sections 105(a) and 364(b) Granting Administrative Priority Status to
Intercompany Claims and Authorizing the Debtors to (I) Continue Using a
Centralized Cash Management System and (II) Maintain Pre-Petition Bank Accounts,
Business Forms and Investment Guidelines, entered by the Bankruptcy Court on or
about October 1, 2003.

1.20. "Causes of Action" means any and all actions and causes of
action of the Estates, including, without limitation, all Avoidance Actions,
suits, accounts, controversies, agreements, promises, rights to legal remedies,
rights to equitable remedies, rights to payment and claims, whether known,
unknown, reduced to judgment, not reduced to judgment, liquidated, unliquidated,
fixed, contingent, matured, unmatured, disputed, undisputed, secured or
unsecured and whether asserted or assertable, directly or derivatively, in law,
equity or otherwise.

1.21. "Chapter 11 Cases" means the voluntary reorganization
proceedings of the Debtors under chapter 11 of the Bankruptcy Code, Case Nos.
03-62424 through 03-62426, filed with the Bankruptcy Court on the Petition Date
and jointly administered under Case No. 03-62424.

1.22. "Claim" means a claim against any of the Debtors, whether or
not asserted, as defined in section 101(5) of the Bankruptcy Code.

1.23. "Claims Objection Deadline" means the later of sixty (60) days
after the Confirmation Date or thirty (30) days after the filing of any Claim,
including any Rejection Claim; provided, however, that the Claims Objection
Deadline shall not apply to any Claim filed after the applicable Bar Date.

1.24. "Class" means a category or group of substantially similar
Claims or Interests as designated in Articles II and III of this Plan.

1.25. "Class 4 Shares of New Common Stock" means approximately nine
million (9,000,000) shares of New Common Stock to be distributed to (i) the
holders of Allowed General Unsecured Claims, Allowed Convenience Claims and
Allowed Intercompany Claims against any of the Debtors and (ii) Houlihan Lokey,
on account of the Houlihan Lokey Transaction Fee, in accordance with the
treatment provisions set forth in Article III and Section 4.4 of this Plan.

1.26. "Collateral" means any property or interest in property of the
Estates subject to a Lien to secure the payment or performance of a Claim, which
Lien is not subject to avoidance or otherwise invalid under the Bankruptcy Code
or applicable state law.

1.27. "Committees" means, collectively, the Bondholders Committee
and the Trade Committee.

1.28. "Compensation Documents" has the meaning ascribed to it in
Section 6.5 of this Plan.

1.29. "Confirmation Date" means the date on which the Bankruptcy
Court enters the Confirmation Order with respect to the Chapter 11 Cases.

1.30. "Confirmation Hearing" means the hearing held by the
Bankruptcy Court pursuant to section 1128 of the Bankruptcy Code to consider
confirmation of this Plan, as such hearing may be adjourned or continued from
time to time.

1.31. "Confirmation Order" means an order of the Bankruptcy Court
confirming this Plan pursuant to section 1129 of the Bankruptcy Code.

1.32. "Contract Rejection Schedule" means the schedule of executory
contracts and unexpired leases to be rejected by the Debtors pursuant to
sections 365(a) and 1123 of the Bankruptcy Code, which schedule was filed with
the Bankruptcy Court on September 15, 2004, and, to the extent that each
executory contract or unexpired lease listed in the Contract Rejection Schedule
relates to the use or occupancy or real property, (i) any modifications,
amendments, supplements, restatements, or other agreements made directly or
indirectly by any agreement,

instrument, or other document that in any manner affects such executory contract
or unexpired lease, without regard to whether such agreement, instrument, or
other document is listed in the Contract Rejection Schedule, and (ii) any
executory contracts or unexpired leases appurtenant to the premises listed in
the Contract Rejection Schedule, including all easements, licenses, permits,
rights, privileges, immunities, options, rights of first refusal, powers, uses,
reciprocal easement agreements, and any other interests in real estate or rights
in rem relating to such premises to the extent any of the foregoing are
executory contracts or unexpired leases, unless any of the foregoing agreements
are expressly assumed by the Debtors prior to the Effective Date.

1.33. "Convenience Claim" means (a) any Allowed General Unsecured
Trade Claim in an amount equal to or less than $75,000.00 or (b) any Allowed
General Unsecured Trade Claim in an amount greater than $75,000.00 whose holder
has agreed to reduce its Claim to $75,000.00 in accordance with the Convenience
Class Election.

1.34. "Convenience Claim Equity Election" means the election
available to holders of Allowed Convenience Claims pursuant to Sections 3.7,
3.15 and 3.23 of this Plan.

1.35. "Convenience Class Election" means the election available to
holders of Allowed General Unsecured Trade Claims in an amount greater than
$75,000.00 pursuant to sections 3.7, 3.15 and 3.23 of this Plan.

1.36. "Convenience Percentage" means twenty-four percent (24%).

1.37. "Cure Amount" means an amount agreed to by the Debtors and the
non-debtor party to any executory contract or unexpired lease assumed pursuant
to this Plan or, absent such agreement, an amount to be determined by the
Bankruptcy Court pursuant to a motion filed by the Debtors or the non-debtor
party to any assumed executory contract or unexpired lease on or before the 45th
day after the Effective Date, or such other time as may be agreed upon by the
parties or as ordered by the Bankruptcy Court or another court of competent
jurisdiction, as sufficient to satisfy the Debtors' obligations under section
365(b) of the Bankruptcy Code with respect to the Debtors' assumption of such
executory contract or unexpired lease in accordance with the provisions of
Article V of this Plan.

1.38. "Debtors" means, collectively, Horizon PCS, Inc., Horizon
Personal Communications, Inc. and Bright Personal Communications Services, LLC,
each of which is a Debtor in the Chapter 11 Cases.

1.39. "Debtors-in-Possession" means the Debtors in their capacities
as debtors-in-possession in the Chapter 11 Cases under sections 1101, 1107(a)
and 1108 of the Bankruptcy Code.

1.40. "Disbursing Agent" means one or more disbursing agents which
the Debtors may elect to designate prior to the Effective Date in consultation
with the Committees for the purpose of receiving and making Distributions to
holders of Allowed Claims under and as provided in Article VII of this Plan.

1.41. "Disclosure Statement" means the disclosure statement with
respect to this Plan, as approved by the Bankruptcy Court pursuant to section
1125 of the Bankruptcy Court, and all supplements, schedules and exhibits
thereto.

1.42. "Disputed Claim" means any Claim against a Debtor to the
extent that (a) the allowance of such Claim or any portion thereof is the
subject of an objection, appeal or motion to disallow or estimate that has been
timely filed by a party in interest and which objection, appeal or motion has
not been determined by an order of the Bankruptcy Court, (b) such Claim is
scheduled by the Debtors in the Schedules as disputed, contingent and/or
unliquidated, (c) during the period prior to the Claims Objection Deadline, such
Claim is in excess of the amount scheduled by the Debtors in the Schedules as
other than disputed, contingent and/or unliquidated, or (d) such Claim is filed
after the applicable Bar Date.

1.43. "Distribution" means any distribution by the Debtors or the
Reorganized Debtors to the holders of Allowed Claims pursuant to Article VII of
this Plan.

1.44. "Distribution Date" means (a) the Initial Distribution Date,
(b) the first Business Day after the end of the months of March, June,
September, and December, commencing with the first such date to occur more that
ninety (90) days after the Effective Date and until the Final Distribution Date,
and (c) the Final Distribution Date; provided, however, that (i) a Distribution
Date (other than the Initial Distribution Date and Final Distribution Date)
shall not occur if the aggregate value of the scheduled Distributions on account
of all Allowed Claims on any Distribution Date is less than $100,000, in which
case the amount to be distributed shall be retained and added to the amount to
be distributed on the next Distribution Date, and (ii) any General Unsecured
Claim or Convenience Claim that becomes an Allowed Claim less than twenty (20)
Business Days prior to a Distribution Date shall be treated as a Disputed Claim
for purposes of the Distribution occurring on such Distribution Date and shall
not receive a Distribution until the Distribution Date immediately succeeding
such Distribution Date.

1.45. "Distribution Reserve" means the Class 4 Shares of New Common
Stock to be held for Distribution pending allowance of Disputed Claims in
accordance with Section 7.10 of this Plan.

1.46. "Documentation Agent" means Fortis Capital Corp. in its
capacity as documentation agent for the Prepetition Secured Lenders.

1.47. "Effective Date" means the date specified by the Debtors in a
notice filed with the Bankruptcy Court as the date on which the Plan shall take
effect, which date shall not be more than five (5) Business Days after the later
of (i) the date on which the Confirmation Order shall have been entered and is
no longer subject to any stay; and (ii) the date on which the conditions to the
Effective Date provided for in Article IX of this Plan have been satisfied or
waived.

1.48. "Escrow Account" means the escrow account established pursuant
to the Escrow Agreement to maintain the proceeds of the Note Offering and
certain other amounts related thereto.

1.49. "Escrow Agent" means the escrow agent under the Escrow
Agreement, including any replacement or successor appointed pursuant to the
terms thereof.

1.50. "Escrow Agreement" means the escrow agreement to be entered
into by and among Escrow Company, Escrow Agent and the indenture trustee under
the New Notes Indenture to govern the disposition of the Escrow Deposit,
including, without limitation, the proceeds of the Note Offering, which escrow
agreement shall be in substantially the form included in the Plan Supplement.

1.51. "Escrow Company" means Horizon PCS Escrow Company, a
wholly-owned, indirect subsidiary of Horizon formed to facilitate the Note
Offering.

1.52. "Escrow Deposit" means the amount of Cash in the Escrow
Account, including, without limitation, the proceeds of the Note Offering.

1.53. "Estates" means the estates of the Debtors, individually or
collectively, as is appropriate in the context, created by the commencement of
the Chapter 11 Cases pursuant to section 541 of the Bankruptcy Code and
consisting of all Assets of the Debtors.

1.54. "Exculpated Parties" has the meaning ascribed to it in Section
8.5 of this Plan.

1.55. "Final Distribution" means the Distribution by the Debtors or
the Reorganized Debtors that satisfies all remaining Allowed Claims in
accordance with the Plan.

1.56. "Final Distribution Date" means the Distribution Date, which
shall be after the date on which all remaining Disputed Claims have been
resolved by Final Order, on which the Final Distribution is made by the Debtors
or the Reorganized Debtors.

1.57. "Final Order" means an order or judgment of the Bankruptcy
Court or other court of competent jurisdiction with respect to the subject
matter (a) that has not been reversed, stayed, modified or amended and as to
which (i) any right to appeal or seek certiorari, review, reargument, stay or
rehearing has been waived or (ii) the time to appeal or seek certiorari, review,
reargument, stay or rehearing has expired and no appeal or petition for
certiorari, review, reargument, stay or rehearing is pending or (b) as to which
an appeal has been taken or petition for certiorari, review, reargument, stay or
rehearing has been filed and (i) such appeal or petition for certiorari, review,
reargument, stay or rehearing has been resolved by the highest court to which
the order or judgment was appealed or from which certiorari, review, reargument,
stay or rehearing was sought or (ii) the time to further appeal or seek
certiorari, further review, reargument, stay or rehearing has expired and no
such further appeal or petition for certiorari, further review, reargument, stay
or rehearing is pending.

1.58. "General Unsecured Claim" means a Claim that is not an
Administrative Expense Claim, a Convenience Claim, an Intercompany Claim, an
Other Secured Claim, a Prepetition Note Secured Claim, a Prepetition Secured
Lender Claim, a Priority Non-Tax Claim, a Priority Tax Claim, or a Professional
Compensation Claim.

1.59. "General Unsecured Trade Claim" means a General Unsecured
Claim other than a Prepetition Note Claim.

1.60. "Holding Company" means Horizon PCS Escrow Holding Company, a
wholly-owned, direct subsidiary of Horizon formed to facilitate the Note
Offering.

1.61. "Horizon" means Horizon PCS, Inc., a Delaware corporation and
one of the Debtors in the Chapter 11 Cases.

1.62. "Horizon Common Interest" means a Horizon Interest other than
a Horizon Preferred Interest.

1.63. "Horizon Interest" means the interest of any holder of equity
securities of Horizon represented by any issued and outstanding shares of
common, preferred or convertible preferred stock or other instrument evidencing
a present ownership interest in Horizon, whether or not transferable, or any
options, warrants, or rights, contractual or otherwise, obligating Horizon to
issue, transfer, purchase, redeem, or sell any shares of capital stock or other
equity securities, any rights under any stock option plans, voting agreements
and registration rights agreements regarding equity securities of Horizon, any
claims arising from the rescission of a purchase, sale or other acquisition of
any common stock or other equity security (or any right, claim, or interest in
and to any common stock or equity security) of Horizon, any claims for the
payment of dividends on any shares of common, preferred or convertible preferred
stock of Horizon, and any claims for damages or any other relief arising from
the purchase, sale, or other acquisition of Horizon's common stock or other
equity security.

1.64. "Horizon Preferred Interest" means the interest of any holder
of equity securities of Horizon represented by any issued and outstanding shares
of Horizon's preferred or convertible preferred stock, whether or not
transferable, or any options, warrants, or rights, contractual or otherwise,
obligating Horizon to issue, transfer, purchase, redeem, or sell any shares of
preferred or convertible preferred stock, any rights under any stock option
plans, voting agreements and registration rights agreements regarding preferred
or convertible preferred stock of Horizon, any claims arising from the
rescission of a purchase, sale or other acquisition of preferred or convertible
preferred stock (or any right, claim, or interest in and to any preferred or
convertible preferred stock) of Horizon, any claims for the payment of dividends
on any shares of preferred or convertible preferred stock of Horizon, and any
claims for damages or any other relief arising from the purchase, sale, or other
acquisition of Horizon's preferred or convertible preferred stock.

1.65. "Houlihan Lokey" means Houlihan Lokey Howard & Zukin Capital
in its capacity as financial advisor to the Bondholders Committee.

1.66. "Houlihan Lokey Transaction Fee" means the transaction fee
payable to Houlihan Lokey, in an amount equal to 1.5% of all Distributions on
account of Prepetition Note Claims (excluding Prepetition Note Secured Claims)
under this Plan, pursuant to the Final Order Authorizing Official Bondholders
Committee of Horizon PCS, Inc., et al. to Retain Houlihan Lokey Howard & Zukin
Capital as Financial Advisor, Nunc Pro Tunc to August 28, 2003, entered by the
Bankruptcy Court on or about November 26, 2003.

1.67. "Indenture Trustees" means, collectively, (a) Wells Fargo Bank
Minnesota, National Association, in its capacity as trustee under that certain
indenture dated as of September 26, 2000, by and among the Debtors and Wells
Fargo Bank Minnesota, National Association, and (b) Deutsche Bank National Trust
Company, in its capacity as successor trustee under that certain indenture dated
as of December 7, 2001, by and among the Debtors and Wells Fargo Bank Minnesota,
National Association.

1.68. "Indenture Trustee Charging Lien" means any Lien or other
priority in payment or right available to the Indenture Trustees pursuant to the
Prepetition Note Indentures or otherwise available to the Indenture Trustees
under applicable law, for the payment of Indenture Trustee Fees and Expenses.

1.69. "Indenture Trustee Fees and Expenses" means the reasonable
fees and documented out-of-pocket costs and expenses, including the reasonable
fees and expenses of legal counsel, incurred by the Indenture Trustees after the
Petition Date and through and including the Effective Date, including the fees
and expenses incurred by Wells Fargo in its capacity as escrow agent under the
Pledge and Escrow Agreement.

1.70. "Individual Debtor Value" means the enterprise value of a
particular Debtor herein, less the Distributions on account of any Allowed
Convenience Claims against such Debtor, calculated after taking into account any
recoveries on account of Allowed Intercompany Claims held by such Debtor,
including the Intercompany Administrative Claim, but subject to the
subordination of prepetition Intercompany Claims in the event that all Voting
Classes accept the Plan, as described in Sections 3.16 and 3.24 of this Plan.

1.71. "Initial Distribution Date" means the first Business Day that
is ten (10) days after the Effective Date.

1.72. "Intercompany Administrative Claim" means the Intercompany
Claim between Bright against Percom which reflects the difference between (a)
the net Cash transferred after the Petition Date from Bright to Percom and (b)
the sum of (i) the direct expenses of Bright paid by Percom on a post-petition
basis and (ii) a reasonable allocation to Bright of general corporate overheads
and reorganization expenses incurred or paid by Percom on behalf of the Debtors,
plus or minus (c) any other pertinent post-petition intercompany transfers
between Bright and Percom.

1.73. "Intercompany Claim" means a Claim by a Debtor against another
Debtor.

1.74. "Interest" means the interest of any holder of equity
securities of any of the Debtors represented by any issued and outstanding
shares of common or preferred stock or other instrument evidencing a present
ownership interest in such Debtor, whether or not transferable, or any options,
warrants, or rights, contractual or otherwise, obligating such Debtor to issue,
transfer, purchase, redeem, or sell any equity securities, any rights under any
stock option plans, voting agreements and registration rights agreements
regarding equity securities of any Debtor, any claims arising from the
rescission of a purchase, sale or other acquisition of any equity security (or
any right, claim, or interest in and to any equity security) of such Debtor, and
any claims for damages or any other relief arising from the purchase, sale, or
other acquisition of such Debtor's equity securities.

1.75. "Lien" means, with respect to any interest in property, any
mortgage, lien, pledge, charge, security interest, easement or encumbrance of
any kind whatsoever affecting such interest in property.

1.76. "Management Incentive Plan" means an incentive plan,
substantially in the form filed with the Bankruptcy Court on September 7, 2004,
as it may be amended or modified by the Debtors and the Bondholders Committee on
or before the Effective Date, pursuant to which, among other provisions, the
Reorganized Debtors will reserve approximately one million (1,000,000) shares of
New Common Stock for issuance to certain members of management and other
employees of the Reorganized Debtors upon the exercise of options to be granted
thereunder, or upon the grant of a stock award thereunder, on or after the
Effective Date.

1.77. "New Common Stock" means the common stock of Reorganized
Horizon, par value $0.01 per share, to be authorized pursuant to Section 6.6 of
this Plan.

1.78. "New Common Stock Registration Rights Agreement" means a
registration rights agreement entered into among Reorganized Horizon and certain
initial holders of New Common Stock who are or may be deemed to be "affiliates"
or "underwriters" of Reorganized Horizon for purposes of the Securities Act,
which agreement shall be in substantially the form included in the Plan
Supplement, as it may be amended or modified by the Debtors and the Bondholders
Committee on or before the Effective Date.

1.79. "New Noteholder" means any Person that holds notes issued
pursuant to the New Notes Indenture, the indenture trustee under the New Notes
Indenture, and the joint book-running managers for the Note Offering.

1.80. "New Notes" means the 11.375% Senior Notes due 2012, issued by
Escrow Company pursuant to the New Notes Indenture on July 19, 2004 in the
aggregate principal amount of $125,000,000.

1.81. "New Notes Indenture" means that certain indenture that will
be executed by Escrow Company in connection with the Note Offering, as such
indenture may be amended, supplemented, or otherwise modified from time to time,
which indenture shall be in substantially the form included in the Plan
Supplement.

1.82. "New Notes Purchase Agreement" means a purchase agreement by
and among Escrow Company, the Debtors, and the joint book-running managers for
the Note Offering, which agreement shall be in substantially the form included
in the Plan Supplement.

1.83. "New Notes Registration Rights Agreement" means a registration
rights agreement entered into by Escrow Company and the Debtors for the benefit
of the New Noteholders, which agreement shall be in substantially the form
included in the Plan Supplement.

1.84. "Note Offering" means the issuance and sale of the New Notes
by Escrow Company in a transaction under Rule 144A of the Securities Act, as
approved by the Bankruptcy Court pursuant to the Note Offering Order.

1.85. "Note Offering Order" means the order approving the Debtors'
participation in the Note Offering, entered by the Bankruptcy Court on or about
June 2, 2004.

1.86. "Note Proceeds" means the net proceeds received by Escrow
Company pursuant to the Note Offering.

1.87. "Other Secured Claim" means a Secured Claim other than a
Prepetition Secured Lender Claim or a Prepetition Note Secured Claim.

1.88. "Percom" means Horizon Personal Communications, Inc., an Ohio
Corporation and one of the Debtors in the Chapter 11 Cases.

1.89. "Percom Interest" means the interest of any holder of common
stock or other equity securities of Percom, whether or not transferable, or any
options, warrants, or rights, contractual or otherwise, obligating Percom to
issue, transfer, purchase, redeem, or sell any common stock or other equity
securities, any claims arising from the rescission of a purchase, sale or other
acquisition of any common stock or other equity security (or any right, claim,
or interest in and to any equity security) of Percom, and any claims for damages
or any other relief arising from the purchase, sale, or other acquisition of
Percom's equity securities.

1.90. "Person" means any person, including, without limitation, any
individual, partnership, joint venture, association, corporation, limited
liability company, limited liability partnership company, trust, estate,
unincorporated organization or governmental unit.

1.91. "Petition Date" means August 15, 2003, the date on which the
Debtors commenced the Chapter 11 Cases.

1.92. "Plan" means this Joint Plan of Reorganization Under Chapter
11 of the Bankruptcy Code and all addenda, exhibits, schedules and other
attachments hereto, all of which are incorporated herein by reference, as the
same may be amended from time to time.

1.93. "Plan Proponents" means the Debtors as proponents of this
Plan.

1.94. "Plan Supplement" means the supplemental appendix to the Plan
that contains the Amended Certificates of Incorporation and Bylaws, the New
Notes Indenture, the New Notes Purchase Agreement, the New Common Stock
Registration Rights Agreement, the New Notes Registration Rights Agreement, and
the Escrow Agreement, which supplement was filed with the Bankruptcy Court on
July 28, 2004.

1.95. "Pledge and Escrow Account" means Wells Fargo Account No.
11986801, maintained by Wells Fargo in its capacity as escrow agent under the
Pledge and Escrow Agreement, which account holds the Prepetition Note Collateral
subject to a first priority Lien for the equal and ratable benefit of the
holders of Prepetition Note Claims against Horizon.

1.96. "Pledge and Escrow Agreement" means that certain pledge and
escrow agreement, dated as of December 7, 2001, by and among the Debtors and
Wells Fargo Bank Minnesota, National Association, in its capacity as escrow
agent.

1.97. "Prepetition Credit Agreement" means that certain Credit
Agreement dated as of September 26, 2000 by and among Percom and Bright as
borrowers, Horizon as guarantor, the Syndication Agent, the Documentation Agent,
the Agent and the Prepetition Secured Lenders, as amended, supplemented or
otherwise modified from time to time, and all documents executed in connection
therewith.

1.98. "Prepetition Note Claim" means a Claim against any of the
Debtors arising under or pursuant to the Prepetition Notes or the Prepetition
Note Indentures.

1.99. "Prepetition Note Collateral" means all principal and interest
held in the Pledge and Escrow Account as of the Petition Date, which funds are
secured by a first priority Lien for the equal and ratable benefit of the
holders of Prepetition Note Claims against Horizon.

1.100. "Prepetition Note Deficiency Claim" means a Prepetition Note
Claim against Horizon for the difference between (a) the aggregate amount of
such Prepetition Note Claim against Horizon that is Allowed and (b) the portion
of such Allowed Prepetition Note Claim that is a Prepetition Note Secured Claim.

1.101. "Prepetition Note Indentures" means, collectively, (a) that
certain indenture dated as of September 26, 2000 and (b) that certain indenture
dated as of December 7, 2001, each by and among the Debtors and Wells Fargo Bank
Minnesota, National Association as Indenture Trustee, as such indentures may
have been amended, supplemented, or otherwise modified from time to time.

1.102. "Prepetition Note Secured Claim" means that portion of a
Prepetition Note Claim against Horizon that is secured by a first priority Lien
in the Prepetition Note Collateral.

1.103. "Prepetition Notes" means, collectively, (a) the 14% senior
discount notes due October 1, 2010, issued by the Debtors on September 26, 2000
in the face amount of $295,000,000 pursuant to the applicable Prepetition Note
Indenture, and (b) the 13.75% senior notes due June 15, 2011, issued by the
Debtors on December 7, 2001 in the principal amount of $175,000,000 pursuant to
the applicable Prepetition Note Indenture.

1.104. "Prepetition Secured Lenders" means those entities that are
from time to time party to the Prepetition Credit Agreement and are holders of
the Prepetition Secured Lender Claims.

1.105. "Prepetition Secured Lender Claim" means any Secured Claim
arising under or pursuant to the Prepetition Credit Agreement, exclusive of any
default rate interest that may be due under the Prepetition Credit Agreement,
but including any post-petition interest and fees accruing at the non-default
rate that remain unpaid as of the Effective Date.

1.106. "Priority Non-Tax Claim" means any Claim which is entitled to
priority pursuant to section 507(a) of the Bankruptcy Code (other than
Administrative Expense Claims, Priority Tax Claims and Professional Compensation
Claims).

1.107. "Priority Tax Claim" means any Claim of a governmental unit
of the kind entitled to priority in payment under section 507(a)(8) of the
Bankruptcy Code.

1.108. "Professional Compensation Claim" means any Claim for
compensation, indemnification or reimbursement of expenses incurred by
professionals retained by the Debtors and the Committees pursuant to sections
327, 328, 330, 331 or 503(b) of the Bankruptcy Code in connection with the
Chapter 11 Cases.

1.109. "Pro Rata" means, with reference to any Distribution on
account of any Allowed Claim in any Class, a Distribution equal in amount to the
ratio (expressed as a percentage) that the amount of such Claim bears to the
aggregate amount of all Allowed Claims in the same Class.

1.110. "Pro Rata Convenience Class Share" means either (i) with
respect to Horizon, the ratio (expressed as a percentage) that the amount of any
Allowed Convenience Claim against Horizon bears to the aggregate amount of (x)
all Allowed General Unsecured Trade Claims, (y) all Allowed Prepetition Note
Claims, and (z) all Allowed Convenience Claims against Horizon or (ii) with
respect to Bright and Percom, the ratio (expressed as a percentage) that the
amount of any Allowed Convenience Claim or Allowed Intercompany Claim against
either Bright or Percom, as the case may be, bears to the aggregate amount of
(w) all Allowed General Unsecured Trade Claims, (x) all Allowed Prepetition Note
Claims, (y) all Allowed Convenience Claims, plus (z) all Allowed Intercompany
Claims against Bright or Percom, as the case may be; provided, however, that in
each case, payment of the Houlihan Lokey Transaction Fee shall be taken into
account in determining the amount of Class 4 Shares of New Common Stock
available for Distribution to holders of Allowed General Unsecured Claims,
Allowed Convenience Claims and Allowed Intercompany Claims against any of the
Debtors.

1.111. "Pro Rata Share" means either (i) with respect to Horizon,
the ratio (expressed as a percentage) that the amount of any Allowed General
Unsecured Trade Claim, Allowed Prepetition Note Claim, or Allowed Convenience
Claim against Horizon, as the case may be, bears to the aggregate amount of (a)
all Allowed General Unsecured Trade Claims (if Class 4A1 has not accepted the
Plan) plus (b) all Allowed Prepetition Note Claims plus (c) all Allowed
Convenience Claims against Horizon (if Class 5A has not accepted the Plan); or
(ii) with respect to Bright and Percom, the ratio (expressed as a percentage)
that the amount of any Allowed General Unsecured Trade Claim, Allowed
Prepetition Note Claim, or Allowed Convenience Claim against either Bright or
Percom, as the case may be, bears to the aggregate amount of (w) all Allowed
General Unsecured Trade Claims (if Class 4B1 or 4C1, as the case may be, has not
accepted the Plan) plus (x) All Allowed Prepetition Note Claims plus (y) all
Allowed Convenience Claims (if Class 5B or 5C, as the case may be, has not
accepted the Plan) plus (z) all Allowed Intercompany Claims against Bright or
Percom, as the case may be; provided, however, that in each case, payment of the
Houlihan Lokey Transaction Fee shall be taken into account in determining the
amount of Class 4 Shares of New Common Stock available for Distribution to
holders of Allowed General Unsecured Claims, Allowed Convenience Claims and
Allowed Intercompany Claims against any of the Debtors.

1.112. "Protected Parties" has the meaning ascribed to it in Section
8.6 of this Plan.

1.113. "Record Date" means July 28, 2004.

1.114. "Rejection Claim" means any Claim against the Debtors arising
from the rejection of an executory contract or unexpired lease, including any
Claim of a lessor for damages resulting from the rejection of a lease of
nonresidential real property calculated in accordance with section 502(b)(6) of
the Bankruptcy Code.

1.115. "Released Parties" has the meaning ascribed to it in Section
8.4 of this Plan.

1.116. "Reorganized Bright" means Bright as it will be reorganized
as of the Effective Date in accordance with this Plan.

1.117. "Reorganized Debtors" means the Debtors as they will be
reorganized as of the Effective Date in accordance with this Plan.

1.118. "Reorganized Horizon" means Horizon as it will be reorganized
as of the Effective Date in accordance with this Plan.

1.119. "Reorganized Percom" means Percom as it will be reorganized
as of the Effective Date in accordance with this Plan.

1.120. "Retained Actions" means all claims, Causes of Action, rights
of action, suits and proceedings, whether in law or in equity, whether known or
unknown, which any Debtor or any Estate may hold against any Person (other than
the Released Parties) including, without limitation, (a) all claims and Causes
of Action brought prior to the Effective Date, (b) all claims and Causes of
Action against any Person for failure to pay for products and services rendered
by any of the Debtors, and (c) all claims and Causes of Action seeking the
recovery of any of the Debtors' or the Reorganized Debtors' accounts receivable
or other receivables or rights to payment created or arising in the ordinary
course of any of the Debtors' or the Reorganized Debtors' businesses; provided,
however, that the foregoing definition shall not include any Avoidance Actions
or any Causes of Action explicitly released, waived or extinguished under this
Plan or by Final Order of the Bankruptcy Court entered prior to the Effective
Date.

1.121. "Schedules" means, with respect to any Debtor, the schedules
of assets and liabilities filed by such Debtor with the Bankruptcy Court on or
about October 14, 2003 pursuant to Bankruptcy Rule 1007, as such schedules have
been or may be amended or supplemented by the Debtors from time to time.

1.122. "Secured Claim" means a Claim secured by a Lien on Collateral
to the extent of the value of such Collateral (a) as set forth in the Plan, (b)
as agreed to by the holder of such Claim and the Debtors, or (c) as determined
by a Final Order of the Bankruptcy Court in accordance with section 506(a) of
the Bankruptcy Code or, in the event that such Claim is subject to setoff under
section 553 of the Bankruptcy Code, to the extent of such setoff.

1.123. "Securities Act" means the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder.

1.124. "Subsidiary Interests" means, collectively, Bright Interests
and Percom Interests.

1.125. "Substantive Consolidation Order" means an order of the
Bankruptcy Court that some or all of the Debtors should be deemed substantively
consolidated.

1.126. "Syndication Agent" means Westdeutsche Landesbank
Girozentrale, New York Branch, in its capacity as syndication agent and arranger
for the Prepetition Secured Lenders.

1.127. "Trade Committee" means the Official Committee of Creditors
Holding Unsecured Claims, appointed by the Office of the United States Trustee
on or about August 28, 2003 pursuant to section 1102(a) of the Bankruptcy Code.

1.128. "Trade Cash Recovery Percentage" means sixteen percent (16%).

1.129. "Trade Cash Recovery" means, with respect to each Allowed
General Unsecured Trade Claim, Cash in an amount equal to the product of the
Allowed General Unsecured Trade Claim times the Trade Cash Recovery Percentage.

1.130. "Trade Stock Recovery Percentage" means eight percent (8%).

1.131. "Trade Stock Recovery" means, with respect to each Allowed
General Unsecured Claim, the number of Class 4 Shares of New Common Stock as
shall equal the product of the Allowed General Unsecured Trade Claim times the
Trade Stock Recovery Percentage, divided by $19.44.

1.132. "Voting Classes" means those Classes of Claims that are
entitled to vote to accept or reject the Plan under section 1126 of the
Bankruptcy Code, consisting of Classes 4A1, 4B1 and 4C1 (General Unsecured Trade
Claims against Horizon, Bright and Percom, respectively), Classes 4A2, 4B2 and
4C2 (Prepetition Note Claims against Horizon, Bright and Percom, respectively),
Classes 5A, 5B and 5C (Allowed Convenience Claims against Horizon, Bright and
Percom, respectively), and Classes 6B and 6C (Allowed Intercompany Claims
against Bright and Percom, respectively).

1.133. "Voting Deadline" means the date set forth in an order of the
Bankruptcy Court as the deadline for the return of Ballots accepting or
rejecting this Plan.

1.134. "Wells Fargo" means Wells Fargo Bank, National Association,
successor by merger to Wells Fargo Bank Minnesota, National Association, in its
capacity as escrow agent under the Pledge and Escrow Agreement.

B. INTERPRETATION. For purposes of this Plan: (a) whenever
appropriate, each term stated herein, whether stated in the singular or the
plural, will include both the singular and the plural; (b) unless otherwise
provided in this Plan, any reference in this Plan to a contract, instrument,
release, indenture or other agreement or document being in a particular form or
on particular terms and conditions means that such document will be
substantially in such form or substantially on such terms and conditions; (c)
unless otherwise provided in this Plan, any reference in this Plan to an
existing document or exhibit means such document or exhibit, as it

may have been or may be amended, modified or supplemented pursuant to this Plan;
(d) unless otherwise specified herein, any reference to an entity as a holder of
a Claim includes that entity's successors, assigns and affiliates; (e) unless
otherwise specified, all references in this Plan to Sections, Articles,
schedules and exhibits are references to Sections, Articles, schedules and
exhibits of or to this Plan; (f) the words "herein", "hereto" and "hereunder"
refer to this Plan in its entirety rather than to a particular portion of this
Plan; (g) captions and headings to Articles and Sections of this Plan are
inserted for convenience of reference only and are not intended to limit or
otherwise affect the provisions of this Plan; and (h) the rules of construction
set forth in section 102 of the Bankruptcy Code shall apply to the construction
of this Plan.

C. COMPUTATION OF TIME. In computing any period of time prescribed
or allowed by this Plan, the provisions of Bankruptcy Rule 9006(a) shall apply.

ARTICLE II

CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS

Pursuant to sections 1122 and 1123(a)(1) of the Bankruptcy Code, the
categories of Claims and Interests set forth below classify all Claims against
and Interests in each of the Debtors for all purposes, including voting and
Distributions pursuant to the Plan. A Claim or Interest shall be deemed
classified in a particular Class for purposes of voting on, and of receiving
Distributions pursuant to, this Plan only to the extent that such Claim or
Interest qualifies within the description of that Class and shall be deemed
classified in a different Class to the extent that any remainder of such Claim
or Interest qualifies within the description of such different Class. A Claim or
Interest is in a particular Class only to the extent that such Claim or Interest
is Allowed in that Class and has not been paid, released or otherwise settled
prior to the Effective Date.

NOTHING IN THE PLAN OR THE DISCLOSURE STATEMENT SHALL CONSTITUTE OR
BE DEEMED TO CONSTITUTE AN ADMISSION THAT ANY ONE OF THE DEBTORS IS SUBJECT TO
OR LIABLE FOR ANY CLAIM AGAINST ANY OTHER DEBTOR. A CLAIM AGAINST MULTIPLE
DEBTORS, TO THE EXTENT ALLOWED IN EACH DEBTOR'S CHAPTER 11 CASE, WILL BE TREATED
AS A SEPARATE CLAIM AGAINST EACH DEBTOR'S ESTATE FOR ALL PURPOSES (INCLUDING,
BUT NOT LIMITED TO, VOTING AND DISTRIBUTIONS UNDER THIS PLAN), PROVIDED,
HOWEVER, THAT THE AGGREGATE RECOVERY ON ACCOUNT OF IDENTICAL CLAIMS AGAINST
MULTIPLE DEBTORS, AND THE AGGREGATE DISTRIBUTION ON ACCOUNT OF SUCH CLAIMS UNDER
THIS PLAN, SHALL NOT EXCEED THE LARGEST ALLOWED AMOUNT OF ANY SUCH CLAIM AGAINST
A SINGLE DEBTOR.

ALL CLAIMS AGAINST A PARTICULAR DEBTOR THAT ARE OR WERE HELD BY A
SINGLE HOLDER SHALL BE TREATED AS A SINGLE CLAIM FOR PURPOSES OF CLASSIFICATION
AND TREATMENT AS A CONVENIENCE CLAIM UNDER THIS PLAN, REGARDLESS OF WHETHER OR
NOT SUCH CLAIMS ARE SUBSEQUENTLY ASSIGNED, IN WHOLE OR IN PART, TO ANY OTHER
PERSON.

The classification of Claims against and Interests in the individual
Debtors pursuant to this Plan is as follows:

HORIZON PCS, INC.

CLASS CLAIM/INTEREST STATUS ENTITLED TO VOTE
- ----- ---------------------------------- ---------- ----------------

1A Priority Non-Tax Claims Unimpaired No
2A Prepetition Secured Lender Claims Unimpaired No
3A1 Prepetition Note Secured Claims Unimpaired No
3A2 Other Secured Claims Unimpaired No
4A1 General Unsecured Trade Claims Impaired Yes
4A2 Prepetition Note Deficiency Claims Impaired Yes
5A Convenience Claims Impaired Yes
6A1 Horizon Preferred Interests Impaired No
6A2 Horizon Common Interests Impaired No

BRIGHT PERSONAL COMMUNICATIONS SERVICES, LLC

CLASS CLAIM/INTEREST STATUS ENTITLED TO VOTE
- ----- ---------------------------------- ---------- ----------------

1B Priority Non-Tax Claims Unimpaired No
2B Prepetition Secured Lender Claims Unimpaired No
3B Other Secured Claims Unimpaired No
4B1 General Unsecured Trade Claims Impaired Yes
4B2 Prepetition Note Claims Impaired Yes
5B Convenience Claims Impaired Yes
6B Intercompany Claims Impaired Yes
7B Bright Interests Impaired No

HORIZON PERSONAL COMMUNICATIONS, INC.

CLASS CLAIM/INTEREST STATUS ENTITLED TO VOTE
- ----- ---------------------------------- ---------- ----------------

1C Priority Non-Tax Claims Unimpaired No
2C Prepetition Secured Lender Claims Unimpaired No
3C Other Secured Claims Unimpaired No
4C1 General Unsecured Trade Claims Impaired Yes
4C2 Prepetition Note Claims Impaired Yes
5C Convenience Claims Impaired Yes
6C Intercompany Claims Impaired Yes
7C Percom Interests Impaired No

In accordance with section 1123(a)(1) of the Bankruptcy Code,
Administrative Expense Claims, Priority Tax Claims, and Professional
Compensation Claims have not been classified and are excluded from the foregoing
Classes.

ARTICLE III

TREATMENT OF CLASSIFIED CLAIMS AND INTERESTS

HORIZON PCS, INC. (CLASSES 1A THROUGH 6A2)

3.1. Class 1A -- Priority Non-Tax Claims Against Horizon.

(A) Classification. Class 1A consists of all Priority Non-Tax
Claims against Horizon.

(B) Allowance. Claims in Class 1A shall be allowed or
disallowed in accordance with Section 7.7 of this Plan and applicable provisions
of the Bankruptcy Code and the Bankruptcy Rules.

(C) Treatment. The legal, equitable and contractual rights of
the holders of Allowed Priority Non-Tax Claims against Horizon shall remain
unaltered by this Plan. On the Effective Date, except to the extent a holder of
an Allowed Priority Non-Tax Claim against Horizon and the Debtors agree to a
different treatment of such Claim (in which event such agreement shall govern),
each holder of an Allowed Priority Non-Tax Claim against Horizon shall receive
on account of and in full and complete settlement, release and discharge of such
Claim, at the Reorganized Debtors' election, (i) Cash in the amount of such
Allowed Priority Non-Tax Claim in accordance with section 1129(a)(9) of the
Bankruptcy Code and/or (ii) such other treatment required to render such Claim
unimpaired pursuant to section 1124 of the Bankruptcy Code. All Allowed Priority
Non-Tax Claims against Horizon which are not due and payable on or before the
Effective Date shall be paid by the Reorganized Debtors when such Claims become
due and payable in the ordinary course of business in accordance with the terms
thereof.

(D) Impairment and Voting. Class 1A is unimpaired and the
holders of Claims in Class 1A are conclusively deemed to have accepted this Plan
pursuant to section 1126(f) of the Bankruptcy Code. Therefore, holders of Claims
in Class 1A are not entitled to vote to accept or reject this Plan.

3.2. Class 2A -- Prepetition Secured Lender Claims Against Horizon.

(A) Classification. Class 2A consists of all Prepetition
Secured Lender Claims against Horizon.

(B) Allowance. Claims in Class 2A shall be deemed Allowed
pursuant to this Plan as contingent guaranty Claims.

(C) Treatment. Prepetition Secured Lender Claims against
Horizon will be paid in full on the Effective Date out of the Estates of Bright
and Percom with funds (including the Note Proceeds) made available to
Reorganized Bright and Reorganized Percom by Reorganized Horizon. On the
Effective Date, each holder of an Allowed Prepetition Secured Lender Claim
against Horizon shall receive out of the Estates of Bright and Percom, on
account of and in full and complete settlement, release and discharge of such
Claim, a Cash payment in

an amount equal to one hundred percent (100%) of such holder's Allowed
Prepetition Secured Lender Claim, which payment shall be made to the Agent by
Reorganized Bright and Reorganized Percom to be distributed to the Prepetition
Secured Lenders pursuant to the terms of the Prepetition Credit Agreement. The
Prepetition Secured Lenders shall be entitled to retain all interest and fees
paid to the Agent during the Chapter 11 Cases under the Cash Collateral Order.

(D) Impairment and Voting. Class 2A is unimpaired and the
holders of Claims in Class 2A are conclusively deemed to have accepted this Plan
pursuant to section 1126(f) of the Bankruptcy Code. Therefore, holders of Claims
in Class 2A are not entitled to vote to accept or reject this Plan.

3.3. Class 3A1 -- Prepetition Note Secured Claims.

(A) Classification. Class 3A1 consists of all Prepetition Note
Secured Claims.

(B) Allowance. Claims in Class 3A1 shall be deemed Allowed
pursuant to this Plan.

(C) Treatment. Each holder of an Allowed Prepetition Note
Secured Claim shall receive, on account of and in full and complete settlement,
release and discharge of such Claim, on the Initial Distribution Date, such
holder's Pro Rata share of the Prepetition Note Collateral, after a deduction of
the Indenture Trustee Fees and Expenses pursuant to Section 6.11 of this Plan,
in accordance with and subject to the terms of the Pledge and Escrow Agreement.

(D) Impairment and Voting. Class 3A1 is unimpaired and the
holders of Claims in Class 3A1 are conclusively deemed to have accepted this
Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, holders of
Claims in Class 3A1 are not entitled to vote to accept or reject this Plan.

3.4. Class 3A2 -- Other Secured Claims Against Horizon.

(A) Classification. Class 3A2 consists of all Other Secured
Claims against Horizon.

(B) Allowance. Claims in Class 3A2 shall be deemed Allowed
pursuant to this Plan.

(C) Treatment. Each Allowed Claim in Class 3A2 shall, at the
sole option of the Debtors, be treated as follows: (i) the Plan will leave
unaltered the legal, equitable and contractual rights to which such Claim
entitles the holder thereof, (ii) the Debtors shall surrender all Collateral
securing an Allowed Other Secured Claim against Horizon to the holder of such
Claim, without representation or warranty by or recourse against the Debtors or
the Reorganized Debtors and in full and complete settlement, release and
discharge of such Claim, or (iii) notwithstanding any contractual provision or
applicable law that entitles the holder of an Allowed Other Secured Claim
against Horizon to demand or receive payment of such Claim prior to the stated
maturity of such Claim from and after the occurrence of a default, such

Allowed Claim in Class 3A2 will be reinstated and rendered unimpaired in
accordance with section 1124(2) of the Bankruptcy Code.

(D) Impairment and Voting. Class 3A2 is unimpaired and the
holders of Claims in Class 3A2 are conclusively deemed to have accepted this
Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, holders of
Claims in Class 3A2 are not entitled to vote to accept or reject this Plan.

3.5. Class 4A1 -- General Unsecured Trade Claims Against Horizon.

(A) Classification. Class 4A1 consists of all General
Unsecured Trade Claims against Horizon.

(B) Allowance. Claims in Class 4A1 shall be allowed or
disallowed in accordance with Section 7.7 of this Plan and applicable provisions
of the Bankruptcy Code and the Bankruptcy Rules.

(C) Treatment. If Class 4A1 accepts the Plan, each holder of
an Allowed General Unsecured Trade Claim against Horizon shall receive, on
account of and in full and complete settlement, release and discharge of such
Claim, on the later of (i) the Initial Distribution Date or (ii) the first
Distribution Date after the date on which such General Unsecured Trade Claim
becomes an Allowed Claim, the Trade Cash Recovery and the Trade Stock Recovery.
If Class 4A1 does not accept the Plan, each holder of an Allowed General
Unsecured Trade Claim against Horizon shall receive, on account of and in full
and complete settlement, release and discharge of such Claim, on the later of
(i) the Initial Distribution Date or (ii) the first Distribution Date after the
date on which such General Unsecured Trade Claim becomes an Allowed Claim, such
holder's Pro Rata Share of Horizon's Individual Debtor Value payable entirely in
Class 4 Shares of New Common Stock.

(D) Impairment and Voting. Class 4A1 is impaired and, pursuant
to section 1126 of the Bankruptcy Code, each holder of an Allowed General
Unsecured Trade Claim against Horizon is entitled to vote to accept or reject
this Plan.

3.6. Class 4A2 - Prepetition Note Deficiency Claims Against Horizon.

(A) Classification. Class 4A2 consists of all Prepetition Note
Deficiency Claims against Horizon.

(B) Allowance. Claims in Class 4A2 shall be allowed or
disallowed in accordance with Section 7.7 of this Plan and applicable provisions
of the Bankruptcy Code and the Bankruptcy Rules.

(C) Treatment. Each holder of an Allowed Prepetition Note
Deficiency Claim against Horizon shall receive, on account of and in full and
complete settlement, release and discharge of such Claim, as well as on account
of and in full and complete settlement, release and discharge of such holder's
Prepetition Note Claims against the other Debtors, on the Initial Distribution
Date, such holder's Pro Rata Share of Horizon's Individual Debtor Value (less
any portion of such Individual Debtor Value payable to holders of

General Unsecured Trade Claims in Class 4A1 if such Class accepts the Plan),
payable entirely in Class 4 Shares of New Common Stock.

(D) Impairment and Voting. Class 4A2 is impaired and, pursuant
to section 1126 of the Bankruptcy Code, each holder of an Allowed Prepetition
Note Deficiency Claim against Horizon is entitled to vote to accept or reject
this Plan.

3.7. Class 5A -- Convenience Claims Against Horizon.

(A) Classification. Class 5A consists of all Convenience
Claims against Horizon.

(B) Allowance. Claims in Class 5A shall be allowed or
disallowed in accordance with Section 7.7 of this Plan and applicable provisions
of the Bankruptcy Code and the Bankruptcy Rules.

(C) Treatment. On the later of (i) the Initial Distribution
Date and (ii) the date on which its Convenience Claim becomes an Allowed Claim,
each holder of an Allowed Convenience Claim against Horizon that does not make
the Convenience Claim Equity Election shall receive, on account of and in full
and complete settlement, release and discharge of such Claim, either (i) in the
event that the holders of Claims in Class 5A vote to accept this Plan, a Cash
payment out of Horizon's Estate in an amount equal to the Convenience Recovery
Percentage of such holder's Allowed Convenience Claim against Horizon, or (ii)
in the event that the holders of Claims in Class 5A vote to reject this Plan,
such holder's Pro Rata Share of Horizon's Individual Debtor Value, payable
entirely in Class 4 Shares of New Common Stock.

(D) Convenience Claim Equity Election. In lieu of the
treatment set forth in Section 3.7(C) of this Plan, each holder of a Convenience
Claim against Horizon may elect to receive, by written agreement between such
holder and the Debtors or by designation on such holder's Ballot submitted
before the Voting Deadline, such holder's Pro Rata Convenience Class Share of
Horizon's Individual Debtor Value, payable entirely in Class 4 Shares of New
Common Stock.

(E) Convenience Class Election. Each holder of a General
Unsecured Trade Claim against Horizon in an amount greater than $75,000.00 may
elect to reduce its claim to $75,000.00 and be treated as a holder of a
Convenience Claim against Horizon by written agreement between such holder and
the Debtors or by designation on such holder's Ballot submitted before the
Voting Deadline.

(F) Impairment and Voting. Class 5A is impaired and, pursuant
to section 1126 of the Bankruptcy Code, each holder of an Allowed Convenience
Claim against Horizon is entitled to vote to accept or reject this Plan.

3.8. Class 6A1 -- Horizon Preferred Interests.

(A) Classification. Class 6A1 consists of all Horizon
Preferred Interests.

(B) Treatment. Horizon Preferred Interests shall be cancelled
and duly extinguished on the Effective Date, and the holders of Horizon
Preferred Interests shall not be entitled to receive or retain any property on
account of such Interests.

(C) Impairment and Voting. Class 6A1 is impaired, but because
the holders of Horizon Preferred Interests are receiving no Distributions under
this Plan, holders of Horizon Preferred Interests are conclusively deemed to
have rejected this Plan pursuant to section 1126(g) of the Bankruptcy Code and
are thus not entitled to vote to accept or reject the Plan.

3.9. Class 6A2 -- Horizon Common Interests.

(A) Classification. Class 6A2 consists of all Horizon Common
Interests.

(B) Treatment. Horizon Common Interests shall be cancelled and
duly extinguished on the Effective Date, and the holders of Horizon Common
Interests shall not be entitled to receive or retain any property on account of
such Interests.

(C) Impairment and Voting. Class 6A2 is impaired, but because
the holders of Horizon Common Interests are receiving no Distributions under
this Plan, holders of Horizon Common Interests are conclusively deemed to have
rejected this Plan pursuant to section 1126(g) of the Bankruptcy Code and are
thus not entitled to vote to accept or reject the Plan.

BRIGHT PERSONAL COMMUNICATION SERVICES, LLC (CLASSES 1B THROUGH 7B)

3.10. Class 1B -- Priority Non-Tax Claims Against Bright.

(A) Classification. Class 1B consists of all Priority Non-Tax
Claims against Bright.

(B) Allowance. Claims in Class 1B shall be allowed or
disallowed in accordance with Section 7.7 of this Plan and applicable provisions
of the Bankruptcy Code and the Bankruptcy Rules.

(C) Treatment. The legal, equitable and contractual rights of
the holders of Allowed Priority Non-Tax Claims against Bright shall remain
unaltered by the Plan. On the Effective Date, except to the extent a holder of
an Allowed Priority Non-Tax Claim against Bright and the Debtors agree to a
different treatment of such Claim (in which event such agreement shall govern),
each holder of an Allowed Priority Non-Tax Claim against Bright shall receive on
account of and in full and complete settlement, release and discharge of such
Claim, at the Reorganized Debtors' election, (i) Cash in the amount of such
Allowed Priority Non-Tax Claim in accordance with section 1129(a)(9) of the
Bankruptcy Code and/or (ii) such other treatment required to render such Claim
unimpaired pursuant to section 1124 of the Bankruptcy Code. All Allowed Priority
Non-Tax Claims against Bright which are not due and payable on or before the
Effective Date shall be paid by the Reorganized Debtors when such Claims become
due and payable in the ordinary course of business in accordance with the terms
thereof.

(D) Impairment and Voting. Class 1B is unimpaired and the
holders of Claims in Class 1B are conclusively deemed to have accepted this Plan
pursuant to section 1126(f) of the Bankruptcy Code. Therefore, holders of Claims
in Class 1B are not entitled to vote to accept or reject this Plan.

3.11. Class 2B -- Prepetition Secured Lender Claims Against Bright.

(A) Classification. Class 2B consists of all Prepetition
Secured Lender Claims against Bright.

(B) Allowance. Claims in Class 2B shall be deemed Allowed
pursuant to this Plan.

(C) Treatment. Prepetition Secured Lender Claims against
Bright will be paid in full on the Effective Date out of the Estates of Bright
and Percom with funds (including the Note Proceeds) made available to
Reorganized Bright and Reorganized Percom by Reorganized Horizon. On the
Effective Date, each holder of an Allowed Prepetition Secured Lender Claim
against Bright shall receive out of the Estates of Bright and Percom, on account
of and in full and complete settlement, release and discharge of such Claim, a
Cash payment in an amount equal to one hundred percent (100%) of such holder's
Allowed Prepetition Secured Lender Claim, which payment shall be made to the
Agent by Reorganized Bright and Reorganized Percom to be distributed to the
Prepetition Secured Lenders pursuant to the terms of the Prepetition Credit
Agreement. The Prepetition Secured Lenders shall be entitled to retain all
interest and fees paid to the Agent during the Chapter 11 Cases under the Cash
Collateral Order.

(D) Impairment and Voting. Class 2B is unimpaired and the
holders of Claims in Class 2B are conclusively deemed to have accepted this Plan
pursuant to section 1126(f) of the Bankruptcy Code. Therefore, holders of Claims
in Class 2B are not entitled to vote to accept or reject this Plan.

3.12. Class 3B -- Other Secured Claims Against Bright.

(A) Classification. Class 3B consists of all Other Secured
Claims against Bright.

(B) Allowance. Claims in Class 3B shall be deemed Allowed
pursuant to this Plan.

(C) Treatment. Each Allowed Claim in Class 3B shall, at the
sole option of the Debtors, be treated as follows: (i) the Plan will leave
unaltered the legal, equitable and contractual rights to which such Claim
entitles the holder thereof, (ii) the Debtors shall surrender all Collateral
securing an Allowed Other Secured Claim against Bright to the holder of such
Claim, without representation or warranty by or recourse against the Debtors or
the Reorganized Debtors and in full and complete settlement, release and
discharge of such Claim, or (iii) notwithstanding any contractual provision or
applicable law that entitles the holder of an Allowed Other Secured Claim
against Bright to demand or receive payment of such Claim prior to the stated
maturity of such Claim from and after the occurrence of a default, such Allowed

Claim in Class 3B will be reinstated and rendered unimpaired in accordance with
section 1124(2) of the Bankruptcy Code.

(D) Impairment and Voting. Class 3B is unimpaired and the
holders of Claims in Class 3B are conclusively deemed to have accepted this Plan
pursuant to section 1126(f) of the Bankruptcy Code. Therefore, holders of Claims
in Class 3B are not entitled to vote to accept or reject this Plan.

3.13. Class 4B1 -- General Unsecured Trade Claims Against Bright.

(A) Classification. Class 4B1 consists of all General
Unsecured Trade Claims against Bright.

(B) Allowance. Claims in Class 4B1 shall be allowed or
disallowed in accordance with Section 7.7 of this Plan and applicable provisions
of the Bankruptcy Code and the Bankruptcy Rules.

(C) Treatment. If Class 4B1 accepts the Plan, each holder of
an Allowed General Unsecured Trade Claim against Bright shall receive, on
account of and in full and complete settlement, release and discharge of such
Claim, on the later of (i) the Initial Distribution Date or (ii) the first
Distribution Date after the date on which such General Unsecured Trade Claim
becomes an Allowed Claim, the Trade Cash Recovery and the Trade Stock Recovery.
If Class 4B1 does not accept the Plan, each holder of an Allowed General
Unsecured Trade Claim against Bright shall receive, on account of and in full
and complete settlement, release and discharge of such Claim, on the later of
(i) the Initial Distribution Date or (ii) the first Distribution Date after the
date on which such General Unsecured Trade Claim becomes an Allowed Claim, such
holder's Pro Rata Share of Bright's Individual Debtor Value payable entirely in
Class 4 Shares of New Common Stock.

(D) Impairment and Voting. Class 4B1 is impaired and, pursuant
to section 1126 of the Bankruptcy Code, each holder of an Allowed General
Unsecured Trade Claim against Bright is entitled to vote to accept or reject
this Plan.

3.14. Class 4B2 -- Prepetition Note Claims Against Bright.

(A) Classification. Class 4B2 consists of all Prepetition Note
Claims against Bright.

(B) Allowance. Claims in Class 4B2 have been allowed by order
of the Bankruptcy Court in the aggregate amount of $400,246,961.30.

(C) Treatment. Each holder of an Allowed Prepetition Note
Claim against Bright shall receive, on account of and in full and complete
settlement, release and discharge of such Claim, as well as on account of and in
full and complete settlement, release and discharge of such holder's Prepetition
Note Claims against the other Debtors, on the Initial Distribution Date, such
holder's Pro Rata Share of Bright's Individual Debtor Value (less any portion of
such Individual Debtor Value payable to holders of General Unsecured Trade
Claims

in Class 4B1 if such Class accepts the Plan), payable entirely in Class 4 Shares
of New Common Stock.

(D) Impairment and Voting. Class 4B2 is impaired and, pursuant
to section 1126 of the Bankruptcy Code, each holder of an Allowed General
Unsecured Note Claim against Bright is entitled to vote to accept or reject this
Plan.

3.15. Class 5B -- Convenience Claims Against Bright.

(A) Classification. Class 5B consists of all Convenience
Claims against Bright.

(B) Allowance. Claims in Class 5B shall be allowed or
disallowed in accordance with Section 7.7 of this Plan and applicable provisions
of the Bankruptcy Code and the Bankruptcy Rules.

(C) Treatment. On the later of (i) the Initial Distribution
Date and (ii) the date on which its Convenience Claim becomes an Allowed Claim,
each holder of an Allowed Convenience Claim against Bright that does not make
the Convenience Claim Equity Election shall receive, on account of and in full
and complete settlement, release and discharge of such Claim, either (i) in the
event that the holders of Claims in Class 5B vote to accept this Plan, a Cash
payment out of Bright's Estate in an amount equal to the Convenience Recovery
Percentage of such holder's Allowed Convenience Claim against Bright, or (ii) in
the event that the holders of Claims in Class 5B vote to reject this Plan, such
holder's Pro Rata Convenience Class Share of Bright's Individual Debtor Value,
payable entirely in Class 4 Shares of New Common Stock.

(D) Convenience Claim Equity Election. In lieu of the
treatment set forth in Section 3.15(C) of this Plan, each holder of a
Convenience Claim against Bright may elect to receive, by written agreement
between such holder and the Debtors or by designation on such holder's Ballot
submitted before the Voting Deadline, such holder's Pro Rata Convenience Class
Share of Bright's Individual Debtor Value, payable entirely in Class 4 Shares of
New Common Stock.

(E) Convenience Class Election. Each holder of a General
Unsecured Trade Claim against Bright in an amount greater than $75,000.00 may
elect to reduce its claim to $75,000.00 and be treated as a holder of a
Convenience Claim against Bright by written agreement between such holder and
the Debtors or by designation on such holder's Ballot submitted before the
Voting Deadline.

(F) Impairment and Voting. Class 5B is impaired and, pursuant
to section 1126 of the Bankruptcy Code, each holder of an Allowed Convenience
Claim against Bright is entitled to vote to accept or reject this Plan.

3.16. Class 6B -- Intercompany Claims Against Bright.

(A) Classification. Class 6B consists of all Intercompany
Claims against Bright.

(B) Treatment. Assuming that all Voting Classes accept the
Plan, holders of Allowed Intercompany Claims against Bright in Class 6B shall
consent to the subordination of their prepetition Intercompany Claims against
Bright under section 510(c) of the Bankruptcy Code, in which case such holders
shall receive no Distributions under this Plan on account of their Claims;
provided, however, that if one or more Voting Classes fails to accept the Plan,
each holder of an Allowed Intercompany Claim against Bright shall receive, on
the Initial Distribution Date, on account of and in full and complete
settlement, release and discharge of such Claim, such holder's Pro Rata Share of
Bright's Individual Debtor Value, payable entirely in Class 4 Shares of New
Common Stock, which shares shall be distributed directly to the creditors of
such holders of Allowed Intercompany Claims against Bright.

(C) Impairment and Voting. Class 6B is impaired and, pursuant
to section 1126 of the Bankruptcy Code, each holder of an Allowed Intercompany
Claim against Bright is entitled to vote to accept or reject this Plan.

3.17. Class 7B -- Bright Interests.

(A) Classification. Class 7B consists of all Bright Interests.

(B) Treatment. Bright Interests shall be cancelled and duly
extinguished on the Effective Date, and the holders of Bright Interests shall
not be entitled to receive or retain any property on account of such Interests.

(C) Impairment and Voting. Class 7B is impaired, but because
the holders of Bright Interests are receiving no Distributions under this Plan,
holders of Bright Interests are conclusively deemed to have rejected this Plan
pursuant to section 1126(g) of the Bankruptcy Code and are thus not entitled to
vote to accept or reject the Plan.

HORIZON PERSONAL COMMUNICATIONS, INC. (CLASSES 1C THROUGH 7C)

3.18. Class 1C -- Priority Non-Tax Claims Against Percom.

(A) Classification. Class 1C consists of all Priority Non-Tax
Claims against Percom.

(B) Allowance. Claims in Class 1C shall be allowed or
disallowed in accordance with Section 7.7 of this Plan and applicable provisions
of the Bankruptcy Code and the Bankruptcy Rules.

(C) Treatment. The legal, equitable and contractual rights of
the holders of Allowed Priority Non-Tax Claims against Percom shall remain
unaltered by the Plan. On the Effective Date, except to the extent a holder of
an Allowed Priority Non-Tax Claim against Percom and the Debtors agree to a
different treatment of such Claim (in which event such agreement shall govern),
each holder of an Allowed Priority Non-Tax Claim against Percom shall receive on
account of and in full and complete settlement, release and discharge of such
Claim, at the Reorganized Debtors' election, (i) Cash in the amount of such
Allowed Priority Non-Tax Claim in accordance with section 1129(a)(9) of the
Bankruptcy Code and/or (ii) such other treatment required to render such Claim
unimpaired pursuant to section 1124 of the

Bankruptcy Code. All Allowed Priority Non-Tax Claims against Percom which are
not due and payable on or before the Effective Date shall be paid by the
Reorganized Debtors when such Claims become due and payable in the ordinary
course of business in accordance with the terms thereof.

(D) Impairment and Voting. Class 1C is unimpaired and the
holders of Claims in Class 1C are conclusively deemed to have accepted this Plan
pursuant to section 1126(f) of the Bankruptcy Code. Therefore, holders of Claims
in Class 1C are not entitled to vote to accept or reject this Plan.

3.19. Class 2C -- Prepetition Secured Lender Claims Against Percom.

(A) Classification. Class 2C consists of all Prepetition
Secured Lender Claims against Percom.

(B) Allowance. Claims in Class 2C shall be deemed Allowed
pursuant to this Plan.

(C) Treatment. Prepetition Secured Lender Claims against
Percom will be paid in full on the Effective Date out of the Estates of Bright
and Percom with funds (including the Note Proceeds) made available to
Reorganized Bright and Reorganized Percom by Reorganized Horizon. On the
Effective Date, each holder of an Allowed Prepetition Secured Lender Claim
against Percom shall receive out of the Estates of Bright and Percom, on account
of and in full and complete settlement, release and discharge of such Claim, a
Cash payment in an amount equal to one hundred percent (100%) of such holder's
Allowed Prepetition Secured Lender Claim, which payment shall be made to the
Agent by Reorganized Bright and Reorganized Percom to be distributed to the
Prepetition Secured Lenders pursuant to the terms of the Prepetition Credit
Agreement. The Prepetition Secured Lenders shall be entitled to retain all
interest and fees paid to the Agent during the Chapter 11 Cases under the Cash
Collateral Order.

(D) Impairment and Voting. Class 2C is unimpaired and the
holders of Claims in Class 2C are conclusively deemed to have accepted this Plan
pursuant to section 1126(f) of the Bankruptcy Code. Therefore, holders of Claims
in Class 2C are not entitled to vote to accept or reject this Plan.

3.20. Class 3C -- Other Secured Claims Against Percom.

(A) Classification. Class 3C consists of all Other Secured
Claims against Percom.

(B) Allowance. Claims in Class 3C shall be deemed Allowed
pursuant to this Plan.

(C) Treatment. Each Allowed Claim in Class 3C shall, at the
sole option of the Debtors, be treated as follows: (i) the Plan will leave
unaltered the legal, equitable and contractual rights to which such Claim
entitles the holder thereof, (ii) the Debtors shall surrender all Collateral
securing an Allowed Other Secured Claim against Percom to the holder of such
Claim, without representation or warranty by or recourse against the Debtors or
the

Reorganized Debtors and in full and complete settlement, release and discharge
of such Claim, or (iii) notwithstanding any contractual provision or applicable
law that entitles the holder of an Allowed Other Secured Claim against Percom to
demand or receive payment of such Claim prior to the stated maturity of such
Claim from and after the occurrence of a default, such Allowed Claim in Class 3C
will be reinstated and rendered unimpaired in accordance with section 1124(2) of
the Bankruptcy Code.

(D) Impairment and Voting. Class 3C is unimpaired and the
holders of Claims in Class 3C are conclusively deemed to have accepted this Plan
pursuant to section 1126(f) of the Bankruptcy Code. Therefore, holders of Claims
in Class 3C are not entitled to vote to accept or reject this Plan.

3.21. Class 4C1 -- General Unsecured Trade Claims Against Percom.

(A) Classification. Class 4C1 consists of all General
Unsecured Trade Claims against Percom.

(B) Allowance. Claims in Class 4C1 shall be allowed or
disallowed in accordance with Section 7.7 of this Plan and applicable provisions
of the Bankruptcy Code and the Bankruptcy Rules.

(C) Treatment. If Class 4C1 accepts the Plan, each holder of
an Allowed General Unsecured Trade Claim against Percom shall receive, on
account of and in full and complete settlement, release and discharge of such
Claim, on the later of (i) the Initial Distribution Date or (ii) the first
Distribution Date after the date on which such General Unsecured Trade Claim
becomes an Allowed Claim, the Trade Cash Recovery and the Trade Stock Recovery.
If Class 4C1 does not accept the Plan, each holder of an Allowed General
Unsecured Trade Claim against Percom shall receive, on account of and in full
and complete settlement, release and discharge of such Claim, on the later of
(i) the Initial Distribution Date or (ii) the first Distribution Date after the
date on which such General Unsecured Trade Claim becomes an Allowed Claim, such
holder's Pro Rata Share of Percom's Individual Debtor Value payable entirely in
Class 4 Shares of New Common Stock.

(D) Impairment and Voting. Class 4C1 is impaired and, pursuant
to section 1126 of the Bankruptcy Code, each holder of an Allowed General
Unsecured Trade Claim against Percom is entitled to vote to accept or reject
this Plan.

3.22. Class 4C2 -- Prepetition Note Claims Against Percom.

(A) Classification. Class 4C2 consists of all Prepetition Note
Claims against Percom.

(B) Allowance. Claims in Class 4C2 have been allowed by order
of the Bankruptcy Court in the aggregate amount of $400,246,961.30.

(C) Treatment. Each holder of an Allowed Prepetition Note
Claim against Percom shall receive, on account of and in full and complete
settlement, release and discharge of such Claim, as well as on account of and in
full and complete settlement, release

and discharge of such holder's Prepetition Note Claims against the other
Debtors, on the Initial Distribution Date, such holder's Pro Rata Share of
Percom's Individual Debtor Value (less any portion of such Individual Debtor
Value payable to holders of General Unsecured Trade Claims in Class 4C1 if such
Class accepts the Plan), payable entirely in Class 4 Shares of New Common Stock.

(D) Impairment and Voting. Class 4C2 is impaired and, pursuant
to section 1126 of the Bankruptcy Code, each holder of an Allowed General
Unsecured Note Claim against Percom is entitled to vote to accept or reject this
Plan.

3.23. Class 5C -- Convenience Claims Against Percom.

(A) Classification. Class 5C consists of all Convenience
Claims against Percom.

(B) Allowance. Claims in Class 5C shall be allowed or
disallowed in accordance with Section 7.7 of this Plan and applicable provisions
of the Bankruptcy Code and the Bankruptcy Rules.

(C) Treatment. On the later of (i) the Initial Distribution
Date and (ii) the date on which its Convenience Claim becomes an Allowed Claim,
each holder of an Allowed Convenience Claim against Percom that does not make
the Convenience Claim Equity Election shall receive, on account of and in full
and complete settlement, release and discharge of such Claim, either (i) in the
event that the holders of Claims in Class 5C vote to accept this Plan, a Cash
payment out of Percom's Estate in an amount equal to the Convenience Recovery
Percentage of such holder's Allowed Convenience Claim against Percom, or (ii) in
the event that the holders of Claims in Class 5C vote to reject this Plan, such
holder's Pro Rata Convenience Class Share of Percom's Individual Debtor Value,
payable entirely in Class 4 Shares of New Common Stock.

(D) Convenience Claim Equity Election. In lieu of the
treatment set forth in Section 3.23(C) of this Plan, each holder of a
Convenience Claim against Percom may elect to receive, by written agreement
between such holder and the Debtors or by designation on such holder's Ballot
submitted before the Voting Deadline, such holder's Pro Rata Convenience Class
Share of Percom's Individual Debtor Value payable entirely in Class 4 Shares of
New Common Stock.

(E) Convenience Class Election. Each holder of a General
Unsecured Trade Claim against Percom in an amount greater than $75,000.00 may
elect to reduce its claim to $75,000.00 and be treated as a holder of a
Convenience Claim against Percom by written agreement between such holder and
the Debtors or by designation on such holder's Ballot submitted before the
Voting Deadline.

(F) Impairment and Voting. Class 5C is impaired and, pursuant
to section 1126 of the Bankruptcy Code, each holder of an Allowed Convenience
Claim against Percom is entitled to vote to accept or reject this Plan.

3.24. Class 6C -- Intercompany Claims Against Percom.

(A) Classification. Class 6C consists of all Intercompany
Claims against Percom.

(B) Treatment. Assuming that all Voting Classes accept the
Plan, holders of Allowed Intercompany Claims against Percom in Class 6C shall
consent to the subordination of their prepetition Intercompany Claims against
Percom under section 510(c) of the Bankruptcy Code, in which case such holders
shall receive no Distributions under this Plan on account of their Claims;
provided, however, that if one or more Voting Classes fails to accept the Plan,
each holder of an Allowed Intercompany Claim against Percom shall receive, on
account of and in full and complete settlement, release and discharge of such
Claim, on the Initial Distribution Date, such holder's Pro Rata Share of
Percom's Individual Debtor Value, payable entirely in Class 4 Shares of New
Common Stock, which shall be distributed directly to the creditors of such
holders of Allowed Intercompany Claims against Percom.

(C) Impairment and Voting. Class 6C is impaired and, pursuant
to section 1126 of the Bankruptcy Code, each holder of an Allowed Intercompany
Claim against Percom is entitled to vote to accept or reject this Plan.

3.25. Class 7C -- Percom Interests.

(A) Classification. Class 7C consists of all Percom Interests.

(B) Treatment. Percom Interests shall be cancelled and duly
extinguished on the Effective Date, and the holders of Percom Interests shall
not be entitled to receive or retain any property on account of such Interests.

(C) Impairment and Voting. Class 7C is impaired, but because
the holders of Percom Interests are receiving no Distributions under this Plan,
holders of Percom Interests are conclusively deemed to have rejected this Plan
pursuant to section 1126(g) of the Bankruptcy Code and are thus not entitled to
vote to accept or reject the Plan.

ARTICLE IV

TREATMENT OF UNCLASSIFIED CLAIMS

4.1. Summary. Pursuant to section 1123(a)(1) of the Bankruptcy Code,
Administrative Expense Claims, Priority Tax Claims, and Professional
Compensation Claims against the Debtors are not classified for purposes of
voting on, or receiving Distributions under, this Plan, and the holders of such
unclassified Claims are thus not entitled to vote to accept or reject the Plan.
All such Claims are instead treated separately in accordance with this Article
IV and the requirements set forth in section 1129(a)(9)(A) of the Bankruptcy
Code.

4.2. Administrative Expense Claims. Subject to certain additional
requirements for professionals set forth in Section 4.4 of this Plan, the
Reorganized Debtors will pay to each holder of an Allowed Administrative Expense
Claim, on account of and in full and complete settlement, release and discharge
of such Claim, Cash equal to the full unpaid amount of such Allowed
Administrative Expense Claim on either (a) the latest of (i) the Initial
Distribution Date, (ii) the date such Claim becomes an Allowed Administrative
Expense Claim,

or (iii) such other date as may be agreed upon by the Reorganized Debtors and
the holder of such Claim, or (b) on such other date as the Bankruptcy Court may
order; provided, however, that Allowed Administrative Expense Claims incurred by
the Debtors in the ordinary course of business (including Administrative Expense
Claims of governmental units for taxes) will be assumed by the Reorganized
Debtors on the Effective Date and paid, performed or otherwise settled by the
Reorganized Debtors when due in accordance with the terms and conditions of the
particular agreements or non-bankruptcy law governing such obligations.
Notwithstanding anything to the contrary herein, (i) there shall be no
Distributions under this Plan to the holders of the Intercompany Administrative
Claim, and (ii) the Intercompany Administrative Claim shall instead be taken
into account in calculating the respective Individual Debtor Values of Bright
and Percom.

4.3. Priority Tax Claims. Unless otherwise agreed to by the Debtors
and the holder of an Allowed Priority Tax Claim (in which event such other
agreement shall govern), each holder of an Allowed Priority Tax Claim against
any of the Debtors that is due and payable on or before the Effective Date shall
receive, on account of and in full and complete settlement, release and
discharge of such Claim, in the Debtors' sole discretion, (i) Cash equal to the
amount of such Allowed Priority Tax Claim on the later of the Initial
Distribution Date and the date such Priority Tax Claim becomes an Allowed Claim,
or as soon thereafter as practicable, or (ii) deferred Cash payments made on the
last Business Day of every three-month period following the Effective Date, over
a period not exceeding six (6) years after the date of assessment of the tax on
which such Claim is based, totaling the principal amount of such Allowed
Priority Tax Claim, plus simple interest on any outstanding balance from the
Effective Date calculated at the interest rate available on ninety (90) day
United States Treasuries on the Effective Date; provided, however, that the
interest rate on deferred Cash payments on account of Priority Tax Claims filed
by the State of Ohio, Department of Taxation and the Tennessee Department of
Revenue, to the extent such Claims are ultimately Allowed, shall be 4% per
annum. All Allowed Priority Tax Claims against any of the Debtors which are not
due and payable on or before the Effective Date shall be paid in the ordinary
course of business by the Reorganized Debtors in accordance with the terms
thereof or accorded such other treatment as may be permitted under section
1129(a)(9) of the Bankruptcy Code.

4.4. Professional Compensation Claims. All Persons seeking an award
by the Bankruptcy Court of a Professional Compensation Claim incurred through
and including the Effective Date are required (unless otherwise ordered by the
Bankruptcy Court) to file final applications for the allowance of compensation
for services rendered and reimbursement of expenses incurred within thirty (30)
days after the Effective Date. Holders of Professional Compensation Claims that
file final applications in accordance with the Plan will be paid in full in Cash
in the amounts approved by the Bankruptcy Court: (a) on or as soon as reasonably
practicable following the later to occur of (i) the Effective Date and (ii) the
date on which the order relating to the allowance of any such Professional
Compensation Claim becomes a Final Order; or (b) on such other terms mutually
agreed upon by the Debtors or, as applicable, the Reorganized Debtors, and the
holder of an Allowed Professional Compensation Claim; provided, however, that
the Houlihan Lokey Transaction Fee shall be payable on the Initial Distribution
Date in Class 4 Shares of New Common Stock unless the Debtors and the
Bondholders Committee agree that the Houlihan Lokey Transaction Fee shall be
payable in Cash and such agreement is approved by the Bankruptcy Court.

ARTICLE V

TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

5.1. Assumption or Rejection of Executory Contracts and Unexpired
Leases. On the Effective Date, all executory contracts and unexpired leases to
which any of the Debtors is a party will be deemed assumed in accordance with
the provisions and requirements of sections 365 and 1123 of the Bankruptcy Code,
except those executory contracts and unexpired leases that (i) have previously
been rejected or assumed by the Debtors pursuant to an order of the Bankruptcy
Court, (ii) are the subject of a motion to assume or reject filed by the Debtors
on or before the Confirmation Date, or (iii) are listed in the Contract
Rejection Schedule. Entry of the Confirmation Order shall constitute approval by
the Bankruptcy Court of such assumption or rejection, as applicable, as of the
Effective Date pursuant to section 365(a) of the Bankruptcy Code. The Debtors
may identify additional executory contracts and unexpired leases that they wish
to reject and they hereby reserve the right to seek such rejection prior to the
Effective Date.

Any executory contracts or unexpired leases which (i) have not
expired by their own terms on or prior to the Effective Date, (ii) have not been
assumed, assumed and assigned, or rejected prior to the Effective Date, (iii)
have not been rejected pursuant to the terms of the Plan, or (iv) are not the
subject of a motion to reject filed by the Debtors on or before the Confirmation
Date, shall be deemed assumed by the Debtors on the Effective Date, and the
entry of the Confirmation Order shall constitute approval of such assumption
pursuant to sections 365(a) and 1123 of the Bankruptcy Code.

5.2. Cure of Defaults in Connection with Assumption. Any Cure
Amounts with respect to any executory contract or unexpired lease assumed by the
Debtors pursuant to this Plan will be satisfied, pursuant to section 365(b)(1)
of the Bankruptcy Code, (i) by payment of the Cure Amount in Cash on the Initial
Distribution Date or as soon as practicable after the Cure Amount is agreed to
by the parties to such executory contract or unexpired lease, or (ii) on such
other terms as are agreed to by the parties to such executory contract or
unexpired lease. In the event of a dispute regarding: (a) the existence of a
default under any executory contract or unexpired lease or the amount of any
Cure Amount; or (b) the ability of the Reorganized Debtors to provide "adequate
assurance of future performance" (within the meaning of section 365 of the
Bankruptcy Code) under the executory contract or unexpired lease to be assumed,
the effective date of the assumption of such executory contract or unexpired
lease and the Cure Amounts thereunder shall be determined by a Final Order of
the Bankruptcy Court pursuant to a motion filed by the Debtors or the non-debtor
party on or before the 45th day after the Effective Date. Pending the Bankruptcy
Court's ruling on such motion, the executory contract or unexpired lease at
issue shall be deemed assumed by the Debtors unless otherwise ordered by the
Bankruptcy Court.

5.3. Rejection Claims Bar Date. All proofs of claim with respect to
Rejection Claims arising from the Debtors' rejection of any executory contract
or unexpired lease pursuant to the Plan must be filed with the Bankruptcy Court
within thirty (30) days after the entry of an order by the Bankruptcy Court,
which may be the Confirmation Order, authorizing the rejection of such executory
contract or unexpired lease. All Rejection Claims that become Allowed Claims
shall be treated as either General Unsecured Trade Claims or Convenience Claims
against the applicable Debtor and classified in one of the following Classes:
4A1, 4B1, 4C1, 5A,

5B or 5C, as applicable. Any Rejection Claims that are not timely filed in
accordance with the foregoing provision shall be forever barred and shall not be
enforceable against the Debtors or the Reorganized Debtors, the Estates, or any
property of the Debtors or the Reorganized Debtors unless otherwise ordered by
the Bankruptcy Court.

5.4. Post-Petition Contracts and Leases. All contracts, agreements
and leases that were entered into by the Debtors or assumed by the Debtors after
the Petition Date shall be deemed assigned by the Debtors to the Reorganized
Debtors on the Effective Date.

ARTICLE VI

MEANS FOR IMPLEMENTATION OF THE PLAN

6.1. Continued Corporate Existence. Each of the Debtors will
continue to exist after the Effective Date as separate corporate entities and
limited liability companies in accordance with the applicable law in the
respective jurisdictions in which they are incorporated or organized and
pursuant to their respective certificates or articles of incorporation, bylaws,
and other organizational documents in effect prior to the Effective Date, except
to the extent such certificates or articles of incorporation, bylaws, and other
organizational documents are amended pursuant to this Plan.

6.2. Transfer of Note Proceeds. On the Effective Date, the Debtors
and the Reorganized Debtors will take such actions as may be necessary or
appropriate, and as are consistent with the terms of this Plan, the Escrow
Agreement, the New Notes Purchase Agreement and the New Notes Indenture, to
effect the release of the Escrow Deposit, including, without limitation, the
Note Proceeds, from the Escrow Agent to the Reorganized Debtors for purposes of
making the Distributions required by this Plan, the payment of all fees relating
to the Note Offering, the payment of professional expenses related to the Note
Offering, and for use by the Reorganized Debtors in a manner consistent with
this Plan. Such actions by the Debtors and the Reorganized Debtors may include:
(a) the execution and delivery of appropriate instruments of transfer,
assignment, assumption or delegation of any property, right, liability, duty or
obligation on terms consistent with the terms of this Plan, the Escrow
Agreement, the New Notes Purchase Agreement and the New Notes Indenture; (b) the
merger of Escrow Company with and into Holding Company, which, in turn, will
merge with and into Reorganized Horizon, with Reorganized Horizon as the
surviving entity; and (c) all other actions that the Debtors and Reorganized
Debtors determine are necessary and appropriate. On the Effective Date, (i) the
New Notes Indenture and all agreements, documents or instruments executed and
delivered in connection therewith, including, without limitation, those
obligations set forth in the New Notes Registration Rights Agreement and the New
Notes Purchase Agreement, shall constitute legal, valid, binding and authorized
obligations of each Reorganized Debtor and shall be enforceable in accordance
with their terms, and (ii) the Reorganized Debtors shall be liable for all
obligations arising under or related to the New Notes Indenture and all
agreements, documents or instruments executed and delivered in connection
therewith, in each case with respect to clauses (i) and (ii) above without the
requirement of any further action by the stockholders, officers or directors of
the Reorganized Debtors.

6.3. Amended Certificates of Incorporation and Bylaws. On the
Effective Date, or as soon thereafter as is practicable, the certificates of
incorporation and bylaws of each

of the Debtors shall be amended as necessary to satisfy the provisions of this
Plan and the Bankruptcy Code, including, without limitation, the prohibition
against the issuance of non-voting equity securities set forth in section
1123(a)(6) of the Bankruptcy Code (the "Amended Certificates of Incorporation
and Bylaws"). The forms of Amended Certificates of Incorporation and Bylaws were
included in the Plan Supplement and were subsequently modified on September 20,
2004. After the Effective Date, the Amended Certificates of Incorporation and
Bylaws shall be subject to such further amendments or modifications as may be
made by law or pursuant to such Amended Certificates of Incorporation and
Bylaws.

6.4. Directors and Officers of the Reorganized Debtors.

(A) Board of Directors of the Reorganized Debtors. On the
Effective Date, the operation of the Reorganized Debtors will become the general
responsibility of their boards of directors, subject to, and in accordance with,
the Amended Certificates of Incorporation and Bylaws. On the Effective Date, the
term of the current members of the Debtors' boards of directors will expire. The
initial board of directors of Reorganized Horizon from and after the Effective
Date will consist of seven (7) directors, two of whom shall be Messrs. William
A. McKell and Peter M. Holland, and the other five of whom shall be selected by
the Bondholders Committee after consultation with the Debtors. The initial
boards of directors of Reorganized Bright and Reorganized Percom will each
consist of three (3) directors, two of whom shall be Messrs. William A. McKell
and Peter M. Holland, and the other one of whom shall be selected by the
Bondholders Committee after consultation with the Debtors. The initial members
of the boards of directors of the Reorganized Debtors from and after the
Effective Date will be disclosed in a filing to be made with the Bankruptcy
Court no later than five (5) Business Days prior to the Confirmation Hearing.

(B) Officers of the Reorganized Debtors. The initial officers
of the Reorganized Debtors will be disclosed in the Disclosure Statement. The
selection of officers of the Reorganized Debtors after the Effective Date shall
be governed by the Amended Certificates of Incorporation and Bylaws.

6.5. Employment Agreements and Incentive Compensation Programs. To
the extent that any employment, indemnification and other agreements
(collectively, the "Compensation Documents") between the Debtors and their
respective current directors, officers and employees who will continue in such
capacities (or similar capacities) after the Effective Date have not been
rejected by the Debtors prior to the Confirmation Date, such Compensation
Documents shall be deemed to be assumed pursuant to the Plan and shall remain in
place after the Effective Date, and the Reorganized Debtors will continue to
honor such Compensation Agreements until new employment, indemnification and
other agreements are negotiated and implemented by the Reorganized Debtors
pursuant to the Amended Certificates of Incorporation and Bylaws. Any such new
employment, indemnification or other agreements may include equity, bonus, and
other incentive plans in which officers and other employees of the Reorganized
Debtors may be eligible to participate; provided further that pursuant to the
Management Incentive Plan the Reorganized Debtors will reserve approximately one
million (1,000,000) shares of New Common Stock for issuance to certain members
of management and other employees of the Reorganized Debtors upon the exercise
of options or upon the grant of a stock award, on a date and in a manner to be
determined by the Debtors in consultation with the Bondholders Committee and in
accordance with the terms of the Management Incentive Plan.

After the Effective Date, the Reorganized Debtors shall each have the authority,
consistent with the applicable agreements and their Amended Certificates of
Incorporation and Bylaws, to terminate, amend or enter into employment,
retirement, indemnification and other agreements with their respective
directors, officers and employees and to terminate, amend or implement incentive
compensation plans, welfare benefit plans, retirement plans, and other plans for
their employees in their sole discretion.

6.6. Issuance of New Common Stock and Other Equity Interests.

(A) New Common Stock. On the Effective Date, Reorganized
Horizon will (i) authorize the issuance of twenty five million (25,000,000)
shares of New Common Stock (ii) issue approximately nine million (9,000,000)
shares of New Common Stock for purposes of Distribution to (a) the holders of
Allowed General Unsecured Trade Claims, Allowed Prepetition Note Claims, Allowed
Intercompany Claims, and those holders of Allowed Convenience Claims who are
entitled to receive shares of New Common Stock under this Plan, against any of
the Debtors and (b) Houlihan Lokey, on account of the Houlihan Lokey Transaction
Fee, and (iii) reserve approximately one million (1,000,000) shares of New
Common Stock for issuance to certain members of management and other employees
of the Reorganized Debtors who participate in the Management Incentive Plan. The
issuance of the Class 4 Shares of New Common Stock and the Distribution thereof
as described in this Section 6.6(A) shall be exempt from registration under
applicable securities laws pursuant to section 1145(a) of the Bankruptcy Code.

(B) Warrants. On or after the Effective Date, Reorganized
Horizon may authorize the issuance of warrants for the purchase of New Common
Stock for future issuance upon terms to be designated from time to time by the
board of directors of Reorganized Horizon following the Effective Date. No
warrants shall be issued pursuant to this Plan.

(C) New Common Stock Registration Rights Agreement.
Reorganized Horizon and certain holders of shares of New Common Stock who may be
deemed to be "underwriters" or "affiliates" of Reorganized Horizon for purposes
of the Securities Act shall enter into the New Common Stock Registration Rights
Agreement on or prior to the Effective Date. On the Effective Date, the New
Common Stock Registration Rights Agreement shall constitute the legal, valid,
binding and authorized obligation of Reorganized Horizon and shall be
enforceable in accordance with its terms, without any requirement of further
action by the stockholders, officers or directors of Reorganized Horizon.

(D) New Equity Interests in Reorganized Bright and Reorganized
Percom. On the Effective Date, Reorganized Bright and Reorganized Percom will
issue new equity securities for Distribution by Reorganized Horizon pursuant to
Section 6.8 of this Plan.

6.7. Cancellation of Horizon and Subsidiary Interests and Other
Instruments. On the Effective Date, except as otherwise specifically provided
for herein, the Horizon Interests, the Subsidiary Interests, the Prepetition
Notes, and the Prepetition Credit Agreement shall (a) be deemed fully and
finally cancelled; and (b) have no effect other than the right of the holders of
Prepetition Secured Lender Claims and the Prepetition Note Claims to participate
in the Distributions provided under this Plan in respect of such Claims. As of
the Effective Date, all Liens, charges, encumbrances and rights related to any
Claim or Interest, including, without

limitation, those existing under the Prepetition Credit Agreement, the
Prepetition Note Indentures and any other documents, except to the extent
specifically permitted under Article III of this Plan, shall be terminated, null
and void and of no effect; provided, however, that the Prepetition Note
Indentures and other agreements that govern the rights of the holders of the
Prepetition Note Claims shall continue in effect solely for the purposes of
allowing the Indenture Trustees to make the Distributions hereunder on account
of such Claims and enforce the Indenture Trustee Charging Liens, at which point
the Prepetition Note Indentures shall be cancelled and discharged pursuant to
section 1141 of the Bankruptcy Code.

6.8. Distribution of Equity Interests in Reorganized Bright and
Reorganized Percom. In exchange for a contribution of new value to Bright and
Percom's Estates in the form of (i) the funds (including Note Proceeds)
necessary to pay off the Prepetition Secured Lender Claims in full and effect
the Cash payments to holders of Allowed Convenience Claims against Bright and
Percom as set forth in Article III of this Plan and (ii) the requisite number of
Class 4 Shares of New Common Stock necessary to make the Distributions thereof
to holders of Allowed General Unsecured Trade Claims, Allowed Prepetition Note
Claims and certain holders of Allowed Convenience Claims against Bright and
Percom pursuant to Article III of this Plan, Reorganized Horizon shall have the
right, to be exercised in its sole discretion, to designate the assignment of
some or all of the equity interests in Reorganized Bright and Reorganized Percom
to itself or to one or more of its subsidiaries, in such a manner as will be
disclosed in a filing to be made with the Bankruptcy Court no later than five
(5) Business Days prior to the Confirmation Hearing.

6.9. Corporate Action. Each of the matters provided for under this
Plan involving the corporate structure of any Debtor or Reorganized Debtor or
corporate action to be taken by or required by any Debtor or Reorganized Debtor
shall be deemed to have occurred and be effective as provided herein, and shall
be authorized, approved, and to the extent taken prior to the Effective Date,
ratified in all respects without any requirement of further action by the
stockholders, creditors or directors of any of the Debtors or the Reorganized
Debtors.

6.10. Dissolution of the Committees. The Committees shall be
dissolved on the Effective Date and shall not continue to exist thereafter
except for the limited purposes of filing any remaining fee applications, and
the professionals retained by the Committees shall be entitled to compensation
for services performed and reimbursement of expenses incurred in connection
therewith. Upon dissolution of the Committees on the Effective Date, the members
of the Committees shall be released and discharged of and from all duties,
responsibilities and obligations related to and arising from and in connection
with the Chapter 11 Cases.

6.11. Indenture Trustee Fees and Expenses. At least two (2) weeks
before the Effective Date, the Indenture Trustees shall provide counsel to the
Bondholders Committee with appropriate documentation concerning the Indenture
Trustee Fees and Expenses (the "Payment Request"). Unless a written objection to
the Payment Request is submitted by the Bondholders Committee prior to the
Effective Date, which objection shall itemize the amounts the Bondholders
Committee believes are objectionable, and agreement cannot be reached to resolve
such objection, the Indenture Trustee Fees and Expenses shall be paid on the
Effective Date, in full and in Cash, out of the proceeds of the Prepetition Note
Collateral, which payment shall reduce the Distributions to holders of
Prepetition Note Secured Claims pursuant to Section 3.3 of the Plan. In the
event that the Bondholders Committee and the Indenture Trustees cannot reach

an agreement concerning the Payment Request, the amount of the Indenture Trustee
Fees and Expenses shall be determined by the Bankruptcy Court pursuant to a
motion filed by either party, and shall be paid from the proceeds of the
Prepetition Note Collateral, as aforesaid, following entry of a Final Order by
the Bankruptcy Court or an agreement between the parties resolving such motion.
Notwithstanding anything to the contrary herein, the Indenture Trustees shall be
entitled to payment on the Effective Date of all Indenture Trustee Fees and
Expenses not objected to by the Bondholders Committee. Such motion shall not be
subject to Section 7.9 of this Plan, nor shall the Indenture Trustees be
required to satisfy the requirements of section 503 of the Bankruptcy Code in
any such motion. Upon receipt of payment by the Indenture Trustees of the
Indenture Trustee Fees and Expenses, the Indenture Trustee Charging Liens shall
automatically be deemed released to the extent of such payment.

6.12. Post-Effective Date Indenture Trustee Fees and Expenses. The
reasonable and documented fees and expenses incurred by the Indenture Trustees
after the Effective Date as Disbursing Agents under this Plan, including the
fees and expenses of legal counsel, will be paid by the Reorganized Debtors in
the ordinary course without the need for Bankruptcy Court approval of such fees
and expenses.

6.13. Pre-Effective Date Injunctions or Stays. All injunctions or
stays, whether by operation of law or by order of the Bankruptcy Court, provided
for in the Chapter 11 Cases pursuant to sections 105 or 362 of the Bankruptcy
Code or otherwise that are in effect on the Confirmation Date shall remain in
full force and effect until the Effective Date.

6.14. Preservation of Causes of Action. In accordance with section
1123(b)(3) of the Bankruptcy Code, the Reorganized Debtors will retain and may
(but are not required to) enforce all Retained Actions. The Debtors or the
Reorganized Debtors, in their sole and absolute discretion, shall have the right
to bring, settle, release, compromise, or enforce such Retained Actions (or
decline to do any of the foregoing), without further approval of the Bankruptcy
Court. The Reorganized Debtors or their successors may pursue such Retained
Actions in accordance with the best interests of the Reorganized Debtors or any
successors holding such Causes of Action.

6.15. Effectuating Documents; Further Transactions. The Chief
Executive Officer, Chief Financial Officer or Chief Operating Officer of each
Debtor or Reorganized Debtor shall be authorized to execute, deliver, file or
record such contracts, instruments, releases, indentures and other agreements or
documents and take such actions as may be necessary or appropriate to effectuate
and implement the provisions of this Plan, without any further order of the
Bankruptcy Court and without the requirement of any further action by the
stockholders, creditors or directors of any of the Debtors or the Reorganized
Debtors. The Secretary or any Assistant Secretary of each Debtor or Reorganized
Debtor shall be authorized to certify or attest to any of the foregoing actions.

6.16. Exemption From Certain Transfer Taxes. Pursuant to Section
1146 of the Bankruptcy Code, (a) the issuance, transfer or exchange of any
securities, instruments or documents, (b) the creation of any Lien, mortgage,
deed of trust or other security interest, (c) the making or assignment of any
lease or sublease or the making or delivery of any deed or other instrument of
transfer under, pursuant to, in furtherance of, or in connection with this Plan,
including, without limitation, any deeds, bills of sale or assignments executed
in connection with

any of the transactions contemplated under this Plan or the reinvesting,
transfer or sale of any real or personal property of the Debtors pursuant to, in
implementation of, or as contemplated in this Plan and (d) the issuance,
renewal, modification or securing of indebtedness by such means, and the making,
delivery or recording of any deed or other instrument of transfer under, in
furtherance of, or in connection with, this Plan, including, without limitation,
the Confirmation Order, shall not be subject to any document recording tax,
stamp tax, conveyance fee or other similar tax, mortgage tax, real estate
transfer tax, mortgage recording tax or other similar tax or governmental
assessment. Consistent with the foregoing, each recorder of deeds or similar
official for any county, city or governmental unit in which any instrument
hereunder is to be recorded shall, pursuant to the Confirmation Order, be
ordered and directed to accept such instrument without requiring the payment of
any filing fees, documentary stamp tax, deed stamps, stamp tax, transfer tax,
intangible tax or similar tax.

ARTICLE VII

DISTRIBUTIONS AND CLAIMS RECONCILIATION

7.1. Payment of Claims Allowed as of the Effective Date. Unless
otherwise specified herein, the Debtors or the Reorganized Debtors shall make
the Distributions required under this Plan on the Initial Distribution Date, or
as soon as practicable thereafter, from the Note Proceeds and other available
funds on account of all Claims that are Allowed as of the Effective Date in
accordance with the provisions of Article III of this Plan.

7.2. Distributions to Holders of Prepetition Secured Lender Claims.
On the Effective Date, Reorganized Bright and Reorganized Percom shall deliver
to the Agent, for Distribution on behalf of the Debtors to the holders of
Prepetition Secured Lender Claims, Cash from the Note Proceeds and other
available funds equal to the Allowed amount of such Claims as of the close of
business on the Effective Date.

7.3. Distributions to Holders of General Unsecured Trade Claims,
Prepetition Note Claims and Intercompany Claims. On or before the Initial
Distribution Date, or as soon as practicable thereafter, the Reorganized Debtors
shall deliver Class 4 Shares of New Common Stock to the applicable Disbursing
Agent for Distribution to holders of Allowed General Unsecured Trade Claims,
Allowed Prepetition Note Claims, and the holders of Allowed Convenience Claims
that are entitled to receive Class 4 Shares of New Common Stock, pursuant to the
procedures set forth in Section 7.8 of this Plan. In the event that all Voting
Classes accept the Plan, Class 4 Shares of New Common Stock otherwise
distributable to holders of Intercompany Claims against Bright and Percom shall
instead be distributed by the applicable Disbursing Agent directly to the
creditors of such holders of Intercompany Claims, in accordance with the
procedures set forth in Section 7.8 of this Plan.

7.4. Distributions to Holders of Convenience Claims. On or before
the Initial Distribution Date, or as soon as practicable thereafter, the
Reorganized Debtors shall distribute Cash from the Note Proceeds and other
available funds or Class 4 Shares of New Common Stock, as applicable, to holders
of Allowed Convenience Claims against each of the Debtors pursuant to the
procedures set forth in Section 7.8 of this Plan.

7.5. Time of Distributions. Except as otherwise provided for in this
Plan or ordered by the Bankruptcy Court, Distributions under this Plan shall be
made on the Initial Distribution Date and on each Distribution Date thereafter.

7.6. No Interest on Allowed Claims. Unless otherwise specifically
provided for in this Plan, the Confirmation Order, or a post-petition agreement
in writing between the Debtors and a holder of an Allowed Claim, post-petition
interest shall not accrue or be paid on Allowed Claims, and no holder of an
Allowed Claim shall be entitled to interest accruing on such Claim from and
after the Petition Date. Additionally, and without limiting the foregoing,
interest shall not accrue or be paid on any Disputed Claim in respect of the
period from the Effective Date to the date (i) such Disputed Claim becomes an
Allowed Claim or (ii) the date a Final Distribution is made with respect to such
Allowed Claim.

7.7. Claims Administration Responsibility.

(A) Sole Responsibility of the Reorganized Debtors. On and
after the Effective Date, the Reorganized Debtors shall have sole responsibility
and authority for administering, disputing, objecting to, compromising and
settling, or otherwise resolving and making Distributions (if any) with respect
to all Claims, including all Administrative Expense Claims.

(B) Objections to Claims. Unless otherwise extended by the
Bankruptcy Court, any objections to Claims shall be served and filed on or
before the Claims Objection Deadline. Notwithstanding any authority to the
contrary, an objection to a Claim shall be deemed properly served on the holder
thereof if the Debtors or the Reorganized Debtors effect service of such
objection in any of the following manners: (i) in accordance with Federal Rule
of Civil Procedure 4, as modified and made applicable in the Chapter 11 Cases by
Bankruptcy Rule 7004; (ii) to the extent counsel for a holder of a Claim is
unknown, by first class mail, postage prepaid, on the signatory to the
applicable proof of claim or other representative identified in the proof of
claim or any attachment thereto; or (iii) by first class mail, postage prepaid,
on any counsel that has appeared on the holder's behalf in the Chapter 11 Cases.

(C) Determination of Allowed Claims. Except as otherwise
agreed to by the Debtors in writing or as set forth in this Plan, the Allowed
amount of any Claim as to which a proof of claim was timely filed in the Chapter
11 Cases, and which Claim is subject to an objection filed before the Claims
Objection Deadline, will be determined and liquidated pursuant to an order of
the Bankruptcy Court. Upon such determination, the Claim shall become an Allowed
Claim and will be satisfied in accordance with this Plan. Any Claim that has
been or is hereafter listed in the Schedules as neither disputed, contingent or
unliquidated, and for which no proof of claim has been timely filed, shall be
deemed Allowed for purposes of this Plan unless otherwise ordered by the
Bankruptcy Court.

7.8. Delivery of Distributions. Distributions to holders of Allowed
Claims shall be made by the Disbursing Agents or the Reorganized Debtors, as
applicable, (a) at the addresses set forth on the proofs of claim filed by such
holders (or at the last known addresses of such holders if no proof of claim is
filed), (b) at the addresses set forth in any written notice of change of
address delivered to the Debtors or the Reorganized Debtors after the date of
filing of any related proof of claim, or (c) at the addresses reflected in the
Schedules if no proof of claim

has been filed and the Debtors or the Reorganized Debtors have not received a
written notice of a change of address. If any holder's Distribution is returned
as undeliverable, no further Distributions to such holder shall be made unless
and until the Reorganized Debtors are notified of such holder's then-current
address, at which time all missed Distributions shall be made to such holder
without interest. Amounts in respect of undeliverable Distributions made in Cash
shall be retained by the Reorganized Debtors until such Distributions are
claimed. All Cash Distributions returned to the Reorganized Debtors and not
claimed within six (6) months of return shall be irrevocably retained by the
Debtors. In addition, in the event the Reorganized Debtors or the applicable
Disbursing Agent request, in writing, that the recipients of Distributions under
the Plan provide their tax identification numbers to the Reorganized Debtors or
the Disbursing Agent, and such numbers are not provided within ninety (90) days
of the request, the Distributions to which such recipients would otherwise be
entitled shall be irrevocably retained by the Debtors. All Distributions of New
Common Stock returned to the Debtors and not claimed within one year of return
shall irrevocably revert to the Reorganized Debtors. In the event of a reversion
under any of the events described in this Section, the reverted property shall
be irrevocably retained by the Reorganized Debtors notwithstanding any federal
or state escheat laws to the contrary, and the Claims of any holder to such
property shall be discharged and forever barred.

Checks issued by the Reorganized Debtors on account of Allowed
Claims shall be null and void if not negotiated within ninety (90) days from and
after the date of issuance thereof. Requests for reissuance of any check shall
be made directly to Reorganized Horizon by the holder of the Allowed Claim with
respect to which the check was originally issued. Any Claim in respect of a
voided check shall be made on or before the six (6) month anniversary of the
date of issuance of such check. After such date, all Claims and respective
voided checks on account thereof shall be discharged and forever barred and
Reorganized Horizon shall retain all moneys related thereto notwithstanding any
federal or state escheat laws to the contrary.

Distributions on account of the Prepetition Secured Lender Claims
shall be made by wire transfer to the Agent in immediately available funds
pursuant to wire instructions to be provided by the Agent to the Debtors prior
to the Effective Date.

Distributions on account of Prepetition Note Secured Claims shall be
made by Wells Fargo on a Pro Rata basis based on the Allowed Amount of the
respective Prepetition Note Claims, pursuant to the terms of the Pledge and
Escrow Agreement, to the respective Indenture Trustees, who in turn shall be
directed to administer such Distributions, as well as Distributions of Class 4
Shares of New Common Stock on account of Prepetition Note Claims, in accordance
with the terms of the Prepetition Note Indentures, which Distributions shall be
made directly to the registered holders of Prepetition Notes, as reflected in
the Indenture Trustees' records as of the Initial Distribution Date (the
"Registered Holders"). To the extent the Prepetition Notes are held in
certificated form, in order to receive any Distributions under the Plan, each
holder of a Prepetition Note Claim shall be required to surrender its
Prepetition Notes to the respective Registered Holder. Any holder of a
Prepetition Note Claim that fails to (i) surrender its Prepetition Notes as
provided herein, or (ii) execute and deliver an affidavit of loss and/or
indemnity reasonably satisfactory to the Registered Holder, and furnish a bond
in form, substance and amount reasonably necessary to the Registered Holder
before the first (1st) anniversary of the Effective Date, shall be deemed to
have forfeited all rights and Claims against the Debtors and shall not be
entitled to any Distributions under this Plan.

7.9. Bar Date For Certain Administrative Claims. All applications
for final allowance of Professional Compensation Claims of professional persons
employed by the Debtors or the Committees pursuant to orders entered by the
Bankruptcy Court and on account of services rendered prior to the Effective
Date, and all other requests for payment of Administrative Expense Claims
(except for ordinary course trade debt incurred after the Petition Date) shall
be filed with the Bankruptcy Court no later than thirty (30) days after the
Effective Date and served on the Reorganized Debtors and their counsel at the
addresses set forth in Section 11.9 of this Plan. Any such claim that is not
served and filed within this time period shall be discharged and forever barred.
Objections to any application for allowance of an Administrative Expense Claim
must be filed within twenty (20) days after the filing thereof. The Debtors and
the Reorganized Debtors shall have sole responsibility for filing objections to
requests for allowance of Administrative Expense Claims.

7.10. Procedures for Treating and Resolving Disputed and Contingent
Claims.

(A) No Distributions Pending Allowance. No Distributions shall
be made with respect to any portion of a Disputed Claim unless and until such
Disputed Claim has become an Allowed Claim. All objections to Claims must be
filed on or before the Claims Objection Deadline.

(B) Distribution Reserve. The Reorganized Debtors shall
withhold Class 4 Shares of New Common Stock in such amount as the Reorganized
Debtors reasonably determine is necessary to enable them to make the
Distributions required to be made to the holders of Allowed General Unsecured
Trade Claims, Allowed Prepetition Note Claims, Allowed Convenience Claims and
Allowed Intercompany Claims once the allowance or disallowance of each Disputed
Claim or other contingent Claim, including any filed or anticipated Rejection
Claims, is ultimately determined. The Distribution Reserve shall also take into
account the Class 4 Shares of New Common Stock which otherwise might be
distributed on account of Intercompany Claims to the extent such Claims have not
been subordinated under Sections 3.14 and 3.21 of the Plan, or have not yet been
Allowed. To the extent that the Distribution Reserve is based on the amount of
any Disputed Claim that is less than the amount of the proof of claim filed with
respect to such Disputed Claim, or such Disputed Claim is unliquidated, the
Debtors shall file a list of such affected Disputed Claims with the Bankruptcy
Court, which list shall be served on any affected holders of Disputed Claims no
later than ten (10) Business Days prior to the last date for filing objections
to confirmation of the Plan. To the extent that the Distribution Reserve is
based on a Rejection Claim arising from the rejection of any executory contract
or unexpired lease under the Plan, the Debtors shall, at such time as they file
the Contract Rejection Schedule, identify the amount of Distribution Reserve for
the putative Rejection Claims arising from the rejection of such executory
contracts or unexpired leases. Absent an objection filed on or before the
deadline for filing objections to confirmation of the Plan and an order of the
Court sustaining such objection, the Debtors' estimation of each Disputed Claim
for purposes of the Distribution Reserve for such Claim required by this
provision will be final, and the holder of such Disputed Claim will not be
entitled to receive any additional distribution on account of its Claim, when
resolved, than the Pro Rata distribution it would have received based on the
Debtors' estimation. Class 4 Shares of New Common Stock held in the Distribution
Reserve pending allowance of Disputed Claims shall be voted in the same
proportion as the Class 4 Shares of New Common Stock issued on the Initial
Distribution Date.

(C) Distributions After Allowance. Promptly after a Disputed
Claim becomes an Allowed Claim, the Reorganized Debtors or the Disbursing Agent,
as applicable, will distribute on the next succeeding Distribution Date to the
holder of such Allowed Claim any Cash or other property that would have been
distributed to the holder of such Allowed Claim on the dates Distributions were
previously made to holders of other Allowed Claims had such Claim been an
Allowed Claim on such dates. After a Final Order has been entered, or other
resolution has been reached, with respect to any Disputed Claim that is a
General Unsecured Claim for less than the amount of the Distribution Reserve for
such Disputed Claim, the excess remaining New Common Stock in the Distribution
Reserve shall be distributed Pro Rata to holders of Allowed General Unsecured
Trade Claims, Allowed Prepetition Note Claims, and Allowed Convenience Claims
whose holders are entitled to receive Class 4 Shares of New Common Stock, on the
next Distribution Date. All Distributions under this Plan on account of Allowed
Claims will be made together with any dividends, payments, or other
Distributions made on account of the distributed property as if such Allowed
Claim had been an Allowed Claim on the dates Distributions were previously made
to holders of Allowed Claims in the applicable Class.

(D) No Recourse. No holder of a Disputed Claim shall have any
recourse against the Debtors, the Estates, the Reorganized Debtors, the New
Noteholders, the Committees, the Agent, the Prepetition Secured Lenders, or any
of their respective directors, officers, employees, agents, partners, members,
attorneys, investment bankers, restructuring consultants and financial advisors,
in the event that the Distribution Reserve established herein is insufficient to
pay the portion of such Disputed Claim that becomes an Allowed Claim.

(E) Unliquidated and Contingent Claims. Any Claim that is
filed or scheduled as unliquidated or contingent shall be disallowed as of the
Confirmation Date unless the holder thereof files a motion with the Bankruptcy
Court for allowance or estimation of such Claim at least twenty (20) days prior
to the Confirmation Hearing.

7.11. Compromises and Settlements. Up to and including the Effective
Date, the Debtors may compromise and settle, in accordance with Bankruptcy Rule
9019(a), any and all (i) Claims against them and (b) Causes of Action that they
may have against any Person. On the Effective Date, such right to compromise and
settle Claims and Causes of Action shall pass to the Reorganized Debtors as
contemplated in Section 8.1 of this Plan, and the Reorganized Debtors shall
thereafter be authorized to compromise and settle any Disputed Claim and execute
all necessary documents, including a stipulation of settlement or release, in
their sole discretion, without notice to any party, and without the need for
further approval of the Bankruptcy Court.

7.12. Disbursing Agents. Distributions to holders of Prepetition
Secured Lender Claims shall be made by the Agent as Disbursing Agent for such
holders. Distributions to holders of Prepetition Note Claims, including
Prepetition Note Secured Claims, shall be made by the Indenture Trustees as
Disbursing Agents in accordance with Section 7.8 of this Plan and the terms of
the respective Prepetition Note Indentures. All other distributions under this
Plan shall be made by the Reorganized Debtors as Disbursing Agents or such other
entity designated by the Reorganized Debtors as Disbursing Agent.

7.13. De Minimis or Fractional Distributions. No fractional shares
of New Common Stock shall be distributed pursuant to this Plan. When any
Distribution pursuant to the Plan on account of an Allowed General Unsecured
Claim, Allowed Convenience Claim or

Allowed Intercompany Claim would otherwise result in the issuance of New Common
Stock that is not a whole number of shares, the actual Distribution of New
Common Stock shall be rounded as follows: (i) fractions of one-half (1/2) or
greater shall be rounded to the next higher whole number of shares; and (ii)
fractions of less than one-half (1/2) shall be rounded to the next lower whole
number of shares. The total number of shares of New Common Stock to be
distributed to holders of Allowed General Unsecured Trade Claims, Allowed
Prepetition Note Claims, Allowed Convenience Claims and Allowed Intercompany
Claims will be adjusted as necessary to account for the rounding provided for in
this section. No consideration will be provided in lieu of fractional shares
that are rounded down.

The Reorganized Debtors shall have no obligation to make a
Distribution on account of an Allowed Claim from any Distribution Reserve or
otherwise if the amount to be distributed on account of such Allowed Claim is or
has a value, in the reasonable judgment of the Reorganized Debtors, of less than
fifty dollars ($50.00). In the event a holder of an Allowed Claim is entitled to
a Distribution that is not a whole dollar amount, the actual payment or issuance
made may reflect a rounding of such fractional portion of such Distribution down
or up to the nearest whole dollar, but in any case shall not result in a
Distribution that exceeds the total Distribution authorized by the Plan on
account of such Allowed Claim.

7.14. Setoffs and Recoupment. The Reorganized Debtors may, but shall
not be required to, setoff or recoup against any Allowed Claim and the
distributions to be made pursuant to this Plan on account of such Claim, claims
of any nature that the Debtors or Reorganized Debtors may have against the
holder of such Allowed Claim; provided, however, that neither the failure to
effect such a setoff or recoupment nor the allowance of any Claim against the
Debtors or the Reorganized Debtors shall constitute a waiver or release by the
Debtors or the Reorganized Debtors of any claim that the Debtors or the
Reorganized Debtors may possess against such holder.

7.15. Compliance with Tax Requirements. In connection with this
Plan, to the extent applicable, the Reorganized Debtors shall comply with all
tax withholding and reporting requirements imposed on them by any governmental
unit, and all Distributions pursuant to this Plan that may be necessary or
appropriate to comply with such withholding and reporting requirements.
Notwithstanding any other provision of this Plan, each Person that has received
any Distribution pursuant to this Plan shall have sole and exclusive
responsibility for the satisfaction and payment of any tax obligation imposed by
any governmental unit, including income, withholding and other tax obligations,
on account of such distribution.

7.16. Allocation of Plan Distributions Between Principal and
Interest. To the extent that any Allowed Claim entitled to a Distribution under
this Plan is comprised of indebtedness and accrued but unpaid interest thereon,
such Distribution shall be allocated first to the principal amount of the Claim
(as determined for federal income tax purposes) and then, to the extent the
consideration exceeds the principal amount of the Claim, to accrued but unpaid
interest thereon.

ARTICLE VIII

EFFECT OF THIS PLAN ON CLAIMS AND INTERESTS

8.1. Revesting of Assets. Except as otherwise explicitly provided in
this Plan, on the Effective Date, all property of the Estates, to the fullest
extent of section 541 of the Bankruptcy Code, and any and all other rights and
Assets of the Debtors of every kind and nature (including the Retained Actions)
shall revest in each of the Reorganized Debtors that owned such property or
interest in property as of the Petition Date, free and clear of all Liens,
Claims and Interests, except as specifically provided for in this Plan and
subject to the terms of the New Notes Indenture. As of the Effective Date, the
Reorganized Debtors shall be authorized to operate their businesses and use,
acquire, and dispose of property and settle and compromise Claims, Interests, or
Causes of Action without supervision of the Bankruptcy Court and without notice
to any party, free of any restrictions of the Bankruptcy Code or the Bankruptcy
Rules, except those restrictions explicitly imposed by this Plan and the
Confirmation Order.

8.2. Retention, Enforcement and Release of Causes of Action. Except
as otherwise set forth in this Plan, pursuant to section 1123(b)(3)(B) of the
Bankruptcy Code, on the Effective Date, all Causes of Action of any kind or
nature whatsoever against third parties (other than the Released Parties)
arising before the Confirmation Date, including, without limitation, any and all
Avoidance Actions, shall become property of the Reorganized Debtors. The
Reorganized Debtors shall retain all Causes of Action (other than those against
the Released Parties, if any) that the Debtors had or had power to assert
immediately prior to the Effective Date, and may (i) commence or continue in any
appropriate court or tribunal any suit or other proceeding for the enforcement
of such Causes of Action and (ii) compromise and settle such Causes of Action in
their sole discretion, without notice to any party and without further approval
of the Bankruptcy Court. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, NOTHING
CONTAINED IN THIS PLAN SHALL CONSTITUTE A RELEASE, SATISFACTION OR SETTLEMENT OF
THE CAUSES OF ACTION OR SHALL CONSTITUTE A WAIVER OF THE RIGHTS, IF ANY, OF THE
DEBTORS OR THE REORGANIZED DEBTORS TO A JURY TRIAL WITH RESPECT TO ANY CAUSE OF
ACTION, AND NOTHING IN THIS PLAN OR THE CONFIRMATION ORDER SHALL CONSTITUTE A
WAIVER OR RELEASE OF ANY CAUSE OF ACTION UNDER THE DOCTRINE OF RES JUDICATA NOR
SHALL ANY CAUSE OF ACTION BE BARRED OR LIMITED BY ANY ESTOPPEL, WHETHER
JUDICIAL, EQUITABLE OR OTHERWISE.

8.3. Discharge of Claims and Termination of Horizon and Subsidiary
Interests.

(A) Pursuant to section 1141(d) of the Bankruptcy Code, and
except as provided in the Confirmation Order, the Distributions and rights
provided in this Plan and the treatment of Claims and Interests under this Plan
shall be in exchange for and in complete satisfaction, discharge and release of
all Claims and satisfaction or termination of all Horizon Interests, including
any interest accrued on Claims from and after the Petition Date. Except as
otherwise provided in this Plan or the Confirmation Order, Confirmation shall,
as of the Effective Date: (i) discharge the Debtors from all Claims or other
debts that arose before the Effective Date, and all debts of the kind specified
in sections 502(g), 502(h) or 502(i) of the Bankruptcy Code, whether or not (x)
a proof of claim based on such debt is filed or deemed filed pursuant to section
501 of the Bankruptcy Code, (y) a Claim based on such debt is Allowed pursuant
to section 502 of the Bankruptcy Code or (z) the holder of a Claim based on such
debt has accepted this Plan; and (ii) terminate and cancel all Horizon and
Subsidiary Interests.

(B) As of the Effective Date, except as otherwise provided in
this Plan or the Confirmation Order, all Persons shall be precluded from
asserting against the Debtors or the Reorganized Debtors, or their respective
successors or property, any other or further Claims, demands, debts, rights,
causes of action, liabilities or equity interests based upon any act, omission,
cause, transaction, state of facts, or other activity of any kind or nature that
occurred prior to the Effective Date. In accordance with the foregoing, except
as provided in this Plan or the Confirmation Order, the Confirmation Order will
be a judicial determination, as of the Effective Date, of discharge of all such
Claims and other debts and liabilities against the Debtors and satisfaction,
termination or cancellation of all Horizon and Subsidiary Interests pursuant to
Sections 524 and 1141 of the Code, and such discharge will void any judgment
obtained against the Debtors or the Reorganized Debtors at any time, to the
extent that such judgment relates to a discharged Claim.

8.4. Release of Certain Parties by the Reorganized Debtors. On the
Effective Date, the Reorganized Debtors on their own behalf and as
representatives of and on behalf of the Estates, release unconditionally, and
are hereby deemed to release unconditionally, (i) the past and present directors
of each of the Debtors, (ii) the past and present officers of each of the
Debtors, (iii) the attorneys, investment bankers, restructuring consultants,
financial advisors and other professionals employed by the Debtors as of the
Effective Date in their capacities as such, (iv) the Committees, (v) the
individual members of the Committees in their capacities as such, (vi) the
Agent, the Syndication Agent, and the Documentation Agent in their capacities as
such, (vii) the Prepetition Secured Lenders in their capacities as such, (viii)
the holders of the Prepetition Notes in their capacities as such, (ix) the
Indenture Trustees in their capacities as such, (x) the New Noteholders in their
capacities as such, (xi) Wells Fargo, in its capacity as escrow agent under the
Pledge and Escrow Agreement; and (xii) with respect to each of the foregoing
Persons, each of their respective directors, officers, employees, agents,
representatives, shareholders, partners, members, attorneys, investment bankers,
restructuring consultants and financial advisors in their capacities as such
(collectively, the "Released Parties") from any and all claims, obligations,
suits, judgments, damages, rights, causes of action and liabilities whatsoever
(including, without limitation, those arising under the Bankruptcy Code),
whether known or unknown, foreseen or unforeseen, existing or hereafter arising,
in law, equity or otherwise, based in whole or in part on any act, omission,
transaction, event or other occurrence taking place on or prior to the Petition
Date through and including the Effective Date in connection with, relating to or
arising out of the Chapter 11 Cases, the management and operation of the
Debtors, the business or contractual arrangements between any Debtor and any
Released Party, the formulation, negotiation, implementation, confirmation or
consummation of this Plan, the Disclosure Statement, the New Notes Indenture, or
any other contract, instrument, release or other agreement or document entered
into during the Chapter 11 Cases or otherwise created in connection with this
Plan.

8.5. Exculpation and Limitation of Liability. None of the Debtors
and the Reorganized Debtors, nor (a) any of their respective past and present
directors and officers, (b) the attorneys, investment bankers, restructuring
consultants, financial advisors and other professionals employed by the Debtors
as of the Effective Date in their capacities as such, (c) the Committees, (d)
the individual members of the Committees in their capacities as such, (e) the
Agent, the Syndication Agent, and the Documentation Agent in their capacities as
such, (f) the Prepetition Secured Lenders in their capacities as such, (g) the
Indenture Trustees in their

capacities as such, (h) the New Noteholders in their capacities as such, (i) the
employees employed by the Debtors as of the Effective Date, and (j) with respect
to each of the foregoing Persons, each of their respective directors, officers,
employees, agents, representatives, shareholders, partners, members, attorneys,
investment bankers, restructuring consultants and financial advisors in their
capacities as such (collectively, the "Exculpated Parties"), shall have or incur
any liability to any Person for any act or omission in connection with, relating
to or arising out of the Chapter 11 Cases, the management and operation of the
Debtors, the business or contractual arrangements between any Debtor and any
Exculpated Party, the formulation, negotiation, implementation, confirmation or
consummation of this Plan, the Disclosure Statement, the Note Offering, or any
contract, instrument, release or other agreement or document entered into during
the Chapter 11 Cases or otherwise created in connection with this Plan;
provided, however, that nothing in this Section 8.5 shall be construed to
release or exculpate any Exculpated Party from willful misconduct or gross
negligence as determined by a Final Order. Except as specifically provided
herein, the Exculpated Parties shall have no liability to any Debtor, holder of
a Claim, holder of an Interest, other party in interest in the Chapter 11 Cases
or any other Person for actions taken or not taken in connection with, relating
to or arising out of the Chapter 11 Cases, the management and operation of the
Debtors, the formulation, negotiation, implementation, confirmation or
consummation of this Plan, or the property to be distributed under this Plan,
including, without limitation, failure to obtain Confirmation of this Plan or to
satisfy any condition or conditions, or refusal to waive any condition or
conditions, to the occurrence of the Effective Date, and in all respects such
Exculpated Parties shall reasonably be entitled to rely upon the advice of
counsel with respect to their duties and responsibilities in the Chapter 11
Cases, the management and operation of the Debtors and under this Plan. No
holder of a Claim or Interest or other party in interest, none of their
respective agents, employees, representatives, financial advisors, attorneys or
affiliates, and no successors or assigns of any of the foregoing, shall have any
right of action against the Exculpated Parties for any act or omission in
connection with, relating to, or arising out of the Chapter 11 Cases, the
pursuit of confirmation of this Plan, the consummation of this Plan, or the
administration of this Plan or the property to be distributed pursuant to this
Plan, except for willful misconduct or gross negligence as determined by a Final
Order.

8.6. INJUNCTIONS.

(A) EXCEPT AS OTHERWISE PROVIDED IN THIS PLAN OR THE
CONFIRMATION ORDER, AS OF THE EFFECTIVE DATE, ALL PERSONS THAT HAVE HELD,
CURRENTLY HOLD OR MAY HOLD A CLAIM OR OTHER DEBT OR LIABILITY THAT IS DISCHARGED
OR AN INTEREST OR OTHER RIGHT OF AN EQUITY SECURITY HOLDER THAT IS TERMINATED
PURSUANT TO THE TERMS OF THIS PLAN, AND WHO RECEIVE DISTRIBUTIONS UNDER THIS
PLAN, ARE PERMANENTLY ENJOINED FROM TAKING ANY OF THE FOLLOWING ACTIONS ON
ACCOUNT OF ANY SUCH DISCHARGED CLAIMS, DEBTS OR LIABILITIES OR TERMINATED
INTERESTS OR RIGHTS: (i) COMMENCING OR CONTINUING IN ANY MANNER ANY ACTION OR
OTHER PROCEEDING AGAINST (a) THE DEBTORS, (b) THE REORGANIZED DEBTORS, (c) THE
PAST AND PRESENT DIRECTORS OF EACH OF THE DEBTORS, (d) THE PAST AND PRESENT
OFFICERS OF EACH OF THE DEBTORS, (e) THE ATTORNEYS, INVESTMENT BANKERS,
RESTRUCTURING CONSULTANTS, FINANCIAL ADVISORS AND OTHER PROFESSIONALS EMPLOYED
BY THE DEBTORS AS OF THE EFFECTIVE DATE IN THEIR CAPACITIES AS SUCH, (f) THE
COMMITTEES, (g) THE INDIVIDUAL MEMBERS OF THE COMMITTEES IN THEIR CAPACITIES AS
SUCH, (h) THE AGENT, THE SYNDICATION AGENT, AND THE DOCUMENTATION AGENT IN THEIR
CAPACITIES AS SUCH, (i) THE PREPETITION SECURED LENDERS IN THEIR CAPACITIES AS
SUCH, (j) THE

HOLDERS OF THE PREPETITION NOTES IN THEIR CAPACITIES AS SUCH, (k) THE INDENTURE
TRUSTEES IN THEIR CAPACITIES AS SUCH, (l) THE NEW NOTEHOLDERS IN THEIR
CAPACITIES AS SUCH, (m) WELLS FARGO, IN ITS CAPACITY AS ESCROW AGENT UNDER THE
PLEDGE AND ESCROW AGREEMENT; AND (n) WITH RESPECT TO EACH OF THE FOREGOING
PERSONS, EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS,
REPRESENTATIVES, SHAREHOLDERS, PARTNERS, MEMBERS, ATTORNEYS, INVESTMENT BANKERS,
RESTRUCTURING CONSULTANTS AND FINANCIAL ADVISORS IN THEIR CAPACITIES AS SUCH
(COLLECTIVELY, THE "PROTECTED PARTIES") OR THEIR RESPECTIVE PROPERTY; (ii)
ENFORCING, ATTACHING, COLLECTING OR RECOVERING IN ANY MANNER ANY JUDGMENT,
AWARD, DECREE OR ORDER AGAINST THE PROTECTED PARTIES OR THEIR RESPECTIVE
PROPERTY; (iii) CREATING, PERFECTING OR ENFORCING ANY LIEN OR ENCUMBRANCE
AGAINST THE PROTECTED PARTIES OR THEIR RESPECTIVE PROPERTY; (iV) ASSERTING A
SETOFF, RIGHT OF SUBROGATION OR RECOUPMENT OF ANY KIND AGAINST ANY DEBT,
LIABILITY OR OBLIGATION DUE TO THE PROTECTED PARTIES OR THEIR RESPECTIVE
PROPERTY; AND (v) COMMENCING OR CONTINUING ANY ACTION, IN ANY MANNER, IN ANY
PLACE THAT DOES NOT COMPLY WITH OR IS INCONSISTENT WITH THE PROVISIONS OF THIS
PLAN.

(B) IN EXCHANGE FOR THE DISTRIBUTIONS PROVIDED FOR UNDER THIS
PLAN, AND IN CONSIDERATION FOR THE COMPROMISES AND SETTLEMENTS CONTAINED IN THIS
PLAN AND THE DISTRIBUTIONS TO CREDITORS THEREBY BEING PROVIDED, EACH HOLDER OF
AN ALLOWED CLAIM RECEIVING SUCH DISTRIBUTIONS PURSUANT TO THIS PLAN WILL BE
DEEMED TO HAVE SPECIFICALLY CONSENTED TO THE INJUNCTIONS SET FORTH IN THIS
SECTION 8.6.

8.7. Effect of Confirmation.

(A) Binding Effect. On the Confirmation Date, the provisions
of the Plan shall become binding on the Debtors, the Estates, the Reorganized
Debtors, all holders of Claims against or Interests in the Debtors, and all
other parties in interest in the Chapter 11 Cases whether or not such holders of
Claims or Interests are impaired and whether or not such holders have accepted
this Plan.

(B) Filing of Reports. The Reorganized Debtors shall file all
reports and pay all fees required by the Bankruptcy Code, the Bankruptcy Rules,
the United States Trustee guidelines, and the rules and orders of the Bankruptcy
Court.

(C) Post-Confirmation Date Retention of Professionals. Upon
the Effective Date, any requirement that professionals employed by the
Reorganized Debtors comply with sections 327 through 331 of the Bankruptcy Code
in seeking retention or compensation for services rendered after such date will
terminate, and the Reorganized Debtors will be authorized to employ and
compensate professionals in the ordinary course of business and without the need
for Bankruptcy Court approval.

ARTICLE IX

CONDITIONS PRECEDENT

9.1. Conditions to Confirmation. The following are conditions
precedent to confirmation of this Plan that may be satisfied or waived in
accordance with Section 9.3 of this Plan:

(A) The Bankruptcy Court shall have approved a Disclosure
Statement with respect to this Plan as containing adequate information within
the meaning of section 1125 of the Bankruptcy Code.

(B) The Confirmation Order shall be reasonably acceptable to
the Debtors and, with respect to issues pertinent to the Note Offering, counsel
to the New Noteholders.

9.2. Conditions to Occurrence of the Effective Date. The
following are conditions precedent to the occurrence of the Effective Date, each
of which may be satisfied or waived in accordance with Section 9.3 of this Plan:

(A) The transactions contemplated by Section 6.2 of this Plan
shall have been waived or satisfied in accordance with the terms of this Plan,
the Escrow Agreement, the New Notes Purchase Agreement, and the New Notes
Indenture.

(B) The Confirmation Order shall have been entered by the
Bankruptcy Court and shall not be subject to any stay and shall otherwise be in
full force and effect.

(C) Each exhibit, document or agreement to be executed in
connection with this Plan, including, without limitation, the Management
Incentive Plan, shall be in substantially the form filed with the Bankruptcy
Court and acceptable to the Debtors and the Bondholders Committee.

9.3. Waiver of Conditions to Confirmation or Consummation. The
conditions precedent set forth in Section 9.1 of this Plan may be waived by the
Debtors, in whole or in part, without notice to any other parties in interest or
the Bankruptcy Court and without a hearing; provided, however, that the
conditions precedent set forth in Sections 9.1(B) and 9.2(A) of this Plan may
only be waived with the reasonable consent of the Debtors and counsel to the New
Noteholders. The failure to satisfy or waive any condition to Confirmation or
occurrence of the Effective Date may be asserted by the Debtors in their sole
discretion regardless of the circumstances giving rise to the failure of such
condition to be satisfied (including any action or inaction by the Debtors in
their sole discretion). The failure of the Debtors to exercise any of the
foregoing rights shall not be deemed a waiver of any other rights, and each such
right shall be deemed an ongoing right which may be asserted at any time.

ARTICLE X

RETENTION AND SCOPE OF JURISDICTION OF THE BANKRUPTCY COURT

10.1. Retention of Jurisdiction. On and after the Effective Date,
the Bankruptcy Court shall have or retain jurisdiction for the following
purposes:

(A) To adjudicate objections concerning the allowance,
priority, or classification of Claims and Interests;

(B) To liquidate the amount of any disputed, contingent or
unliquidated Claim, to estimate the amount of any disputed, contingent or
unliquidated Claim, and to establish the amount of any Distribution Reserve
required to be withheld from any Distribution under the Plan on account of any
disputed, contingent or unliquidated Claim;

(C) To resolve all matters related to the rejection,
assumption, and/or assumption and assignment of any executory contract or
unexpired lease of the Debtors, including the determination of Cure Amounts;

(D) To hear and rule upon all Retained Actions, Avoidance
Actions, and other Causes of Action commenced and/or pursued by the Debtors
and/or the Reorganized Debtors;

(E) To hear and rule upon all applications for allowance of
Administrative Expense Claims and Professional Compensation Claims;

(F) To modify this Plan pursuant to section 1127 of the
Bankruptcy Code, to remedy any apparent defect or omission in this Plan, or to
reconcile any inconsistency in this Plan as may be necessary to carry out its
intent and purposes;

(G) To construe or interpret any provisions of this Plan and
to issue such orders as may be necessary for the implementation, execution, and
consummation of the Plan, to the extent authorized by the Bankruptcy Code;

(H) To adjudicate controversies arising out of the
administration of the Estates or the implementation of this Plan;

(I) To make such determinations and enter such orders as may
be necessary to effectuate all the terms and conditions of this Plan, including
the enforcement of releases and injunctions, the Distribution of funds from the
Estates, and the payment of Allowed Claims;

(J) To determine any suit or proceeding brought by the Debtors
and/or the Reorganized Debtors to recover property under any provision of the
Bankruptcy Code;

(K) To hear and determine any matters concerning local, state
and federal tax liabilities of the Debtors in accordance with sections 346, 505
an 1146 of the Bankruptcy Code, and to determine any tax claims that may arise
against the Debtors or the Reorganized Debtors as a result of the transactions
contemplated by this Plan;

(L) To determine such other matters as may be provided for in
the Plan or the Confirmation Order or as may be authorized by or under the
provisions of the Bankruptcy Code;

(M) To determine any controversies, actions or disputes that
may arise under the provisions of this Plan, or the rights, duties or
obligations of any Person under the provisions of this Plan;

(N) To determine all matters that may be pending before the
Bankruptcy Court on or before the Effective Date; and

(O) To enter a final decree closing the Chapter 11 Cases
pursuant to section 350 of the Bankruptcy Code.

10.2. Alternative Jurisdiction. In the event that the Bankruptcy
Court is found to lack jurisdiction to resolve any matter, then such matter may
be brought before any court having jurisdiction with regard thereto.

ARTICLE XI

MISCELLANEOUS PROVISIONS

11.1. Modification of the Plan. The Debtors reserve the right to
modify this Plan at any time before the Confirmation Date in accordance with
section 1127 of the Bankruptcy Code and Bankruptcy Rule 3019. Subject to the
consent of any Committee which has recommended that its constituency vote in
favor of the Plan, which consent shall not be unreasonably withheld, the Debtors
may modify this Plan, before or after confirmation, without notice or hearing,
or after such notice and hearing as the Bankruptcy Court deems appropriate, if
the Bankruptcy Court finds that the modification does not materially and
adversely affect the rights of any parties in interest which have not had notice
and an opportunity to be heard with regard thereto. In the event of any
modification of this Plan on or before the Confirmation Date, any votes to
accept or reject the Plan shall be deemed to be votes to accept or reject the
Plan as modified, unless the Bankruptcy Code finds that the modification
materially and adversely affects the rights of parties in interest which have
cast said votes. Without limiting the generality of the foregoing, to the extent
that the Bankruptcy Court enters a Substantive Consolidation Order and such
Order is not stayed, reversed or modified, the Debtors may seek (to the extent
necessary) to modify the Plan to reflect such ruling, which will have the
adverse effect on recoveries for holders of Prepetition Note Claims as set forth
in the Disclosure Statement.

11.2. Terms Binding. Upon the entry of the Confirmation Order, all
provisions of this Plan, including all agreements, instruments and other
documents filed in connection with this Plan and executed by the Debtors or the
Reorganized Debtors in connection with this Plan, shall be binding upon the
Debtors, the Reorganized Debtors, all Claim and Interest holders and all other
Persons that are affected in any manner by this Plan. All agreements,
instruments and other documents filed in connection with this Plan shall have
full force and effect, and shall bind all parties thereto as of the entry of the
Confirmation Order, whether or not such exhibits actually shall be executed by
parties other than the Debtors or the Reorganized Debtors, or shall be issued,
delivered or recorded on the Effective Date or thereafter.

11.3. Successors and Assigns. The rights, benefits and obligations
of any Person named or referred to in this Plan shall be binding upon, and shall
inure to the benefit of, the heir, executor, administrator, successor or
assignee of such Person.

11.4. Confirmation Order and Plan Control. Except as otherwise
provided in this Plan, in the event of any inconsistency between this Plan and
the Disclosure Statement, any exhibit to this Plan or any other instrument or
document created or executed pursuant to this

Plan, this Plan shall control. In the event of any inconsistency between the
Plan and the Confirmation Order, the Confirmation Order shall control.

11.5. Governing Law. Except to the extent that the Bankruptcy Code
or any other federal law is applicable or to the extent the law of a different
jurisdiction is validly elected by the Debtors, the rights, duties and
obligations arising under this Plan shall be governed in accordance with the
substantive laws of the United States of America and, to the extent federal law
is not applicable, the laws of the State of Ohio.

11.6. Severability. If the Bankruptcy Court determines at the
Confirmation Hearing that any material provision of this Plan is invalid or
unenforceable, such provision, subject to section 1127 of the Bankruptcy Code,
shall be severable from this Plan and shall be null and void, and, in such
event, such determination shall in no way limit or affect the enforceability or
operative effect of any or all other portions of this Plan.

11.7. Incorporation by Reference. Each exhibit or schedule to this
Plan, including each document included in the Plan Supplement, is incorporated
herein by reference.

11.8. Payment of Statutory Fees. With respect to each Chapter 11
Case, all fees payable pursuant to section 1930(a)(6) of title 28 of the United
States Code shall be paid by the Reorganized Debtors on a quarterly basis until
such Chapter 11 Case is converted, dismissed, or closed, whichever occurs first.
Following confirmation of the Plan, the Reorganized Debtors shall file with the
Bankruptcy Court and serve on the United States Trustee quarterly financial
reports regarding all income and disbursements, including all Distributions
under the Plan, for each quarter (or portion thereof) the Chapter 11 Cases
remain open.

11.9. Notice. For any notice, request or demand to or upon the
Debtors or the Reorganized Debtors to be effective, it shall be in writing
(including by facsimile transmission or electronic mail) and, unless otherwise
expressly provided herein, shall be deemed to have been duly given or made when
actually delivered or, in the case of notice by facsimile transmission or
electronic mail, when received and telephonically or electronically confirmed,
addressed as follows:

If to the Debtors or the Reorganized Debtors:

Horizon PCS, Inc.
68 East Main Street
P.O. Box 480
Chillicothe, Ohio 45601-0480
Attention: Peter M. Holland

With a copy to:

Sidley Austin Brown & Wood LLP
Bank One Plaza
10 South Dearborn
Chicago, Illinois 60603

Attention: Shalom L. Kohn, Esq.
Bojan Guzina, Esq.

- and -

Porter Wright Morris & Arthur LLP
Huntington Center
41 South High Street
Columbus, Ohio 43215-6194
Attention: Jack R. Pigman, Esq.

If to the Bondholders Committee:

Akin Gump Strauss Hauer & Feld LLP
590 Madison Avenue
New York, New York 10022
Attention: Daniel H. Golden, Esq.

- and -

Akin Gump Strauss Hauer & Feld LLP
2029 Century Park East, Suite 2400
Los Angeles, California 90067
Attention: David P. Simonds, Esq.

If to the Trade Committee:

Bailey Cavalieri LLC
10 West Broad Street, Suite 2100
Columbus, Ohio 43215-3422
Attention: Nick V. Cavalieri, Esq.
Matthew T. Schaeffer, Esq.

If to the Agent:

Jones Day
North Point
901 Lakeside Avenue
Cleveland, Ohio 44114-1190
Attention: David G. Heiman, Esq.
Brett P. Barragate, Esq.

- and -

Jones Day
1420 Peachtree St. N.E., Suite 800
Atlanta, Georgia 30309
Attention: Jeffrey B. Ellman, Esq.

11.10. Reservation of Rights. Except as expressly set forth herein,
the Plan shall have no force and effect unless the Bankruptcy Court has entered
the Confirmation Order. The filing of the Plan, any statement or provision
contained in the Plan, or the taking of any action by the Debtors with respect
to the Plan shall not be and shall not be deemed to be an admission or waiver of
any rights of the Debtors with respect to the holders of Claims and Interests.

Dated: September 20, 2004

Respectfully submitted,

HORIZON PCS, INC., HORIZON PERSONAL
COMMUNICATIONS, INC., AND BRIGHT
PERSONAL COMMUNICATIONS SERVICES LLC

Debtors and Debtors-in-Possession

By: /s/ William A. McKell
---------------------------
William A. McKell
Chief Executive Officer

Counsel to the Debtors and Debtors-in-Possession:

SIDLEY AUSTIN BROWN & WOOD LLP
Shalom L. Kohn
Bojan Guzina
Bank One Plaza
10 South Dearborn Street
Chicago, Illinois 60603
Telephone: (312) 853-7000
Facsimile: (312) 853-7036

- -and-

PORTER WRIGHT MORRIS & ARTHUR LLP
Jack R. Pigman
Huntington Center
41 South High Street
Columbus, Ohio 43215-6194
Telephone: (614) 227-2000
Facsimile: (614) 227-2100