<SUBMISSION>
<ACCESSION-NUMBER>0000950136-01-500327
<TYPE>S-4
<PUBLIC-DOCUMENT-COUNT>28
<FILING-DATE>20010509
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>ALAMOSA DELAWARE INC
<CIK>0001097722
<ASSIGNED-SIC>3663
<IRS-NUMBER>752843707
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<FISCAL-YEAR-END>1231
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<ZIP>79407
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<MAIL-ADDRESS>
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<CITY>LUBBOCK
<STATE>TX
<ZIP>79407
</MAIL-ADDRESS>
</FILER>
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>ALAMOSA PCS INC
<CIK>0001101375
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<IRS-NUMBER>742938804
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<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>ALAMOSA DELAWARE GP LLC
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<FILER>
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<FILER>
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<STATE>TX
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</FILER>
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>TEXAS TELECOMMUNICATIONS LP
<CIK>0001101381
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<IRS-NUMBER>752851320
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<STREET1>5225 SOUTH LOOP 289, SUITE 120
<CITY>LUBBOCK
<STATE>TX
<ZIP>79424
</MAIL-ADDRESS>
</FILER>
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>ALAMOSA HOLDINGS LLC
<CIK>0001140188
<ASSIGNED-SIC>
<IRS-NUMBER>752900875
<STATE-OF-INCORPORATION>DE
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<CITY>LUBBOCK
<STATE>TX
<ZIP>79424
</MAIL-ADDRESS>
</FILER>
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>ALAMOSA MISSUURI LLC
<CIK>0001140189
<ASSIGNED-SIC>
<IRS-NUMBER>431827437
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
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</FILING-VALUES>
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<STREET1>5225 SOUTH LOOP 289
<STREET2>SUITE 120
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<STATE>TX
<ZIP>79424
<PHONE>8067221100
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>5225 SOUTH LOOP 289
<STREET2>SUITE 120
<CITY>LUBBOCK
<STATE>TX
<ZIP>79424
</MAIL-ADDRESS>
</FILER>
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>ALAMOSA MISSOURI PROPERTIES LLC
<CIK>0001140190
<ASSIGNED-SIC>
<IRS-NUMBER>431860773
<STATE-OF-INCORPORATION>MO
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
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<ZIP>79424
<PHONE>8067221100
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>5225 SOUTH LOOP 289
<STREET2>SUITE 120
<CITY>LUBBOCK
<STATE>TX
<ZIP>79424
</MAIL-ADDRESS>
</FILER>
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>WASHINGTON OREGON WIRELESS LLC
<CIK>0001140191
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<ZIP>79424
<PHONE>8067221100
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<STREET1>5225 SOUTH LOOP 289
<STREET2>SUITE 120
<CITY>LUBBOCK
<STATE>TX
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</MAIL-ADDRESS>
</FILER>
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>WASHINGTON OREGON WIRELESS PROPERTIES LLC
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<STATE>TX
<ZIP>79424
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</BUSINESS-ADDRESS>
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<STREET2>SUITE 120
<CITY>LUBBOCK
<STATE>TX
<ZIP>79424
</MAIL-ADDRESS>
</FILER>
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>WASHINGTON OREGON WIRELESS LICENSES LLC
<CIK>0001140193
<ASSIGNED-SIC>
<IRS-NUMBER>931311636
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
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<STREET2>SUITE 120
<CITY>LUBBOCK
<STATE>TX
<ZIP>79424
<PHONE>8067221100
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<MAIL-ADDRESS>
<STREET1>5225 SOUTH LOOP 289
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<CITY>LUBBOCK
<STATE>TX
<ZIP>79424
</MAIL-ADDRESS>
</FILER>
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>SWLP LLC
<CIK>0001140194
<ASSIGNED-SIC>
<IRS-NUMBER>752900875
<STATE-OF-INCORPORATION>OK
<FISCAL-YEAR-END>1231
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<ZIP>79424
<PHONE>8067221100
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<STREET1>5225 SOUTH LOOP 289
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<CITY>LUBBOCK
<STATE>TX
<ZIP>79424
</MAIL-ADDRESS>
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<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>SWGP LLC
<CIK>0001140195
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<CITY>LUBBOCK
<STATE>TX
<ZIP>79424
<PHONE>8067221100
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>5225 SOUTH LOOP 289
<STREET2>SUITE 120
<CITY>LUBBOCK
<STATE>TX
<ZIP>79424
</MAIL-ADDRESS>
</FILER>
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>SOUTHWEST PCS LP
<CIK>0001140196
<ASSIGNED-SIC>
<IRS-NUMBER>73154917
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<FISCAL-YEAR-END>1231
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<BUSINESS-ADDRESS>
<STREET1>5225 SOUTH LOOP 289
<STREET2>SUITE 120
<CITY>LUBBOCK
<STATE>TX
<ZIP>79424
<PHONE>8067221100
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>5225 SOUTH LOOP 289
<STREET2>SUITE 120
<CITY>LUBBOCK
<STATE>TX
<ZIP>79424
</MAIL-ADDRESS>
</FILER>
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>SOUTHWEST PCS PROPERTIES LLC
<CIK>0001140197
<ASSIGNED-SIC>
<IRS-NUMBER>522303150
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
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<ACT>33
<FILE-NUMBER>333-60572-15
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<BUSINESS-ADDRESS>
<STREET1>5225 SOUTH LOOP 289
<STREET2>SUITE 120
<CITY>LUBBOCK
<STATE>TX
<ZIP>79424
<PHONE>8067221100
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>5225 SOUTH LOOP 289
<STREET2>SUITE 120
<CITY>LUBBOCK
<STATE>TX
<ZIP>79424
</MAIL-ADDRESS>
</FILER>
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>SOUTHWEST PCS LICENSES LLC
<CIK>0001140198
<ASSIGNED-SIC>
<IRS-NUMBER>522303152
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-4
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<BUSINESS-ADDRESS>
<STREET1>5225 SOUTH LOOP 289
<STREET2>SUITE 120
<CITY>LUBBOCK
<STATE>TX
<ZIP>79424
<PHONE>8067221100
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>5225 SOUTH LOOP 289
<STREET2>SUITE 120
<CITY>LUBBOCK
<STATE>TX
<ZIP>79424
</MAIL-ADDRESS>
</FILER>
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>ALAMOSA WISCONSIN PROPERTIES LLC
<CIK>0001140199
<ASSIGNED-SIC>
<IRS-NUMBER>742938839
<STATE-OF-INCORPORATION>WI
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
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<BUSINESS-ADDRESS>
<STREET1>5225 SOUTH LOOP 289
<STREET2>SUITE 120
<CITY>LUBBOCK
<STATE>TX
<ZIP>79424
<PHONE>8067221100
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>5225 SOUTH LOOP 289
<STREET2>SUITE 120
<CITY>LUBBOCK
<STATE>TX
<ZIP>79424
</MAIL-ADDRESS>
</FILER>
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>ALAMOSA FINANCE LLC
<CIK>0001140200
<ASSIGNED-SIC>
<IRS-NUMBER>742938839
<STATE-OF-INCORPORATION>WI
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
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<BUSINESS-ADDRESS>
<STREET1>5225 SOUTH LOOP 289
<STREET2>SUITE 120
<CITY>LUBBOCK
<STATE>TX
<ZIP>79424
<PHONE>8067221100
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>5225 SOUTH LOOP 289
<STREET2>SUITE 120
<CITY>LUBBOCK
<STATE>TX
<ZIP>79424
</MAIL-ADDRESS>
</FILER>
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>ALAMOSA LIMITED LLC
<CIK>0001140201
<ASSIGNED-SIC>
<IRS-NUMBER>742938804
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-4
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<FILM-NUMBER>1627325
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>5225 SOUTH LOOP 289
<STREET2>SUITE 120
<CITY>LUBBOCK
<STATE>TX
<ZIP>79424
<PHONE>8067221100
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>5225 SOUTH LOOP 289
<STREET2>SUITE 120
<CITY>LUBBOCK
<STATE>TX
<ZIP>79424
</MAIL-ADDRESS>
</FILER>
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>ALAMOSA PROPERTIES LP
<CIK>0001140202
<ASSIGNED-SIC>
<IRS-NUMBER>752921304
<STATE-OF-INCORPORATION>TX
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
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<BUSINESS-ADDRESS>
<STREET1>5225 SOUTH LOOP 289
<STREET2>SUITE 120
<CITY>LUBBOCK
<STATE>TX
<ZIP>79424
<PHONE>8067221100
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>5225 SOUTH LOOP 289
<STREET2>SUITE 120
<CITY>LUBBOCK
<STATE>TX
<ZIP>79424
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>S-4
<SEQUENCE>1
<FILENAME>file001.txt
<DESCRIPTION>REGISTRATION STATEMENT
<TEXT>

<PAGE>


     As filed with the Securities and Exchange Commission on May 9, 2001

                                             Registration Number 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            ------------------------

                                    FORM S-4

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            ------------------------

                            ALAMOSA (DELAWARE), INC.
                            (EXACT NAME OF REGISTRANT
                          AS SPECIFIED IN ITS CHARTER)

   DELAWARE                           4812                        75-2843707
(STATE OR OTHER          (PRIMARY STANDARD INDUSTRIAL          (I.R.S. EMPLOYER
JURISDICTION OF           CLASSIFICATION CODE NUMBER)           IDENTIFICATION
INCORPORATION OR                                                    NUMBER)
 ORGANIZATION)

                            ------------------------

                                5225 S. LOOP 289
                              LUBBOCK, TEXAS 79424
                                 (806) 722-1100
               (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
        INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                            ------------------------

                       SEE TABLE OF ADDITIONAL REGISTRANTS

                            ------------------------

                                David E. Sharbutt
                             Chief Executive Officer
                            Alamosa (Delaware), Inc.
                                5225 S. Loop 289
                              Lubbock, Texas 79424
                                 (806) 722-1100
            (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                            ------------------------

                                   Copies to:

                            Fred B. White, III, Esq.
                    Skadden, Arps, Slate, Meagher & Flom LLP
                                Four Times Square
                            New York, New York 10036
                                 (212) 735-3000

                            ------------------------


<PAGE>


     Approximate Date of Commencement of Proposed Sale to the Public: As soon as
practicable after the effective date of this Registration Statement.

     If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]

     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]

     If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

                            ------------------------

                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
=====================================================================================================================
                                                      PROPOSED              PROPOSED
TITLE OF EACH CLASS OF                                 MAXIMUM               MAXIMUM
   SECURITIES TO BE                AMOUNT TO BE     OFFERING PRICE          AGGREGATE             AMOUNT OF
      REGISTERED                    REGISTERED     PER SECURITY (2)      OFFERING PRICE (2)    REGISTRATION FEE (2)
---------------------------------------------------------------------------------------------------------------------
<S>                              <C>                 <C>                  <C>                   <C>
12 1/2% Senior Notes due 2011
of Alamosa (Delaware), Inc.        $250,000,000        100%                  $250,000,000          $62,500
---------------------------------------------------------------------------------------------------------------------
Guarantees (1)
=====================================================================================================================
</TABLE>


(1)  Pursuant to Rule 457(n) under the Securities Act, no separate filing fee
     will be paid in respect of these guarantees.

(2)  Estimated solely for the purposes of calculating the registration fee in
     accordance with Rule 457(f) under the Securities Act.


     THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.


================================================================================

<PAGE>


                         TABLE OF ADDITIONAL REGISTRANTS

<TABLE>
<CAPTION>

                                          STATE OR OTHER    PRIMARY STANDARD
                                          JURISDICTION OF     INDUSTRIAL           I.R.S. EMPLOYER
            EXACT NAME OF                  INCORPORATION    CLASSIFICATION        IDENTIFICATION
       ADDITIONAL REGISTRANTS              OR FORMATION      CODE NUMBER              NUMBER

<S>                                          <C>              <C>                 <C>
Alamosa Holdings, LLC*                        Delaware          4812                75-2900875

Alamosa PCS, Inc.*                            Delaware          4812                74-2938804

Alamosa Missouri, LLC*                        Missouri          4812                43-1827437

Alamosa Missouri Properties, LLC*             Missouri          4812                43-1860773

Washington Oregon Wireless, LLC*              Oregon            4812                93-1249029

Washington Oregon Wireless Properties,
LLC*                                          Delaware          4812                93-1311633

Washington Oregon Wireless Licenses, LLC*     Delaware          4812                93-1311636

SWLP, L.L.C.*                                 Oklahoma          4812                75-2900875

SWGP, L.L.C.*                                 Oklahoma          4812                75-2900875

Southwest PCS, L.P.*                          Oklahoma          4812                73-1545917

Southwest PCS Properties, LLC*                Delaware          4812                52-2303150

Southwest PCS Licenses, LLC*                  Delaware          4812                52-2303152

Alamosa Wisconsin GP, LLC*                    Wisconsin         4812                74-2938804

Alamosa Wisconsin Limited Partnership*        Wisconsin         4812                74-2938839

Alamosa (Wisconsin) Properties, LLC*          Wisconsin         4812                74-2938839

Alamosa Finance, LLC*                         Delaware          4812                74-2938804

Alamosa Limited, LLC
     200 West Ninth Street Plaza
     Suite 102
     Wilmington, Delaware 19801               Delaware          4812                74-2938804

Alamosa Delaware GP, LLC*                     Delaware          4812                74-2938804

Texas Telecommunications, LP*                 Texas             4812                75-2851320

Alamosa Properties, LP*                       Texas             4812                75-2921304
</TABLE>


-------------------
* Address and telephone of principal executive offices are the same as those of
Alamosa (Delaware), Inc.



<PAGE>

THE INFORMATION CONTAINED IN THIS DOCUMENT IS NOT COMPLETE AND MAY BE CHANGED.
THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS DOCUMENT IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.


                    SUBJECT TO COMPLETION, DATED MAY 9, 2001

PROSPECTUS

                            ALAMOSA (DELAWARE), INC.

                               EXCHANGE OFFER FOR
                          12 1/2% SENIOR NOTES DUE 2011

                            ------------------------

     We are offering to exchange an aggregate principal amount of up to
$250,000,000 of our new 12 1/2% senior notes due 2011, which have been
registered under the Securities Act of 1933, as amended, for a like amount of
our outstanding 12 1/2% senior notes due 2011.

                            ------------------------

                  THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.,
           NEW YORK CITY TIME, ON ___________, 2001, UNLESS EXTENDED.

                            ------------------------

TERMS OF THE EXCHANGE OFFER:

     o   We will exchange all outstanding notes that are validly tendered and
         not withdrawn prior to the expiration of the exchange offer.

     o   You may withdraw tendered outstanding notes at any time prior to the
         expiration of the exchange offer.

     o   We believe that the exchange of outstanding notes will not be a taxable
         exchange for United States federal income tax purposes, but you should
         see the section entitled "Material Federal Income Tax Consequences" on
         page 135 for more information.

     o   The terms of the notes to be issued are substantially identical to the
         terms of the outstanding notes, except for transfer restrictions and
         registration rights relating to the outstanding notes.

     o   We will not receive any proceeds from the exchange offer.

     o   There is no existing market for the notes to be issued, and we do not
         intend to apply for their listing on any securities exchange.

     SEE THE SECTION ENTITLED "RISK FACTORS" THAT BEGINS ON PAGE 10 FOR A
DISCUSSION OF THE RISKS THAT YOU SHOULD CONSIDER PRIOR TO TENDERING YOUR
OUTSTANDING NOTES FOR EXCHANGE.

                            -----------------------

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
AND EXCHANGE COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
PASSED UPON THE ADEQUACY OR THE ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

                            -----------------------

                     The date of this Prospectus is , 2001.


<PAGE>

                       WHERE YOU MAY FIND MORE INFORMATION

     We file reports and other information with the Securities and Exchange
Commission. Copies of those reports and other information may be inspected and
copied at the public reference facilities maintained by the Securities and
Exchange Commission at:

     o   Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549;

     o   Seven World Trade Center, 13th Floor, New York, New York 10048; or

     o   Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
         60661.

     Please call the Securities and Exchange Commission at 1-800-SEC-0330 for
further information on the operation of the public reference rooms.

     Copies of these materials can also be obtained by mail at prescribed rates
from the Public Reference Room of the Securities and Exchange Commission, 450
Fifth Street, N.W., Washington, D.C. 20549 or by calling the Securities and
Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission
maintains a website that contains reports, proxy statements and other
information regarding us. The address of the Securities and Exchange Commission
website is http://www.sec.gov.

     We have filed a registration statement on Form S-4 under the Securities Act
of 1933 with the Securities and Exchange Commission with respect to the
registered notes to be issued in the exchange offer. This prospectus does not
contain all of the information set forth in the registration statement because
certain parts of the registration statement are omitted in accordance with the
rules and regulations of the Securities and Exchange Commission. The
registration statement and its exhibits are available for inspection and copying
as set forth above.

     In the event that we are not required to comply with the reporting
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), we will be required under the indenture for the registered notes to
continue to file with the Securities and Exchange Commission, and to furnish the
holders of the registered notes with, the information, documents and other
reports specified in Sections 13 and 15(d) of the Exchange Act.

     The documents referred to in this prospectus are available from us upon
request. We will provide a copy of any and all of the information that is
referred to in this prospectus to any person, without charge, upon written or
oral request. If exhibits to the documents referred to in this prospectus are
not themselves specifically referred to in this prospectus, then the exhibits
will not be provided.

     Requests for documents should be directed to:

            Alamosa (Delaware), Inc.
            5225 S. Loop 289
            Lubbock, TX 79424
            Attention: Kendall W. Cowan,
                       Chief Financial Officer and Secretary

     You should rely only on the information contained in this prospectus or
information to which we have referred you. We have not authorized anyone to
provide you with any additional information.

                                      -i-
<PAGE>
                           FORWARD-LOOKING STATEMENTS

     This prospectus includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act, and Section 21E of the Exchange Act, which
can be identified by the use of forward-looking terminology such as "may,"
"might," "could," "would," "believe," "expect," "intend," "plan," "seek,"
"anticipate," "estimate," "project" or "continue" or the negative thereof or
other variations thereon or comparable terminology. All statements other than
statements of historical fact included in this prospectus, including, but not
limited to, those regarding our financial position and liquidity, are
forward-looking statements. These forward-looking statements also include:

     o   forecasts of growth in the number of consumers using wireless personal
         communications services and in estimated populations;

     o   statements regarding our plans for, schedule for and costs of the
         build-out of our portion of the Sprint PCS network;

     o   statements regarding our anticipated revenues, expense levels,
         liquidity and capital resources, operating losses and projections of
         when we will launch commercial wireless personal communications
         service in particular markets; and

     o   statements regarding expectations or projections about markets in our
         territories.

     Although we believe that the expectations reflected in such forward-looking
statements are reasonable, we can give no assurance that such expectations will
prove to have been correct. Important factors with respect to any such
forward-looking statements, including certain risks and uncertainties that could
cause actual results to differ materially from our expectations ("Cautionary
Statements") are disclosed in this prospectus, including, without limitation, in
conjunction with the forward-looking statements included in this prospectus.
Important factors that could cause actual results to differ materially from
those in the forward-looking statements included herein include, but are not
limited to:

     o   our dependence on our affiliation with Sprint PCS;

     o   the ability of Sprint PCS to alter fees paid or charged to us in
         accordance with our affiliation agreements;

     o   the need to successfully complete the build-out of our portion of the
         Sprint PCS network on our anticipated schedule;

     o   our limited operating history and anticipation of future losses;

     o   our dependence on Sprint PCS's back office services;

     o   potential fluctuations in our operating results;

     o   changes or advances in technology;

     o   competition in the industry and markets in which we operate;

     o   our ability to attract and retain skilled personnel;

     o   our potential need for additional capital or the need for refinancing
         existing indebtedness;

     o   our potential inability to expand our services and related products in
         the event of substantial increases in demand for these services and
         related products;

                                      -ii-
<PAGE>


     o   changes in government regulation; and

     o   general economic and business conditions.

     All subsequent written and oral forward-looking statements attributable to
us or persons acting on our behalf are expressly qualified in their entirety by
the Cautionary Statements.









                                     -iii-
<PAGE>

                               PROSPECTUS SUMMARY

     The following summary highlights selected information from this prospectus
and may not contain all of the information that is important to you. This
prospectus includes the basic terms of the notes we are offering, as well as
information regarding our business and detailed financial data. We encourage you
to read this prospectus in its entirety. References in this prospectus to
"Alamosa (Delaware)," "we," "our" and "us" refer to Alamosa (Delaware), Inc.
and our subsidiaries. "Alamosa Holdings" refers to Alamosa Holdings, Inc., our
parent holding company.

                                  THE COMPANY

     OVERVIEW. We are an indirect wholly owned subsidiary of Alamosa Holdings,
Inc., a Delaware corporation, whose shares of common stock are quoted on the
Nasdaq National Market System under the symbol "APCS." We are a holding company,
and through our operating subsidiaries we provide wireless personal
communications services, commonly referred to as PCS, in the Southwestern,
Northwestern and Midwestern United States. We are a network partner of Sprint
PCS, the personal communications services group of Sprint Corporation. Sprint
PCS, directly and through affiliates such as us, provides wireless personal
communications services in more than 4,000 cities and communities across the
country. We have the exclusive right to provide digital wireless personal
communications network services under the Sprint and Sprint PCS brand names in a
territory primarily located in Texas, New Mexico, Arizona, Colorado, Wisconsin,
Illinois, Oklahoma, Kansas, Missouri, Washington and Oregon. Through December
31, 1999, we were a development stage company.

     We launched Sprint PCS service in Laredo, Texas in June 1999, and through
March 31, 2001 have commenced service in 62 additional markets, including 41
markets in territories serviced by companies that we acquired in 2001. At March
31, 2001, our systems covered approximately 9,202,300 residents out of
approximately 15,642,200 million total residents in those markets. The number of
residents covered by our systems does not represent the number of Sprint PCS
subscribers that we expect to be based in our territories. As of March 31, 2001,
261,345 Sprint PCS subscribers were based in our territories.

     RECENT ACQUISITIONS. On February 14, 2001, we completed our acquisition of
Roberts Wireless Communications, L.L.C. ("Roberts") and Washington Oregon
Wireless, LLC ("WOW"). Roberts' service area, which includes 2.5 million people,
includes the market areas surrounding Kansas City, the world headquarters of
Sprint PCS, and St. Louis, including the Interstate 70 corridor connecting the
two cities. At December 31, 2000, Roberts' network covered approximately 1.1
million people. WOW's service area, which includes 1.5 million people, includes
the market areas of Ellenburg, Yakima and Kennewick, Washington and key travel
corridors within Washington and Oregon. At December 31, 2000, WOW's network
covered approximately 800,000 people.

     On March 30, 2001, we completed our acquisition of Southwest PCS Holdings,
Inc. ("Southwest"). Southwest's service area, which includes 2.8 million people,
includes market areas in Texas, Oklahoma and Arkansas, encompassing over 2,100
heavily traveled highway miles. At December 31, 2000, Southwest had launched
service in 18 markets covering approximately 1.5 million residents and had
approximately 40,000 customers.

     In connection with the Roberts and WOW acquisitions, we entered into a new
senior secured credit facility for up to $280 million. In connection with the
acquisition of Southwest, we increased the amount of the senior secured credit
facility from $280 million to $333 million. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Liquidity and
Capital Resources."

                                   ----------

     Our principal executive office is located at 5225 S. Loop 289, Lubbock,
Texas 79424. Our telephone number is (806) 722-1100.



<PAGE>
                               THE EXCHANGE OFFER

     On January 31, 2001, we issued and sold $250 million aggregate principal
amount of 12 1/2% senior notes due 2011 in a transaction exempt from the
registration requirements of the Securities Act. Simultaneously with that
transaction, we entered into a registration rights agreement with the initial
purchasers of those original notes, in which we agreed to deliver this
prospectus to you and to commence this exchange offer. In this exchange offer,
you may exchange your outstanding notes for registered notes which have
substantially the same terms. You should read the discussion under the headings
"The Exchange Offer" and "Description of Notes" for further information
regarding the notes to be issued in the exchange offer. The term "registered
notes" refers to the registered 12 1/2% Senior Notes due 2011 being offered in
the exchange offer. The term "outstanding notes" refers to our currently
outstanding 12 1/2% Senior Notes due 2011 that are exchangeable for the
registered notes.

Securities Offered........................... Up to $250 million in principal
                                              amount of new 12 1/2% senior notes
                                              due 2011, registered under the
                                              Securities Act of 1933. The terms
                                              of the notes offered in the
                                              exchange offer are substantially
                                              identical to those of the
                                              outstanding notes, except that the
                                              transfer restrictions,
                                              registration rights and special
                                              interest provisions relating to
                                              the outstanding notes do not apply
                                              to the new registered notes.

The Exchange Offer........................... We are offering registered notes
                                              in exchange for a like principal
                                              amount of our outstanding
                                              unregistered notes. We are
                                              offering these registered notes to
                                              satisfy our obligations under a
                                              registration rights agreement
                                              which we entered into with the
                                              initial purchasers of the
                                              outstanding notes. You may tender
                                              your outstanding notes for
                                              exchange by following the
                                              procedures described under the
                                              heading "The Exchange Offer."

Tenders; Expiration Date; Withdrawal......... The exchange offer will expire at
                                              5:00 p.m., New York City time, on
                                              [ ], unless we extend it. If you
                                              decide to exchange your
                                              outstanding notes for registered
                                              notes, you must acknowledge that
                                              you are not engaging in, and do
                                              not intend to engage in, a
                                              distribution of the registered
                                              notes. You may withdraw any notes
                                              that you tender for exchange at
                                              any time prior to [ ]. If we
                                              decide for any reason not to
                                              accept any notes you have tendered
                                              for exchange, those notes will be
                                              returned to you without cost
                                              promptly after the expiration or
                                              termination of the exchange offer.
                                              See "The Exchange Offer -- Terms
                                              of the Exchange Offer" for a more
                                              complete description of the tender
                                              and withdrawal provisions.

United States Federal Income
  Tax Consequences........................... Your exchange of outstanding notes
                                              for registered notes to be issued
                                              in the exchange offer will not
                                              result in any gain or loss to you
                                              for United States federal income
                                              tax purposes. See "Material United
                                              States Federal Tax Considerations"
                                              for a summary of material United
                                              States federal income tax
                                              consequences associated with the
                                              exchange of outstanding notes for
                                              the registered notes to be issued
                                              in the exchange offer and the
                                              ownership and disposition of those
                                              registered notes.

Accounting Treatment......................... We will not recognize any gain or
                                              loss for accounting purposes upon
                                              the consummation of the exchange
                                              offer. We will amortize the
                                              expense of the exchange offer over
                                              the term of the registered notes
                                              under accounting principles
                                              generally acceptable in the United
                                              States of America.

                                       2
<PAGE>


Use of Proceeds.............................. We will not receive any cash
                                              proceeds from the exchange offer.

Exchange Agent............................... Wells Fargo Bank Minnesota, N.A.

Consequences of Failure to
  Exchange................................... Outstanding notes not exchanged in
                                              the exchange offer will continue
                                              to be subject to the restrictions
                                              on transfer that are described in
                                              the legend on the outstanding
                                              notes. In general, you may offer
                                              or sell your outstanding notes
                                              only if they are registered under,
                                              or offered or sold under an
                                              exemption from, the Securities Act
                                              and applicable state securities
                                              laws. We do not currently intend
                                              to register the outstanding notes
                                              under the Securities Act. If your
                                              notes are not tendered and
                                              accepted in the exchange offer, it
                                              may become more difficult for you
                                              to sell or transfer your
                                              unexchanged notes.

Consequences of Exchanging
  Your Outstanding Notes..................... Based on interpretations of the
                                              staff of the Securities and
                                              Exchange Commission, we believe
                                              that you may offer for resale,
                                              resell or otherwise transfer the
                                              notes that we issue in the
                                              exchange offer without complying
                                              with the registration and
                                              prospectus delivery requirements
                                              of the Securities Act if:

                                              o  you acquire the notes issued in
                                                 the exchange offer in the
                                                 ordinary course of your
                                                 business;

                                              o  you are not participating, do
                                                 not intend to participate, and
                                                 have no arrangement or
                                                 undertaking with anyone to
                                                 participate, in the
                                                 distribution of the notes
                                                 issued to you in the exchange
                                                 offer; and

                                              o  you are not an "affiliate" of
                                                 Alamosa (Delaware), as defined
                                                 in Rule 405 of the Securities
                                                 Act.

                                              If any of these conditions are not
                                              satisfied and you transfer any
                                              notes issued to you in the
                                              exchange offer without delivering
                                              a proper prospectus or without
                                              qualifying for a registration
                                              exemption, you may incur liability
                                              under the Securities Act. We will
                                              not be responsible for, or
                                              indemnify you against, any
                                              liability you may incur.

                                              Each broker-dealer that receives
                                              registered notes for its own
                                              account in exchange for
                                              outstanding notes, where such
                                              outstanding notes were acquired
                                              by such broker-dealer as a result
                                              of market-making activities or
                                              other trading activities, must
                                              acknowledge that it will deliver a
                                              prospectus in connection with any
                                              resale of such registered notes.
                                              See "Plan of Distribution".


                                       3
<PAGE>

                              THE REGISTERED NOTES

     When we refer to the term "note" or "senior notes", we are referring to
both the outstanding notes and the registered notes.

     The terms of the registered notes we are issuing in this exchange offer and
the outstanding notes are identical in all material respects, except:

     o   the registered notes will have been registered under the Securities
         Act;

     o   the registered notes will not contain transfer restrictions and
         registration rights that relate to the outstanding notes; and

     o   the registered notes will not contain provisions relating to the
         payment of special interest to the holders of the outstanding notes
         under circumstances related to the timing of the exchange offer.

     A brief description of the material terms of the registered notes follows:

Securities Offered..........................  $250 million aggregate principal
                                              amount of 12 1/2% senior notes due
                                              2011.

Issuer......................................  Alamosa (Delaware), Inc.

Maturity Date...............................  February 1, 2011.

Interest....................................  12 1/2% per annum, payable
                                              semi-annually on February 1 and
                                              August 1, beginning on August 1,
                                              2001.

Subsidiary Guarantees.......................  The registered notes will be
                                              guaranteed on a senior
                                              subordinated basis by all of our
                                              current or future domestic
                                              restricted subsidiaries. See
                                              "Description of Notes --
                                              Subsidiary Guarantees."

Ranking.....................................  The registered notes will be:

                                              o  senior unsecured obligations of
                                                 Alamosa (Delaware) (except to
                                                 the extent of amounts secured
                                                 under the security agreement
                                                 described below);

                                              o  equal in right of payment to
                                                 all of our existing and future
                                                 senior debt, including our
                                                 12 7/8% senior discount notes
                                                 due 2010; and

                                              o  senior in right of payment to
                                                 all of our existing and future
                                                 subordinated debt.

                                              The guarantees will be unsecured
                                              obligations of the guarantors and
                                              will be:

                                              o  subordinated in right of
                                                 payment to each guarantor's
                                                 obligations under any credit
                                                 facilities with banks or
                                                 institutional lenders, referred
                                                 to herein as "designated senior
                                                 debt;"


                                       4
<PAGE>


                                              o  equal in right of payment to
                                                 all existing and future senior
                                                 subordinated debt of each
                                                 guarantor; and

                                              o  senior in right of payment to
                                                 all existing and future
                                                 subordinated debt of each
                                                 guarantor.

                                              At the time of completion of this
                                              offering, the guarantees will be
                                              subordinated to any obligations of
                                              our subsidiaries under our senior
                                              secured credit facility for up to
                                              $333.0 million. Our guarantors
                                              generate all of our operating
                                              income, and we are dependent on
                                              them to meet our obligations under
                                              the notes.

                                              See "Description of Notes --
                                              Ranking."

Security  Agreement.........................  Concurrently with the closing of
                                              the offering of the outstanding
                                              notes, we deposited with Wells
                                              Fargo Bank Minnesota, N.A., as
                                              custody agent, approximately $59.0
                                              million from the proceeds of such
                                              offering in U.S. government
                                              securities to secure on a pro rata
                                              basis our payment obligations
                                              under the notes and under our
                                              12 7/8% senior discount notes. The
                                              amount that was deposited in the
                                              security account, together with
                                              the proceeds from the investment
                                              thereof, will be sufficient to pay
                                              when due the first four interest
                                              payments on the notes. Funds will
                                              be released from the custody
                                              account to make interest payments
                                              on the notes as they become due,
                                              so long as there does not exist an
                                              event of default with respect to
                                              the notes or the 12 7/8% senior
                                              discount notes.

Optional Redemption.........................  On or prior to February 1, 2004,
                                              we may use the net proceeds from
                                              certain equity offerings by us or
                                              our direct or indirect parent
                                              companies to redeem up to 35% of
                                              the aggregate principal amount of
                                              the notes at a redemption price of
                                              112.5% of the principal amount as
                                              of the date of redemption,
                                              provided that at least 65% of the
                                              principal amount of the notes
                                              remains outstanding immediately
                                              after the redemption.

                                              See "Description of Notes --
                                              Optional Redemption."

                                              On or after February 1, 2006, we
                                              may redeem all or part of the
                                              registered notes at various
                                              redemption prices set forth under
                                              "Description of Notes -- Optional
                                              Redemption," together with accrued
                                              and unpaid interest, if any, to
                                              the date of redemption.

Change of Control...........................  If we experience a change of
                                              control, we will be required to
                                              make an offer to repurchase the
                                              registered notes at a price equal
                                              to 101% of the principal amount
                                              together with accrued and unpaid
                                              interest, if any, to the date of
                                              repurchase. See "Description of
                                              Notes -- Repurchase at the Option
                                              of Holders Upon a Change of
                                              Control."

Restrictive Covenants.......................  The indenture governing the
                                              registered notes contains
                                              covenants that, among other things
                                              and subject to important excep-

                                       5
<PAGE>

                                              tions, limit our ability and the
                                              ability of our existing and future
                                              domestic restricted subsidiaries
                                              to:

                                              o  incur additional debt or issue
                                                 preferred stock;

                                              o  pay dividends, redeem capital
                                                 stock or make other restricted
                                                 payments or investments;

                                              o  create liens on assets;

                                              o  merge, consolidate or dispose
                                                 of assets;

                                              o  enter into transactions with
                                                 affiliates; and

                                              o  change lines of business.

                                              See "Description of Notes --
                                              Certain Covenants."

                                  RISK FACTORS

     See "Risk Factors" beginning on page 10 for a discussion of factors that
should be considered by holders of the outstanding notes in the exchange offer.





                                       6
<PAGE>

                            ALAMOSA (DELAWARE), INC.
                    SELECTED HISTORICAL FINANCIAL INFORMATION

     The selected financial data presented below under the captions "Selected
Operating Data" and "Selected Balance Sheet Data" as of and for the year ended
December 31, 2000 and December 31, 1999 and for the period ended December 31,
1998 have been derived from the audited consolidated financial statements of
Alamosa (Delaware) and the notes thereto appearing elsewhere herein.

     It is important that you also read "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and the financial statements for
the periods ended December 31, 1998, 1999, and 2000 and the related notes
appearing elsewhere herein.

<TABLE>
<CAPTION>
                                                                                             FOR THE PERIOD JULY
                                            FOR THE YEAR ENDED       FOR THE YEAR ENDED      16, 1998 (INCEPTION)
                                               DECEMBER 31,             DECEMBER 31,               THROUGH
                                                    2000                    1999              DECEMBER 31, 1998
                                           ---------------------    ---------------------   ---------------------


<S>                                          <C>                      <C>                  <C>
SELECTED OPERATING DATA:
Revenues:
        Service revenues                       $73,499,638              $6,533,623           $          -
        Product sales                            9,200,669               2,450,090                      -
                                              ------------            ------------              ---------
          Total revenue                         82,700,307               8,983,713                      -
                                              ------------            ------------              ---------

Costs and expenses                             151,596,913              39,655,669                958,394
Interest and other income/(expense)            (11,291,494)             (2,163,903)                34,572
                                              ------------            ------------              ---------
Net income/(loss)                             ($80,188,100)           ($32,835,859)             ($923,822)
                                              ============            ============              =========

Other data:
        Deficiency of earnings
          before fixed charges (1)            ($80,188,100)           ($33,492,844)             ($923,822)
                                              ------------            ------------              ---------

</TABLE>


<TABLE>
<CAPTION>
                                                  AS OF                      AS OF                    AS OF
                                               DECEMBER 31,                DECEMBER 31,            DECEMBER 31,
                                                  2000                       1999                     1998
                                          ---------------------    ---------------------   ------------------------
<S>                                           <C>                          <C>                      <C>
SELECTED BALANCE SHEET DATA:
Cash and cash  equivalents                    $141,768,167                 $5,655,711               $13,529,077
Short-term investments                           1,600,000                          -                         -
Property and equipment, net                    228,982,869                 84,713,724                 2,092,762
Restricted cash                                          -                    518,017                         -
Total assets                                   458,398,013                104,492,199                15,673,885
Accounts payable and accrued
 expenses                                       59,749,061                 15,153,068                   395,355
Long-term debt                                 263,804,132                 71,876,379                         -
Total liabilities                              326,999,923                 93,052,369                 1,597,707
Total shareholders' equity                    $131,398,090                $11,439,830               $14,076,178
</TABLE>



                                       7
<PAGE>

(1)  For purposes of computing the deficiency of earnings before fixed charges,
     fixed charges consist of interest expense, rental expense and amortization
     of expense related to indebtedness. The deficiency of earnings before fixed
     charges is the amount required for the ratio of earnings to fixed charges
     to be one-to-one.











                                       8
<PAGE>

                                 CAPITALIZATION

     The following table shows our cash and cash equivalents, restricted cash,
short-term debt, long-term debt, stockholders' equity and capitalization:

     o   on an historical basis as of December 31, 2000; and

     o   on an adjusted basis reflecting (1) the acquisitions of Roberts, WOW
         and Southwest, (2) the issuance of $250 million in senior notes, less
         discounts and commissions of the initial purchasers and estimated
         offering expenses of $7.5 million, (3) the initial draw of $150 million
         under the senior secured credit facility used to pay off the EDC debt
         and the debt of Roberts and WOW and the subsequent increase of the
         senior secured credit funding to $333 million and drawdown of $53
         million thereunder to pay off the secured portion of the debt of
         Southwest, and (4) the use of approximately $59 million to establish a
         security account to secure on a pro rata basis our payment obligations
         under the senior notes and the senior discount notes and $11.5 million
         as interest collateral for the new senior secured credit facility.

<TABLE>
<CAPTION>
                                                                  AS OF DECEMBER 31, 2000
                                                            ----------------------------------
                                                               ACTUAL             AS ADJUSTED
                                                            ---------------   ----------------
                                                                   (UNAUDITED, IN THOUSANDS)

<S>                                                        <C>                  <C>
Cash and cash equivalents ..........................         $   141,768          $   276,466

Short-term investments .............................         $     1,600          $     1,600
Restricted cash (1) ................................                --            $    70,500
Short-term debt
Current portion of capital lease obligations .......                  36                   36
                                                             -----------          -----------
Long-term debt:
    EDC financing ..................................         $    54,524          $      --
    Senior discount notes ..........................             209,280              209,280
    Senior notes ...................................                --                250,000
    Senior secured credit facility .................                --                203,000
    Capital lease obligations ......................               1,039                1,039
                                                             -----------          -----------
    Total long-term debt ...........................         $   264,843          $   663,319
Stockholders' equity (deficit):
    Preferred stock, par value $.01 per share;
      1,000 shares authorized; no shares
      issued .......................................         $      --            $      --
    Common stock, par value $.01 per share:
      9,000 shares authorized;
      100 shares outstanding, actual and as adjusted                .001                 .001
    Additional paid-in capital .....................             246,459              792,513
    Unearned compensation ..........................              (1,113)              (1,698)
    Accumulated deficit ............................            (113,948)            (113,948)
                                                             -----------          -----------
Total stockholders' equity .........................         $   131,398          $   676,867
                                                             -----------          -----------
Total capitalization ...............................         $   396,277          $ 1,340,222
                                                             ===========          ===========
</TABLE>

------------------

(1)  Reflects the portion of the net proceeds of the offering of the outstanding
     senior notes used to purchase a portfolio of U.S. government securities.



                                       9
<PAGE>

                                  RISK FACTORS

     You should consider carefully the following risks and all of the
information set forth in this prospectus before tendering your notes for
exchange in the exchange offer. The risk factors set forth below, other than
those which discuss the consequences of failing to exchange your outstanding
notes in the exchange offer, are generally applicable to both the outstanding
notes and the registered notes.

RISKS RELATED TO THE NOTES

     YOU MAY HAVE DIFFICULTY SELLING THE NOTES WHICH YOU DO NOT EXCHANGE. If you
do not exchange your outstanding notes for the notes offered in this exchange
offer, you will continue to be subject to the restrictions on the transfer of
your notes. Those transfer restrictions are described in the indenture and in
the legend contained on the outstanding notes, and arose because we originally
issued the outstanding notes under exemptions from, and in transactions not
subject to, the registration requirements of the Securities Act of 1933.

     In general, you may offer or sell your outstanding notes only if they are
registered under the Securities Act and applicable state securities laws, or if
they are offered and sold under an exemption from those requirements. We do not
intend to register the outstanding notes under the Securities Act.

     If a large number of outstanding notes are exchanged for notes issued in
the exchange offer, it may be more difficult for you to sell your unexchanged
notes. In addition, if you do not exchange your outstanding notes in the
exchange offer, you will no longer be entitled to have those notes registered
under the Securities Act.

     See "The Exchange Offer -- Consequences of Failure to Exchange Outstanding
Notes" for a discussion of the possible consequences of failing to exchange your
notes.

     THE ABSENCE OF A PUBLIC MARKET MAY MAKE IT DIFFICULT TO SELL THE REGISTERED
NOTES. The outstanding notes were issued to, and we believe these securities are
currently owned by, a relatively small number of beneficial owners. The
outstanding notes have not been registered under the Securities Act and will
remain subject to restrictions on transferability if they are not exchanged for
the registered notes. Although the registered notes may be resold or otherwise
transferred by the holders (who are not our affiliates) without compliance with
the registration requirements under the Securities Act, they will constitute a
new issue of securities with no established trading market. There can be no
assurance that such a market will develop. In addition, the registered notes
will not be listed on any national securities exchange. The registered notes may
trade at a discount from the initial offering price of the outstanding notes,
depending upon prevailing interest rates, the market for similar securities, our
operating results and other factors. We have been advised by the initial
purchasers that they currently intend to make a market in the registered notes,
as permitted by applicable laws and regulations; however, the initial purchasers
are not obligated to do so, and any such market-making activities may be
discontinued at any time without notice. In addition, such market-making
activity may be limited during the exchange offer and the pendency of a shelf
registration. Therefore, there can be no assurance that an active market for any
of the registered notes will develop, either prior to or after our performance
of our obligations under the registration rights agreement. If an active public
market does not develop, the market price and liquidity of the registered notes
may be adversely affected.

     If a public trading market develops for the registered notes, future
trading prices will depend on many factors, including, among other things,
prevailing interest rates, our financial condition, and the market for similar
securities. Depending on these and other factors, the registered notes may trade
at a discount.

     Notwithstanding the registration of the registered notes in the exchange
offer, holders who are "affiliates" (as defined under Rule 405 of the Securities
Act) of Alamosa (Delaware) may publicly offer for sale or resale the registered
notes only in compliance with the provisions of Rule 144 under the Securities
Act.

                                       10
<PAGE>

     Each broker-dealer that receives registered notes for its own account in
exchange for outstanding notes, where such outstanding notes were acquired by
such broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such registered notes. See "Plan of Distribution."

     WE ARE A HOLDING COMPANY AND BECAUSE THE GUARANTEES ARE UNSECURED AND
SUBORDINATED TO DEBT THAT ENCUMBERS OUR GUARANTOR SUBSIDIARIES' ASSETS, YOU MAY
NOT BE FULLY REPAID IF WE OR OUR GUARANTOR SUBSIDIARIES BECOME INSOLVENT. The
notes are unsecured obligations of Alamosa (Delaware) (except to the extent of
amounts secured under the security agreement). We are a holding company that
will derive all our operating income from our subsidiaries. We are dependent on
the earnings and cash flow of our subsidiaries to meet our obligations with
respect to the notes. If we or our guarantor subsidiaries become insolvent, we
or our guarantor subsidiaries may not have sufficient assets to make payments on
amounts due on any or all of the notes or the subsidiary guarantees.

     In addition, the right to payment on the guarantees will be subordinated to
all of our guarantor subsidiaries' existing and future senior debt. Our
guarantor subsidiaries are parties to our senior secured credit facility,
pursuant to which they may incur indebtedness of up to $333 million. The senior
secured credit facility is secured by liens on substantially all of the assets
of our guarantor subsidiaries. We have guaranteed all of the obligations under
the senior secured credit facility and have granted a security interest in
substantially all of our assets (other than certain cash amounts and certain
other exceptions) as security for such obligations under the senior secured
credit facility. If our guarantor subsidiaries were to default on the senior
secured credit facility, Citibank, as administrative agent and collateral agent
under the senior secured credit facility, could foreclose on the collateral
(including our pledged assets) regardless of whether there exists any default
with respect to the notes and could, under certain circum stances, seek
repayment from us under our guarantee. These assets would first be used to repay
in full all amounts outstanding under the senior secured credit facility. If our
guarantor subsidiaries become bankrupt, liquidate, dissolve, reorganize or
undergo a similar proceeding, such guarantor subsidiaries' assets will be
available to pay obligations on the notes or the applicable guarantee only after
all outstanding senior debt of such party has been paid in full. In addition, an
event of default under the senior credit facility may prohibit us and the
guarantors of the notes from paying the notes or the guarantees of the notes.

     Our agreements with Sprint PCS and the infrastructure equipment used in our
network create the value of our assets. These assets are highly specialized and,
taken individually, have limited marketability, particularly as a result of some
of the provisions in the Sprint PCS agreements. Therefore, in a foreclosure
sale, these assets are likely to be sold as an entirety, and the lender may not
realize enough money to satisfy all senior debt.

     BECAUSE FEDERAL AND STATE STATUTES MAY ALLOW COURTS TO VOID THE GUARANTEES
OF THE NOTES BY OUR SUBSIDIARIES, YOU MAY NOT HAVE THE RIGHT TO RECEIVE ANY
MONEY PURSUANT TO THE GUARANTEES. Although the guarantees of the notes by our
subsidiaries provide you with a claim against the assets of the applicable
subsidiary guarantor, creditors of a bankrupt subsidiary guarantor may challenge
the guarantee. If a challenge were upheld, then the applicable guarantee would
be invalid and unenforceable, junior to all creditors, including trade
creditors, of that subsidiary guarantor.

     The creditors of a bankrupt subsidiary guarantor could challenge a
guarantee on the grounds that the guarantee constituted a fraudulent conveyance
under bankruptcy laws. If a court were to rule that the guarantee did constitute
a fraudulent conveyance, then the court could void the obligations under the
guarantee or subordinate the guarantee to other debt of the guarantor or take
other action detrimental to holders of the notes. In addition, any of the
guarantees could be subject to the claim that, since the guarantee was incurred
for our benefit, and only indirectly for the benefit of our subsidiary that
provided the guarantee, the obligations of the applicable guarantor were
incurred for less than fair consideration.

     WE MAY BE UNABLE TO PURCHASE THE NOTES UPON A CHANGE OF CONTROL. Upon a
change of control event, we would be required to offer to purchase the notes for
cash at a price equal to 101% of their aggregate principal amount, plus accrued
and unpaid interest, if any. We would also be required to offer to purchase our
senior discount

                                       11
<PAGE>

notes for cash at a price equal to 101% of their aggregate accreted value, plus
accrued and unpaid interest, if any. The terms of the notes may not protect you
if we undergo a highly leveraged transaction, reorganization, restructuring,
merger or similar transaction that may adversely affect you unless the
transaction is included within the definition of a change of control.

     A change of control under the terms of the notes is likely to constitute an
event of default under the senior secured credit facility. If this occurs, then
Citibank or other lenders pursuant to the senior secured credit facility may
declare their debt immediately due and payable. Since the guarantees of our
subsidiaries are subordinate in right of payment to the senior secured credit
facility, our subsidiary guarantors would first be obligated to pay any debt
declared under the senior secured credit facility immediately due and payable
before repurchasing any notes. The same could be true of any future debt
incurred by our subsidiaries pursuant to credit facilities with banks or other
institutional lenders. We cannot assure you that we will have the financial
resources necessary to repurchase the notes and satisfy other payment
obligations that could be triggered upon a change of control. If we do not have
sufficient financial resources to effect a change of control offer, we would be
required to seek additional financing from outside sources to repurchase the
notes. We cannot assure you that financing would be available to us on
satisfactory terms.

RISKS PARTICULAR TO OUR INDEBTEDNESS

     OUR SUBSTANTIAL LEVERAGE COULD ADVERSELY AFFECT OUR FINANCIAL HEALTH. We
are highly leveraged. As of December 31, 2000, on a pro forma consolidated basis
after giving effect to the issuance of the notes, the acquisitions of Roberts,
WOW and Southwest and the completion of the senior secured credit facility, our
total long-term indebtedness would have been approximately $663 million. As of
that date, such total long term indebtedness represents approximately 49% of our
total capitalization.

     The senior secured credit facility and the indentures governing the senior
discount notes and the senior notes permit us to incur additional indebtedness
subject to some limitations.

     Our substantial indebtedness could adversely affect our financial health
by, among other things:

     o   increasing our vulnerability to adverse economic conditions or
         increases in prevailing interest rates, particularly if any of our
         borrowings are at variable interest rates;

     o   limiting our ability to obtain any additional financing we may need to
         operate, develop and expand our business;

     o   requiring us to dedicate a substantial portion of any cash flow from
         operations to service our debt, which reduces the funds available for
         operations and future business opportunities; and

     o   potentially making us more highly leveraged than our competitors, which
         could potentially decrease our ability to compete in our industry.

     The ability to make payments on our debt will depend upon our future
operating performance which is subject to general economic and competitive
conditions and to financial, business and other factors, many of which we cannot
control. If the cash flow from our operating activities is insufficient, we may
take actions, such as delaying or reducing capital expenditures, attempting to
restructure or refinance our debt, selling assets or operations or seeking
additional equity capital. Any or all of these actions may not be sufficient to
allow us to service our debt obligations. Further, we may be unable to take any
of these actions on satisfactory terms, in a timely manner or at all. The senior
secured credit facility and the indentures for the senior discount notes and for
the notes may limit our ability to take several of these actions. Our failure to
generate sufficient funds to pay our debts or to successfully undertake any of
these actions could, among other things, materially adversely affect the market
value of the notes and our ability to repay our obligations under the notes.

                                       12
<PAGE>

     THE TERMS OF OUR DEBT PLACE RESTRICTIONS ON US AND OUR SUBSIDIARIES WHICH
MAY LIMIT OUR OPERATING FLEXIBILITY AND OUR ABILITY TO PAY PRINCIPAL AND
INTEREST ON THE NOTES. The documents governing the terms of our debt, including
the documents governing these notes, impose material operating and financial
restrictions on us and our subsidiaries. These restrictions, subject to ordinary
course of business exceptions, may limit our ability and the ability of our
subsidiaries to engage in some transactions, including the following:

     o   designated types of mergers or consolidations;

     o   paying dividends or other distributions to our stockholders;

     o   making investments;

     o   selling or encumbering assets;

     o   repurchasing our common stock;

     o   changing lines of business;

     o   borrowing additional money; and

     o   engaging in transactions with affiliates.

     These restrictions could limit our ability to obtain debt financing,
repurchase stock, refinance or pay principal or interest on our outstanding
debt, complete acquisitions for cash or debt, or react to changes in our
operating environment.

     The senior secured credit facility contains numerous affirmative and
negative covenants customary for credit facilities of a similar nature,
including, but not limited to, negative covenants imposing limitations on our
ability to, among other things, (1) declare dividends or repurchase stock; (2)
prepay, redeem or repurchase debt; (3) incur liens and engage in sale-leaseback
transactions; (4) make loans and investments; (5) incur additional debt, hedging
agreements and contingent obligations; (6) issue preferred stock of
subsidiaries; (7) engage in mergers, acquisitions and asset sales; (8) engage in
certain transactions with affiliates; (9) amend, waive or otherwise alter
material agreements or enter into restrictive agreements; and (10) alter the
businesses we conduct.

     Pursuant to the senior secured credit facility, we are also subject to the
following financial covenants, which will apply until June 30, 2002:

     o   minimum numbers of Sprint PCS subscribers;

     o   providing coverage to a minimum number of residents;

     o   minimum service revenue;

     o   maximum negative EBITDA or minimum EBITDA;

     o   ratio of senior debt to total capital;

     o   ratio of total debt to total capital; and

     o   maximum capital expenditures.

     After June 30, 2002, the financial covenants will be the following:


                                       13
<PAGE>

     o   ratio of senior debt to EBITDA;

     o   ratio of total debt to EBITDA;

     o   ratio of EBITDA to total fixed charges (the sum of debt service,
         capital expenditures and taxes);

     o   ratio of EBITDA to total cash interest expense; and

     o   ratio of EBITDA to pro forma debt service.

     We may not satisfy the financial ratios and tests under the senior secured
credit facility due to events that are beyond our control. If we fail to satisfy
any of the financial ratios and tests, we could be in a default under the senior
secured credit facility, or we may be limited in our ability to access
additional funds under the senior secured credit facility, which could result in
our being unable to make payments on the notes.

     IF WE DEFAULT UNDER THE SENIOR SECURED CREDIT FACILITY, THE LENDERS MAY
DECLARE THE DEBT IMMEDIATELY DUE AND SPRINT PCS WILL HAVE THE RIGHT TO EITHER
PURCHASE OUR ASSETS OR PURCHASE THE OUTSTANDING DEBT OBLIGATIONS UNDER THE
SENIOR SECURED CREDIT FACILITY AND FORECLOSE ON OUR ASSETS. The senior secured
credit facility requires us and our subsidiaries to comply with specified
financial ratios and other performance covenants. If we fail to comply with
these covenants or default on our obligations under the senior secured credit
facility, the lenders may accelerate the maturity of the debt. If the lenders
accelerate the debt, Sprint PCS will have the right to either:

     o   purchase our operating assets for an amount equal to the greater of (i)
         72% of our "entire business value" and (ii) the aggregate amount of the
         outstanding debt under the senior secured credit facility; or

     o   purchase the obligations under the senior secured credit facility by
         repaying the lenders in full in cash. To the extent Sprint PCS
         purchases these obligations from the lenders, Sprint PCS's rights as a
         senior lender would enable it to foreclose on the assets securing the
         senior secured credit facility in a manner not otherwise permitted
         under our affiliation agreements with Sprint PCS.

     If Sprint PCS does not exercise either of these options, the lenders under
the senior secured credit facility may sell the assets securing the facility to
third parties. In addition, if Sprint PCS provides notice to the lenders under
the senior secured credit facility that we are in breach of our management
agreements with Sprint PCS and, as a result, our obligations under the senior
secured credit facility are accelerated and Sprint PCS does not elect to operate
our business, the lenders under the senior secured credit facility may designate
a third party to operate our business.

RISKS RELATING TO OUR BUSINESS, STRATEGY AND OPERATIONS

     WE HAVE A VERY LIMITED OPERATING HISTORY AND WE MAY NOT ACHIEVE OR SUSTAIN
OPERATING PROFITABILITY OR POSITIVE CASH FLOWS, WHICH MAY LIKELY RESULT IN OUR
INABILITY TO MAKE PAYMENTS ON THE NOTES. We have a limited operating history. We
expect to continue to incur significant operating losses and to generate
significant negative cash flow from operating activities at least through the
year ending December 31, 2001. Our operating profitability will depend upon many
factors, including, among others, our ability to market Sprint PCS services,
achieve projected market penetration and manage customer turnover rates. If we
do not achieve and maintain operating profitability and positive cash flow from
operating activities on a timely basis, we may be unable to make interest or
principal payments on our notes and you could lose all or part of your
investment. We will have to dedicate a substantial portion of any cash flow from
operations to make interest and principal payments on our consolidated debt,
which will reduce funds available for other purposes. If we do not achieve and
maintain positive cash flow from operations on a timely basis, we may be unable
to develop our network or conduct our business in an effective or competitive
manner.

                                       14
<PAGE>

     OUR FAILURE TO OBTAIN ADDITIONAL CAPITAL, IF NEEDED TO COMPLETE THE
BUILD-OUT OF OUR PORTION OF THE SPRINT PCS NETWORK, COULD CAUSE DELAY OR
ABANDONMENT OF OUR DEVELOPMENT PLANS. The build-out of our portions of the
Sprint PCS network will require substantial capital. We estimate that we will
have incurred approximately $279.4 million in total capital expenditures from
inception through December 31, 2001 for the build-out of our portion of the
Sprint PCS network. We plan to fund these requirements using existing cash and
funds available from the issuance of the outstanding notes and the senior
secured credit facility. Additional funds could be required for a variety of
reasons, including unforeseen delays, unanticipated expenses, higher than
expected operating losses, engineering design changes and other technology risks
or other corporate purposes. In addition, if the build-out is completed more
rapidly than currently anticipated, or if we contract to develop additional
markets, we will need to raise additional equity or debt capital. These
additional funds may not be available. Even if these funds are available, we may
not be able to obtain them on a timely basis, on terms acceptable to us or
within limitations permitted under the covenants contained in the documents
governing our debt. Failure to obtain additional funds, should the need for
funds develop, could result in the delay or abandonment of our development and
expansion plans and we may be unable to fund its ongoing operations.

     WE MAY ENCOUNTER DIFFICULTIES IN COMPLETING THE BUILD-OUT OF OUR PORTION OF
THE SPRINT PCS NETWORK, WHICH COULD INCREASE COSTS AND DELAY COMPLETION OF OUR
BUILD-OUT. As part of our build-out, we must successfully lease or otherwise
retain rights to a sufficient number of radio communications and network control
sites, complete the purchase and installation of equipment, build out the
physical infrastructure and test the network. Some of the radio communications
sites are likely to require us to obtain zoning variances or other local
governmental or third party approvals or permits. Additionally, we must obtain
rights to a sufficient number of tower sites, which will require us to obtain
local regulatory approvals. The local governmental authorities in various
locations in our markets have, at times, placed moratoriums on the construction
of additional towers and radio communications sites. We may also have to make
changes to our radio base station network design as a result of difficulties in
the site acquisition process. Additionally, the FCC requires that our portion of
the PCS network must not interfere with the operations of microwave radio
systems, and Sprint PCS may be required to relocate incumbent microwave
operations to enable us to complete our build-out. Any of the foregoing
developments could increase the costs and delay the completion of our network
build-out. Any failure by us to construct our portion of the Sprint PCS network
on a timely basis may limit our network capacity and may reduce the number of
new Sprint PCS subscribers. Any significant delays could have a material adverse
effect on our business.

     BECAUSE WE DEPEND HEAVILY ON OUTSOURCING, THE INABILITY OF THIRD PARTIES TO
FULFILL THEIR CONTRACTUAL OBLIGATIONS TO US MAY DISRUPT OUR SERVICES OR THE
BUILD-OUT OF OUR PORTION OF THE SPRINT PCS NETWORK. Because we outsource
portions of our business, we depend heavily on third-party vendors, suppliers,
consultants, contractors and local exchange carriers. These parties:

     o   design and engineer our systems;

     o   construct base stations, switch facilities and towers;

     o   install T-1 lines; and

     o   deploy our wireless personal communications services network systems.

     We are especially dependent on Nortel for network equipment. Pursuant to
the equipment agreement with Nortel, we are required to purchase a total of
$167.0 million of equipment and services from Nortel. As of March 31, 2001, we
have remaining commitments of $12.5 million under the Nortel equipment
agreement. In addition, we lease some tower sites for our wireless systems
through a master lease agreement with Omni America Development Corp. and a
master design build agreement with SBA Towers, Inc. Both Omni America and SBA in
turn have separate leasing arrangements with each of the owners of the sites. If
Omni America or SBA were to become insolvent or Omni America or SBA were to
breach its leasing arrangements, we may experience extended service interruption
in the areas serviced by those sites. We rely on CHR Solutions, Inc. for
engineering, marketing, operating and other consulting services. The failure by
any of our vendors, suppliers, consultants, contractors or

                                       15
<PAGE>

local exchange carriers to fulfill their contractual obligations to us could
materially delay build out or adversely affect the operations of our portion of
the Sprint PCS network.

     OUR ROAMING ARRANGEMENTS MAY NOT BE COMPETITIVE WITH OTHER WIRELESS SERVICE
PROVIDERS, WHICH MAY RESTRICT OUR ABILITY TO ATTRACT AND RETAIN CUSTOMERS AND
THUS MAY ADVERSELY AFFECT OUR OPERATIONS. We rely on roaming arrangements with
other wireless service providers for coverage in some areas. Some risks related
to these arrangements are as follows:

     o   the quality of the service provided by another provider during a
         roaming call may not approximate the quality of the service provided by
         Sprint PCS;

     o   the price of a roaming call may not be competitive with prices charged
         by other wireless companies for roaming calls;

     o   customers may have to use a more expensive dual-band/dual mode handset
         with diminished standby and talk time capacities;

     o   customers must end a call in progress and initiate a new call when
         leaving the Sprint PCS network and entering another wireless network;
         and

     o   Sprint PCS customers may not be able to use Sprint PCS advanced
         features, such as voicemail notification, while roaming.

     If Sprint PCS customers are not able to roam instantaneously or efficiently
onto other wireless networks, we may lose current Sprint PCS subscribers and
Sprint PCS services will be less attractive to potential new customers.

     WE ARE LIKELY TO RECEIVE VERY LITTLE NON-SPRINT PCS ROAMING REVENUE SINCE
THE SPRINT PCS NETWORK IS NOT COMPATIBLE WITH MANY OTHER NETWORKS. A portion of
our revenue may be derived from payments by other wireless service providers for
use by their subscribers of the Sprint PCS network in our territories. However,
the technology used in the Sprint PCS network is not compatible with the
technology used by many other systems, which diminishes the ability of other
wireless service providers' subscribers to use Sprint PCS services. Sprint PCS
has entered into few agreements that enable customers of other wireless service
providers to roam onto the Sprint PCS network. As a result, the actual
non-Sprint PCS roaming revenue that we receive in the future is likely to be low
relative to that of other wireless service providers.

     IF WE RECEIVE LESS REVENUES OR INCUR MORE FEES THAN WE ANTICIPATE FOR
SPRINT PCS ROAMING, OUR RESULTS OF OPERATIONS MAY BE NEGATIVELY AFFECTED. We are
paid a fee from Sprint PCS or a Sprint PCS affiliate for every minute that a
Sprint PCS subscriber based outside of our territories uses the Sprint PCS
network in our territories. Similarly, we pay a fee to Sprint PCS for every
minute that a Sprint PCS subscriber based in our territories uses the Sprint PCS
network outside our territories. Sprint PCS customers from our territories may
spend more time in other Sprint PCS coverage areas than we anticipate, and
Sprint PCS customers from outside our territories may spend less time in our
territories or may use our services less than we anticipate. As a result, we may
receive less Sprint PCS roaming revenue than we anticipate or we may have to pay
more Sprint PCS roaming fees than we collect. In addition, Sprint PCS could
change the current fee for each Sprint PCS roaming minute used. If we were to
receive less Sprint PCS roaming net revenue than anticipated, our results of
operations may be negatively affected. See "Our Affiliation Agreements with
Sprint PCS - Recent Developments."

     WE MAY NOT BE ABLE TO MANAGE OUR RAPID GROWTH SUCCESSFULLY. We expect to
experience rapid growth and development in a relatively short period of time as
we complete the build-out of our portion of the Sprint PCS network. The
management of this anticipated growth will require, among other things:

                                       16
<PAGE>

     o   continued development of our operational and administrative systems;

     o   stringent control of costs and timing of network build-out;

     o   increased marketing activities;

     o   the ability to attract and retain qualified management, technical and
         sales personnel; and

     o   the training of new personnel.

     Our failure to successfully manage our expected rapid growth and
development could impair our ability to complete the build-out of our portion of
the Sprint PCS network, manage the expanding systems in those territories and
achieve profitability.

     OUR PROJECTED BUILD-OUT PLAN DOES NOT COVER ALL AREAS OF OUR TERRITORIES,
WHICH COULD MAKE IT DIFFICULT TO MAINTAIN A PROFITABLE CUSTOMER BASE. Our
projected build-out plan does not cover all areas of our territories. Upon
completion of our current build-out plan, we expect to cover approximately 72.1%
of the resident population in our territories. As a result, our build-out plan
may not adequately serve the needs of the potential customers in our territories
or attract enough subscribers to operate our business successfully. To correct
this potential problem, we may have to cover a greater percentage of our
territories than we currently anticipate, which we may not have the financial
resources to complete or may be unable to do profitably.

     WE MAY HAVE DIFFICULTY OBTAINING EQUIPMENT THAT IS IN SHORT SUPPLY, WHICH
COULD CAUSE DELAYS IN THE BUILD-OUT OF OUR NETWORK. We depend on our
relationships with manufacturers of equipment used by us to construct our
portion of the Sprint PCS network. The demand for this equipment is
considerable, and some manufacturers could have substantial order backlogs. If
we are unable to rely on these manufacturers, we could have difficulty obtaining
necessary equipment in a timely manner and our costs for obtaining necessary
equipment could increase. As a result, we could suffer increased costs, delays
in the build-out of our portion of the Sprint PCS network, disruptions in
customer service and a reduction in subscribers.

     PARTS OF OUR TERRITORIES HAVE LIMITED LICENSED SPECTRUM, AND THIS MAY
AFFECT THE QUALITY OF OUR SERVICE OR RESTRICT OUR ABILITY TO PURCHASE SPECTRUM
LICENSES FROM SPRINT PCS IN THOSE AREAS. While Sprint PCS has licenses to use 30
MHZ of spectrum throughout most of our territories, it has licenses covering
only 10 MHZ in New Mexico and Durango and 20 MHZ in El Paso. In the future, as
the number of our subscribers in those areas increases, this limited licensed
spectrum may not be able to accommodate increases in call volume and may lead to
more dropped calls than in other parts of our territories. In addition, if
Sprint PCS were to terminate its affiliation agreements with us, Sprint PCS
would have no obligation to sell spectrum licenses to us in areas where Sprint
PCS owns less than 20 MHZ of spectrum. Accordingly, if Sprint PCS were to
terminate the affiliation agreements with us, it is likely that we would be
unable to operate our business in New Mexico and Durango.

     THE TECHNOLOGY THAT WE USE MAY BECOME OBSOLETE, WHICH WOULD LIMIT OUR
ABILITY TO COMPETE EFFECTIVELY WITHIN THE WIRELESS INDUSTRY. The wireless
telecommunications industry is experiencing significant technological change. We
employ code division multiple access ("CDMA") digital technology, the digital
wireless communications technology selected by Sprint PCS for its nationwide
network. CDMA technology may not ultimately provide all of the advantages
expected by us or Sprint PCS. If another technology becomes the preferred
industry standard, we would be at a competitive disadvantage and competitive
pressures may require Sprint PCS to change its digital technology, which in turn
could require us to make changes to our network at substantial costs. We may be
unable to respond to these pressures and implement new technology on a timely
basis or at an acceptable cost.

     UNAUTHORIZED USE OF, OR INTERFERENCE WITH, THE SPRINT PCS NETWORK COULD
DISRUPT OUR SERVICE AND INCREASE OUR COSTS. We may incur costs associated with
the unauthorized use of the Sprint PCS network, including

                                       17
<PAGE>

administrative and capital costs associated with detecting, monitoring and
reducing the incidence of fraud. Fraudulent use of the Sprint PCS network may
impact interconnection costs, capacity costs, administrative costs, fraud
prevention costs and payments to other carriers for inviolable fraudulent
roaming. In addition, some of our border markets are susceptible to
uncertainties related to areas not governed by the FCC. For example,
unauthorized microwave radio signals near the border in Mexico could disrupt our
service in the United States.

     POTENTIAL ACQUISITIONS MAY REQUIRE US TO INCUR SUBSTANTIAL ADDITIONAL DEBT
AND INTEGRATE NEW TECHNOLOGIES, OPERATIONS AND SERVICES, WHICH MAY BE COSTLY AND
TIME CONSUMING. We intend to continually evaluate opportunities for the
acquisition of businesses that are intended to complement or extend our existing
operations. If we acquire new businesses, we may encounter difficulties that may
be costly and time-consuming, may slow our growth or may lower the value of our
notes. Examples of such difficulties are that we may have to:

     o   assume and/or incur substantial additional debt to finance the
         acquisitions and fund the ongoing operations of the acquired companies;

     o   integrate new technologies with our existing technology;

     o   integrate new operations with our existing operations;

     o   integrate new services with our existing offering of services; or

     o   divert the attention of our management from other business concerns.

RISKS RELATED TO THE RELATIONSHIPS WITH SPRINT PCS

     IF WE FAIL TO COMPLETE THE BUILD-OUT OF OUR PORTION OF THE SPRINT PCS
NETWORK IN ACCORDANCE WITH THE TERMS OF OUR MANAGEMENT AGREEMENTS WITH SPRINT
PCS, AND AN ACCELERATION IS DECLARED UNDER THE SENIOR SECURED CREDIT FACILITY,
SPRINT PCS MAY HAVE THE RIGHT TO PURCHASE OUR OPERATING ASSETS AT A DISCOUNT TO
MARKET VALUE. Our affiliation agreements with Sprint PCS require that we provide
network coverage to a minimum network coverage area within specified time
frames. We may amend our agreements with Sprint PCS in the future to expand this
network coverage. A failure by us to meet the build-out requirements for any one
of our markets could constitute an event of termination under our management
agreements with Sprint PCS. Our affiliation agreements provide that upon the
occurrence of an event of termination, Sprint PCS has the right to purchase our
operating assets without further stockholder approval and for a price equal to
72% of our "entire business value." The "entire business value" includes our
spectrum licenses, business operations and other assets.

     Sprint PCS's right to purchase our assets following an event of termination
under our affiliation agreements is currently subject to the provisions of a
consent and agreement entered into by Sprint PCS for the benefit of the lenders
under the senior secured credit facility. Pursuant to the terms of this consent
and agreement, Sprint may not purchase our operating assets until all of our
obligations under the senior secured credit facility have been paid in full in
cash and all commitments to advance credit under the senior secured credit
facility have been terminated or have expired. However, Sprint PCS may purchase
our assets if it first pays all obligations due under the senior secured credit
facility and the senior secured credit facility is terminated in connection with
such payment. Furthermore, Sprint PCS also has the right to purchase our assets
upon receipt of a notice of acceleration under the senior secured credit
facility following an event of default thereunder. Such right to purchase is
subject to time limitations, and the purchase price must be the greater of an
amount equal to 72% of our "entire business value" or the amount owed under the
senior secured credit facility.

     IF SPRINT PCS DOES NOT COMPLETE THE CONSTRUCTION OF ITS NATIONWIDE PCS
NETWORK, WE MAY NOT BE ABLE TO ATTRACT AND RETAIN CUSTOMERS. Sprint PCS
currently intends to cover a significant portion of the population of the United
States, Puerto Rico and the U.S. Virgin Islands by creating a nationwide PCS
network through its own construction efforts and those of its network partners.
Sprint PCS is still constructing its nationwide network and does not offer PCS
services, either on its own network or through its roaming agreements, in every
city

                                       18
<PAGE>

in the United States. Sprint PCS has entered into, and anticipates entering
into, management agreements similar to ours with companies in other markets
under its nationwide PCS build-out strategy. Our results of operations are
dependent on Sprint PCS's national network and, to a lesser extent, on the
networks of Sprint PCS's other network partners. Sprint PCS's network may not
provide nationwide coverage to the same extent as its competitors, which could
adversely affect our ability to attract and retain customers.

     SPRINT PCS'S VENDOR DISCOUNTS MAY BE DISCONTINUED, WHICH COULD INCREASE OUR
EQUIPMENT COSTS AND REQUIRE MORE CAPITAL THAN WE PROJECT TO BUILD-OUT OUR
NETWORK. We intend to continue to purchase infrastructure equipment under Sprint
PCS's vendor agreements that include significant volume discounts. If Sprint PCS
were unable to continue to obtain vendor discounts for its affiliates, the loss
of vendor discounts could increase our equipment costs for our new markets.

     SPRINT PCS MAY MAKE DECISIONS THAT COULD INCREASE OUR EXPENSES, REDUCE OUR
REVENUES OR MAKE OUR AFFILIATE RELATIONSHIPS WITH SPRINT PCS LESS COMPETITIVE.
Sprint PCS, under our affiliation agreements has a substantial amount of control
over factors which significantly affect the conduct of our business.
Accordingly, Sprint PCS may make decisions that adversely affect our business,
such as the following:

     o   Sprint PCS prices its national plans based on its own objectives and
         could set price levels that may not be economically sufficient for our
         business.

     o   Sprint PCS could change the per minute rate for Sprint PCS roaming fees
         and increase the costs for Sprint PCS to perform back office services.
         See "Our Affiliation Agreements with Sprint PCS - Recent Developments."

     o   Sprint PCS may alter its network and technical requirements or request
         that we build out additional areas within our territories, which could
         result in increased equipment and build-out costs or in Sprint PCS
         building out that area itself or assigning it to another affiliate.

     THE TERMINATION OF OUR AFFILIATION AGREEMENTS WITH SPRINT PCS WOULD
SEVERELY RESTRICT OUR ABILITY TO CONDUCT OUR BUSINESS. Our relationship with
Sprint PCS is governed by our affiliation agreements with Sprint PCS. Since we
do not own any licenses to operate a wireless network, our business depends on
the continued effectiveness of these affiliation agreements. However, Sprint PCS
may be able to terminate our affiliation agreements if we materially breach the
agreements. Among other things, a failure by us to meet the build-out
requirements for any one of the individual markets in our territories or to meet
Sprint PCS's technical or customer service requirements contained in the
affiliation agreements would constitute a material breach of the agreements,
which could lead to its termination. If Sprint PCS terminates the affiliation
agreements, we may not be a part of the Sprint PCS network and we would have
extreme difficulty conducting our business. Sprint's right to terminate its
affiliation agreement with us is subject to the provisions of the consent and
agreement entered into by Sprint with Citicorp, as administrative agent for the
lenders, in connection with the senior secured credit facility.

     IF SPRINT PCS DOES NOT RENEW OUR AFFILIATION AGREEMENTS, OUR ABILITY TO
CONDUCT OUR BUSINESS WOULD BE SEVERELY RESTRICTED. Our affiliation agreements
with Sprint PCS are not perpetual, and will eventually expire. Sprint PCS can
choose not to renew these agreements at the expiration of their 20 year initial
terms or any ten year renewal term. If Sprint PCS decides not to renew our
affiliation agreements, we may no longer be a part of the Sprint PCS network and
we would have extreme difficulty conducting our business.

     CERTAIN PROVISIONS OF OUR AFFILIATION AGREEMENTS WITH SPRINT PCS MAY
DIMINISH OUR VALUE AND RESTRICT THE SALE OF OUR BUSINESS. Under specific
circumstances and without further stockholder approval, Sprint PCS may purchase
our operating assets or capital stock at a discount. In addition, Sprint PCS
must approve any change of control of our ownership and must consent to any
assignment of our affiliation agreements. Sprint PCS also has a right of first
refusal if we decide to sell our operating assets to a third party. We are also
subject to a number of restrictions on the transfer of our business, including a
prohibition on the sale of us or our operating assets to competitors of Sprint
or Sprint PCS. These restrictions and other restrictions contained in these
affiliation

                                       19
<PAGE>

agreements with Sprint PCS could adversely affect the value of our common stock,
may limit our ability to sell our business, may reduce the value a buyer would
be willing to pay for our business and may reduce our "entire business value."

     PROBLEMS EXPERIENCED BY SPRINT PCS WITH ITS INTERNAL SUPPORT SYSTEMS COULD
LEAD TO CUSTOMER DISSATISFACTION OR INCREASE OUR COSTS. We rely on Sprint PCS's
internal support systems, including customer care, billing and back office
support. As Sprint PCS has expanded, its internal support systems have been
subject to increased demand and, in some cases, suffered a degradation in
service. We cannot assure you that Sprint PCS will be able to successfully add
system capacity or that its internal support systems will be adequate. It is
likely that problems with Sprint PCS's internal support systems could cause:

     o   delays or problems in our operations or services;

     o   delays or difficulty in gaining access to customer and financial
         information;

     o   a loss of Sprint PCS customers; and

     o   an increase in the costs of customer care, billing and back office
         services.

     OUR COSTS FOR INTERNAL SUPPORT SYSTEMS MAY INCREASE IF SPRINT PCS
TERMINATES ALL OR PART OF OUR SERVICES AGREEMENTS. We currently estimate that
the costs for the services provided by Sprint PCS under our services agreements
in the year 2001 will be approximately $11 million. We expect this number to
significantly increase as the number of Sprint PCS subscribers based in our
territories increases. Our services agreements with Sprint PCS provide that,
upon nine months' prior written notice, Sprint PCS may terminate any service
provided under such agreements. We do not expect to have a contingency plan if
Sprint PCS terminates any such service. If Sprint PCS terminates a service for
which we have not developed a cost-effective alternative or increases the amount
it charges for these services, our operating costs may increase beyond our
expectations and our operations may be interrupted or restricted.

     WE MAY HAVE DIFFICULTY IN OBTAINING HANDSETS FROM SPRINT PCS, WHICH ARE IN
SHORT SUPPLY. We depend on our relationship with Sprint PCS to obtain handsets.
The demand for specific types of handsets is considerable and the manufacturers
of those handsets may have to distribute their limited supply of products among
their numerous customers. If Sprint PCS modifies its handset logistics and
delivery plan or if we are not able to continue to rely on Sprint PCS's
relationships with suppliers and vendors, we could have difficulty obtaining
specific types of handsets in a timely manner. As a result, we could suffer
disruptions in customer service and a reduction in subscribers.

     IF SPRINT PCS DOES NOT MAINTAIN CONTROL OVER ITS LICENSED SPECTRUM, THE
AFFILIATION AGREEMENTS WITH SPRINT PCS MAY BE TERMINATED. Sprint PCS, not us,
owns the licenses necessary to provide wireless services in our territories. The
FCC requires that licensees like Sprint PCS maintain control of their licensed
systems and not delegate control to third party operators or managers. Our
affiliation agreements with Sprint PCS reflect an arrangement that the parties
believe meets the FCC requirements for licensee control of licensed spectrum.
However, if the FCC were to determine that any of our affiliation agreements
with Sprint PCS need to be modified to increase the level of licensee control,
we have agreed with Sprint PCS to use our best efforts to modify the agreements
to comply with applicable law. If we cannot agree with Sprint PCS to modify the
agreements, those agreements may be terminated. If the agreements are
terminated, we would no longer be a part of the Sprint PCS network and we would
not be able to conduct our business.

     THE FCC MAY FAIL TO RENEW THE SPRINT PCS LICENSES UNDER CERTAIN
CIRCUMSTANCES, WHICH WOULD PREVENT US FROM PROVIDING WIRELESS SERVICES. We do
not own any licenses to operate a wireless network. We are dependent on Sprint
PCS's licenses, which are subject to renewal and revocation by the FCC. Sprint
PCS's licenses in our territories will expire in 2005 or 2007 but may be renewed
for additional ten-year terms. The FCC has adopted specific standards that apply
to wireless personal communications services license renewals. Any failure by


                                       20
<PAGE>

Sprint PCS or us to comply with these standards could cause the nonrenewability
of the Sprint PCS licenses for our territories. Additionally, if Sprint PCS does
not demonstrate to the FCC that Sprint PCS has met the five-year and ten-year
construction requirements for each of its wireless personal communications
services licenses, it can lose those licenses. If Sprint PCS loses its licenses
in our territories for any of these reasons, we and our subsidiaries would not
be able to provide wireless services without obtaining rights to other licenses.

RISKS RELATED TO THE WIRELESS PERSONAL COMMUNICATIONS SERVICES INDUSTRY

     WE MAY EXPERIENCE A HIGH RATE OF CUSTOMER TURNOVER WHICH WOULD INCREASE OUR
COSTS OF OPERATIONS AND REDUCE OUR REVENUE. The wireless personal communications
services industry in general and Sprint PCS in particular have experienced a
higher rate of customer turnover as compared to cellular industry averages. In
particular, the customer turnover experienced by us may be high because:

     o   Sprint PCS does not require its customers to sign long-term contracts;
         and

     o   Sprint PCS's handset return policy allows customers to return used
         handsets within 14 days of purchase and receive a full refund.

     A high rate of customer turnover could adversely affect our competitive
position, results of operations and our costs of, or losses incurred in,
obtaining new subscribers, especially because our subsidiaries subsidize some of
the costs of initial purchases of handsets by customers.

     REGULATION BY GOVERNMENT AGENCIES AND TAXING AUTHORITIES MAY INCREASE OUR
COSTS OF PROVIDING SERVICE OR REQUIRE US TO CHANGE OUR SERVICES. Our operations
and those of Sprint PCS may be subject to varying degrees of regulation by the
FCC, the Federal Trade Commission, the Federal Aviation Administration, the
Environmental Protection Agency, the Occupational Safety and Health
Administration and state and local regulatory agencies and legislative bodies.
Adverse decisions or regulations of these regulatory bodies could negatively
impact Sprint PCS's operations and our costs of doing business. For example,
changes in tax laws or the interpretation of existing tax laws by state and
local authorities could subject us to increased income, sales, gross receipts or
other tax costs or require us to alter the structure of our current relationship
with Sprint PCS.

     CONCERNS OVER HEALTH RISKS POSED BY THE USE OF WIRELESS HANDSETS MAY REDUCE
THE CONSUMER DEMAND FOR OUR SERVICES. Media reports have suggested that radio
frequency emissions from wireless handsets may:

     o   be linked to various health problems resulting from continued or
         excessive use, including cancer;

     o   interfere with various electronic medical devices, including hearing
         aids and pacemakers; and

     o   cause explosions if used while fueling an automobile.

     Widespread concerns over radio frequency emissions may expose us to
potential litigation or discourage the use of wireless handsets. Any resulting
decrease in demand for these services could impair our ability to profitably
operate our business.

     WORSE THAN EXPECTED FOURTH QUARTER RESULTS MAY SIGNIFICANTLY REDUCE OUR
OVERALL RESULTS OF OPERATIONS AND CAUSE OUR STOCK PRICE TO DROP. The wireless
industry is heavily dependent on fourth quarter results. Among other things, the
industry relies on significantly higher customer additions and handset sales in
the fourth quarter as compared to the other three fiscal quarters.

     Our overall results of operations could be significantly reduced, and the
price of our common stock may drop, if we have a worse than expected fourth
quarter for any reason, including the following:


                                       21
<PAGE>

     o   our inability to match or beat pricing plans offered by competitors;

     o   the failure to adequately promote Sprint PCS's products, services and
         pricing plans;

     o   our inability to obtain an adequate supply or selection of handsets;

     o   a downturn in the economy of some or all markets in our territories; or

     o   a poor holiday shopping season.

     SIGNIFICANT COMPETITION IN THE WIRELESS COMMUNICATIONS SERVICES INDUSTRY
MAY RESULT IN OUR COMPETITORS OFFERING NEW SERVICES OR LOWER PRICES, WHICH COULD
PREVENT US FROM OPERATING PROFITABLY. Competition in the wireless communications
services industry is intense. We anticipate that competition will cause the
market prices for two-way wireless products and services to decline in the
future. Our ability to compete will depend, in part, on our ability to
anticipate and respond to various competitive factors affecting the
telecommunications industry.

     Our dependence on Sprint PCS to develop competitive products and services
and the requirement that we obtain Sprint PCS's consent for our subsidiaries to
sell non-Sprint PCS approved equipment may limit our ability to keep pace with
our competitors on the introduction of new products, services and equipment.
Some of our competitors are larger than us, possess greater resources and more
extensive coverage areas, and may market other services, such as landline
telephone service, cable television and Internet access, with their wireless
communications services. In addition, we may be at a competitive disadvantage
since we may be more highly leveraged than some of our competitors.

     Furthermore, there has been a recent trend in the wireless communications
industry towards consolidation of wireless service providers through joint
ventures, reorganizations and acquisitions. We expect this consolidation to lead
to larger competitors over time. We may be unable to compete successfully with
larger competitors who have substantially greater resources or who offer more
services than we do.

     A LACK OF SUITABLE TOWER SITES MAY DELAY THE BUILD-OUT OF OUR PORTION OF
THE SPRINT PCS NETWORK AND RESTRICT OUR OPERATING CAPACITY. We experienced
difficulty, and may continue to have difficulty, in obtaining tower sites in
some areas of our territories on a timely basis. For example, the local
governmental authorities in various locations in our territories have at times
placed moratoriums on the construction of additional towers and base stations.
These moratoriums may materially and adversely affect the timing of the planned
build-out and quality of the network operations in those markets. A lack of
tower site availability due to difficulty in obtaining local regulatory
approvals, or for any other reasons, may delay the build-out of our portion of
the Sprint PCS network, delay the opening of markets, limit network capacity or
reduce the number of new Sprint PCS subscribers in our territories.


                                       22
<PAGE>
                               THE EXCHANGE OFFER

PURPOSE OF THE EXCHANGE OFFER

     When we sold the outstanding notes in January 2001, we entered into a
registration rights agreement with the initial purchasers of those notes. Under
the registration rights agreement, we agreed to file a registration statement
regarding the exchange of the outstanding notes for notes which are registered
under the Securities Act of 1933. We also agreed to use our reasonable best
efforts to cause the registration statement to become effective with the
Securities and Exchange Commission, and to conduct this exchange offer after the
registration statement is declared effective. We will keep the exchange offer
open for a period of not less than 20 business days after the day notice thereof
is mailed to the holders of the outstanding notes. The outstanding notes provide
that generally we will be required to pay special interest to the holders of the
outstanding notes if:

     o   the registration statement is not filed by May 1, 2001;

     o   the registration statement is not declared effective by July 30, 2001;

     o   the exchange offer has not been completed by August 29, 2001.

     A copy of the registration rights agreement and a form of global note
relating to the outstanding notes is filed as an exhibit to the registration
statement to which this prospectus is a part.

     Because the registration statement was filed on May 9, 2001, special
interest (in addition to the stated interest on the outstanding notes) accrued
on the principal amount of the outstanding notes from and including May 1, 2001
to but excluding May 9, 2001.

TERMS OF THE EXCHANGE OFFER

     This prospectus and the accompanying letter of transmittal together
constitute the exchange offer. Upon the terms and subject to the conditions set
forth in this prospectus and in the letter of transmittal, we will accept for
exchange outstanding notes which are properly tendered on or before the
expiration date and are not withdrawn as permitted below. The expiration date
for this exchange offer is 5:00 p.m., New York City time, on [ ], or such later
date and time to which we, in our sole discretion, extend the exchange offer.

     The form and terms of the notes being issued in the exchange offer are the
same as the form and terms of the outstanding notes, except that:

     o   the notes being issued in the exchange offer will have been registered
         under the Securities Act;

     o   the notes issued in the exchange offer will not bear the restrictive
         legends restricting their transfer under the Securities Act; and

     o   the notes being issued in the exchange offer will not contain the
         registration rights and special interest provisions contained in the
         outstanding notes.

     Notes tendered in the exchange offer must be in denominations of the
principal amount of $1,000 and any integral multiple thereof.

     We expressly reserve the right, in our sole discretion:

     o   to extend the expiration date;

     o   to delay accepting any outstanding notes;

     o   if any of the conditions set forth below under "--Conditions to the
         Exchange Offer" have not been satisfied, to terminate the exchange
         offer and not accept any notes for exchange; or

                                       23
<PAGE>

     o   to amend the exchange offer in any manner.

     We will give oral or written notice of any extension, delay,
non-acceptance, termination or amendment as promptly as practicable by a public
announcement, and in the case of an extension, no later than 9:00 a.m., New York
City time, on the next business day after the previously scheduled expiration
date.

     During an extension, all outstanding notes previously tendered will remain
subject to the exchange offer and may be accepted for exchange by us. Any
outstanding notes not accepted for exchange for any reason will be returned
without cost to the holder that tendered them as promptly as practicable after
the expiration or termination of the exchange offer.

HOW TO TENDER NOTES FOR EXCHANGE

     When the holder of outstanding notes tenders, and we accept, notes for
exchange, a binding agreement between us and the tendering holder is created,
subject to the terms and conditions set forth in this prospectus and the
accompanying letter of transmittal. Except as set forth below, a holder of
outstanding notes who wishes to tender notes for exchange must, on or prior to
the expiration date:

     o   transmit a properly completed and duly executed letter of transmittal,
         including all other documents required by such letter of transmittal,
         to Wells Fargo Bank Minnesota, N.A. (the "exchange agent"), at the
         address set forth below under the heading "Exchange Agent"; or

     o   if notes are tendered pursuant to the book-entry procedures set forth
         below, transmit an agent's message to the exchange agent at the address
         set forth below under the heading "Exchange Agent."

     In addition, either:

     o   the exchange agent must receive the certificates for the outstanding
         notes and the letter of transmittal;

     o   the exchange agent must receive, prior to the expiration date, a timely
         confirmation of the book-entry transfer of the notes being tendered
         into the exchange agent's account at the Depository Trust Company (the
         "DTC"), along with the letter of transmittal or an agent's message; or

     o   the holder must comply with the guaranteed delivery procedures
         described below.

     The term "agent's message" means a message, transmitted to the DTC and
received by the exchange agent and forming a part of a book-entry transfer (a
"book-entry confirmation"), which states that the DTC has received an express
acknowledgment that the tendering holder agrees to be bound by the letter of
transmittal and that we may enforce the letter of transmittal against such
holder.

     THE METHOD OF DELIVERY OF THE OUTSTANDING NOTES, THE LETTERS OF TRANSMITTAL
AND ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE HOLDERS. IF
SUCH DELIVERY IS BY MAIL, WE RECOMMEND REGISTERED MAIL, PROPERLY INSURED, WITH
RETURN RECEIPT REQUESTED. IN ALL CASES, YOU SHOULD ALLOW SUFFICIENT TIME TO
ASSURE TIMELY DELIVERY. NO LETTERS OF TRANSMITTAL OR NOTES SHOULD BE SENT
DIRECTLY TO US.

     Signatures on a letter of transmittal or a notice of withdrawal, as the
case may be, must be guaranteed unless the notes surrendered for exchange are
tendered:

     o   by a holder of outstanding notes who has not completed the box entitled
         "Special Issuance Instructions" or "Special Delivery Instructions" on
         the letter of transmittal; or


                                       24
<PAGE>

     o   for the account of an eligible institution.

     An "eligible institution" is a firm which is a member of a registered
national securities exchange or a member of the National Association of
Securities Dealers, Inc., or a commercial bank or trust company having an office
or correspondent in the United States.

     If signatures on a letter of transmittal or notice of withdrawal are
required to be guaranteed, the guarantor must be an eligible institution. If
notes are registered in the name of a person other than the signer of the letter
of transmittal, the notes surrendered for exchange must be endorsed by, or
accompanied by a written instrument or instruments of transfer or exchange, in
satisfactory form as determined by us in our sole discretion, duly executed by
the registered holder with the holder's signature guaranteed by an eligible
institution.

     We will determine all questions as to the validity, form, eligibility
(including time of receipt) and acceptance of notes tendered for exchange in our
sole discretion. Our determination will be final and binding. We reserve the
absolute right to:

     o   reject any and all tenders of any note improperly tendered;

     o   refuse to accept any note if, in our judgment or the judgment of our
         counsel, acceptance of the note may be deemed unlawful; and

     o   waive any defects or irregularities or conditions of the exchange offer
         as to any particular note either before or after the expiration date,
         including the right to waive the ineligibility of any holder who seeks
         to tender notes in the exchange offer.

     Our interpretation of the terms and conditions of the exchange offer as to
any particular notes either before or after the expiration date, including the
letter of transmittal and the instructions to it, will be final and binding on
all parties. Holders must cure any defects and irregularities in connection with
tenders of notes for exchange within such reasonable period of time as we will
determine, unless we waive such defects or irregularities. Neither we, the
exchange agent nor any other person shall be under any duty to give notification
of any defect or irregularity with respect to any tender of notes for exchange,
nor shall any of us incur any liability for failure to give such notification.

     If a person or persons other than the registered holder or holders of the
outstanding notes tendered for exchange signs the letter of transmittal, the
tendered notes must be endorsed or accompanied by appropriate powers of
attorney, in either case signed exactly as the name or names of the registered
holder or holders that appear on the outstanding notes.

     If trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity sign the letter of transmittal or any notes or any power of attorney,
such persons should so indicate when signing, and you must submit proper
evidence satisfactory to us of such person's authority to so act unless we waive
this requirement.

     By tendering, each holder will represent to us, among other things, that
the person acquiring notes in the exchange offer is obtaining them in the
ordinary course of its business, whether or not such person is the holder, and
that neither the holder nor such other person has any arrangement or
understanding with any person to participate in the distribution of the notes
issued in the exchange offer. If any holder or any such other person is an
"affiliate," as defined under Rule 405 of the Securities Act, of Alamosa
(Delaware), or is engaged in or intends to engage in or has an arrangement or
understanding with any person to participate in a distribution of such notes to
be acquired in the exchange offer, such holder or any such other person:

     o   may not rely on the applicable interpretations of the staff of the SEC;
         and


                                       25
<PAGE>

     o   must comply with the registration and prospectus delivery requirements
         of the Securities Act in connection with any resale transaction.

     Each broker-dealer that receives registered notes for its own account in
exchange for outstanding notes, where such outstanding notes were acquired as a
result of market-making activities or other trading activities, must acknowledge
that it will deliver a prospectus in connection with any resale of such
registered notes. See "Plan of Distribution".

ACCEPTANCE OF OUTSTANDING NOTES FOR EXCHANGE; DELIVERY OF NOTES ISSUED IN THE
EXCHANGE OFFER

     Upon satisfaction or waiver of all of the conditions to the exchange offer,
we will accept, promptly after the expiration date, all outstanding notes
properly tendered and will issue notes registered under the Securities Act. For
purposes of the exchange offer, we shall be deemed to have accepted properly
tendered outstanding notes for exchange when, as and if we have given oral or
written notice to the exchange agent, with written confirmation of any oral
notice to be given promptly thereafter. See "--Conditions to the Exchange Offer"
for a discussion of the conditions that must be satisfied before we accept any
notes for exchange.

     For each outstanding note accepted for exchange, the holder will receive a
note registered under the Securities Act having a principal amount equal to that
of the surrendered outstanding note. Accordingly, registered holders of notes
issued in the exchange offer on the relevant record date for the first interest
payment date following the consummation of the exchange offer will receive
interest accruing from the most recent date to which interest has been paid or,
if no interest has been paid on the outstanding notes, from January 31, 2001.
Outstanding notes that we accept for exchange will cease to accrue interest from
and after the date of consummation of the exchange offer. Under the terms of the
outstanding notes, we may be required to make additional payments in the form of
special interest to the holders of the outstanding notes under circumstances
relating to the timing of the exchange offer.

     In all cases, we will issue notes in the exchange offer for outstanding
notes that are accepted for exchange only after the exchange agent timely
receives:

     o   certificates for such outstanding notes or a timely book-entry
         confirmation of such outstanding notes into the exchange agent's
         account at the DTC;

     o   a properly completed and duly executed letter of transmittal or an
         agent's message; and

     o   all other required documents.

     If for any reason set forth in the terms and conditions of the exchange
offer we do not accept any tendered outstanding notes, or if a holder submits
outstanding notes for a greater principal amount than the holder desires to
exchange, we will return such unaccepted or non-exchanged notes without cost to
the tendering holder. In the case of notes tendered by book-entry transfer into
the exchange agent's account at the DTC, such non-exchanged notes will be
credited to an account maintained with the DTC. We will return the notes or have
them credited to the DTC account as promptly as practicable after the expiration
or termination of the exchange offer.

BOOK-ENTRY TRANSFERS

     The exchange agent will make a request to establish an account with respect
to the outstanding notes at the DTC for purposes of the exchange offer within
two business days after the date of this prospectus. Any financial institution
that is a participant in the DTC's systems must make book-entry delivery of
outstanding notes by causing the DTC to transfer such outstanding notes into the
exchange agent's account at the DTC in accordance with the DTC's procedures for
transfer. Such participant should transmit its acceptance to the DTC on or prior
to the expiration date or comply with the guaranteed delivery procedures
described below. DTC will verify such acceptance, execute a book-entry transfer
of the tendered outstanding notes into the exchange agent's account at DTC and
then send to the exchange agent confirmation of such book-entry transfer. The
confirmation of such book-entry


                                       26
<PAGE>

transfer will include an agent's message confirming that DTC has received an
express acknowledgment from such participant that such participant has received
and agrees to be bound by the letter of transmittal and that we may enforce the
letter of transmittal against such participant. Delivery of notes issued in the
exchange offer may be effected through book-entry transfer at DTC. However, the
letter of transmittal or facsimile thereof or an agent's message, with any
required signature guarantees and any other required documents, must:

     o   be transmitted to and received by the exchange agent at the address set
         forth below under "--Exchange Agent" on or prior to the expiration
         date; or

     o   comply with the guaranteed delivery procedures described below.

GUARANTEED DELIVERY PROCEDURES

     If a holder of outstanding notes desires to tender such notes and the
holder's notes are not immediately available, or time will not permit such
holder's notes or other required documents to reach the exchange agent before
the expiration date, or the procedure for book-entry transfer cannot be
completed on a timely basis, a tender may be effected if:

     o   the holder tenders the notes through an eligible institution;

     o   prior to the expiration date, the exchange agent receives from such
         eligible institution a properly completed and duly executed notice of
         guaranteed delivery, substantially in the form we have provided, by
         telegram, telex, facsimile transmission, mail or hand delivery, setting
         forth the name and address of the holder of the notes being tendered
         and the amount of the notes being tendered. The notice of guaranteed
         delivery shall state that the tender is being made and guarantee that
         within three New York Stock Exchange trading days after the date of
         execution of the notice of guaranteed delivery, the certificates for
         all physically tendered notes, in proper form for transfer, or a
         book-entry confirmation, as the case may be, together with a properly
         completed and duly executed letter of transmittal or agent's message
         with any required signature guarantees and any other documents required
         by the letter of transmittal will be deposited by the eligible
         institution with the exchange agent; and

     o   the exchange agent receives the certificates for all physically
         tendered outstanding notes, in proper form for transfer, or a
         book-entry confirmation, as the case may be, together with a properly
         completed and duly executed letter of transmittal or agent's message
         with any required signature guarantees and any other documents required
         by the letter of transmittal, within three New York Stock Exchange
         trading days after the date of execution of the notice of guaranteed
         delivery.

WITHDRAWAL RIGHTS

     You may withdraw tenders of your outstanding notes at any time prior to
5:00 p.m., New York City time, on the expiration date.

     For a withdrawal to be effective, you must send a written notice of
withdrawal to the exchange agent at one of the addresses set forth below under
"-- Exchange Agent." Any such notice of withdrawal must:

     o   specify the name of the person having tendered the outstanding notes to
         be withdrawn;

     o   identify the outstanding notes to be withdrawn, including the principal
         amount of such outstanding notes; and

     o   where certificates for outstanding notes are transmitted, specify the
         name in which outstanding notes are registered, if different from that
         of the withdrawing holder.


                                       27
<PAGE>

     If certificates for outstanding notes have been delivered or otherwise
identified to the exchange agent, then, prior to the release of such
certificates, the withdrawing holder must also submit the serial numbers of the
particular certificates to be withdrawn and signed notice of withdrawal with
signatures guaranteed by an eligible institution unless such holder is an
eligible institution. If notes have been tendered pursuant to the procedure for
book-entry transfer described above, any notice of withdrawal must specify the
name and number of the account at the DTC to be credited with the withdrawn
notes and otherwise comply with the procedures of such facility. We will
determine all questions as to the validity, form and eligibility (including time
of receipt) of such notices and our determination will be final and binding on
all parties. Any tendered notes so withdrawn will be deemed not to have been
validly tendered for exchange for purposes of the exchange offer. Any notes
which have been tendered for exchange but which are not exchanged for any reason
will be returned to the holder thereof without cost to such holder. In the case
of notes tendered by book-entry transfer into the exchange agent's account at
the DTC, the notes withdrawn will be credited to an account maintained with the
DTC for the outstanding notes. The notes will be returned or credited to the DTC
account as soon as practicable after withdrawal, rejection of tender or
termination of the exchange offer. Properly withdrawn notes may be re-tendered
by following one of the procedures described under "--How to Tender Notes for
Exchange" above at anytime on or prior to 5:00 p.m., New York City time, on the
expiration date.

CONDITIONS TO THE EXCHANGE OFFER

     Notwithstanding any other provision of the exchange offer, we are not
required to accept for exchange, or to issue registered notes in exchange for,
any outstanding notes and may terminate or amend the exchange offer, if any of
the following events occur prior to acceptance of such outstanding notes:

     o   there shall be threatened, instituted or pending any action or
         proceeding before, or any injunction, order or decree shall have been
         issued by, any court or governmental agency or other governmental
         regulatory or administrative agency or commission,

         (1)   seeking to restrain or prohibit the making or consummation of the
               exchange offer or any other transaction contemplated by the
               exchange offer, or assessing or seeking any damages as a result
               thereof; or

         (2)   resulting in a material delay in our ability to accept for
               exchange or exchange some or all of the outstanding notes
               pursuant to the exchange offer;

         or any statute, rule, regulation, order or injunction shall be sought,
         proposed, introduced, enacted, promulgated or deemed applicable to the
         exchange offer or any of the transactions contemplated by the exchange
         offer by any government or governmental authority, domestic or foreign,
         or any action shall have been taken, proposed or threatened, by any
         government, governmental authority, agency or court, domestic or
         foreign, that in our sole judgment might, directly or indirectly,
         result in any of the consequences referred to in paragraph (1) or (2)
         above, or

     o   there shall have occurred:

         (1)   any general suspension of or general limitation on prices for, or
               trading in, securities on any national securities exchange or in
               the over-the-counter market; or

         (2)   any limitation by a governmental agency or authority which may
               adversely affect our ability to complete the transactions
               contemplated by the exchange offer; or

         (3)   a declaration of a banking moratorium or any suspension of
               payments in respect of banks in the United States or any
               limitation by any governmental agency or authority which
               adversely affects the extension of credit; or


                                       28
<PAGE>

         (4)   a commencement of a war, armed hostilities or other similar
               international calamity directly or indirectly involving the
               United States, or, in the case of any of the foregoing existing
               at the time of the commencement of the exchange offer, a material
               acceleration or worsening thereof; or

     o   any change (or any development involving a prospective change) shall
         have occurred or be threatened in our business, properties, assets,
         liabilities, financial condition, operations, results of operations or
         prospects and our subsidiaries taken as a whole that, in our reasonable
         judgment, is or may be adverse to us, or we have become aware of facts
         that, in our reasonable judgment, have or may have adverse significance
         with respect to the value of the outstanding notes or the registered
         notes;

which in our reasonable judgment in any case, and regardless of the
circumstances (including any action by us) giving rise to any such condition,
makes it inadvisable to proceed with the exchange offer and/or with such
acceptance for exchange or with such exchange.

     In addition, we may terminate or amend the exchange offer if at any time
before the acceptance of such outstanding notes for exchange there shall occur a
change in the current interpretation by staff of the SEC which permits the notes
issued in the exchange offer in exchange for the outstanding notes to be offered
for resale, resold and otherwise transferred by such holders, other than
broker-dealers and any such holder which is an "affiliate" of Alamosa (Delaware)
within the meaning of Rule 405 under the Securities Act, without compliance with
the registration and prospectus delivery provisions of the Securities Act,
provided that such notes acquired in the exchange offer are acquired in the
ordinary course of such holder's business and such holder has no arrangement or
understanding with any person to participate in the distribution of such notes
issued in the exchange offer.

     The foregoing conditions are for our sole benefit and may be asserted by us
regardless of the circumstances giving rise to any condition or may be waived by
us in whole or in part at any time in our reasonable discretion. Our failure at
any time to exercise any of the foregoing rights shall not be deemed a waiver of
any such right and each such right shall be deemed an ongoing right which may be
asserted at any time.

     In addition, we will not accept for exchange any outstanding notes
tendered, and no registered notes will be issued in exchange for any such
outstanding notes, if at such time any stop order shall be threatened or in
effect with respect to the registration statement, of which this prospectus
constitutes a part, or the qualification of the indenture under the Trust
Indenture Act.

THE EXCHANGE AGENT

     Wells Fargo Bank Minnesota, N.A. has been appointed as our exchange agent
for the exchange offer. All executed letters of transmittal should be directed
to our exchange agent at one of the addresses set forth below. Questions and
requests for assistance, requests for additional copies of this prospectus or of
the letter of transmittal and requests for notices of guaranteed delivery should
be directed to the exchange agent addressed as follows:

               WELLS FARGO BANK MINNESOTA, N.A., AS EXCHANGE AGENT

<TABLE>
<CAPTION>

By Registered & Certified Mail:         By Regular Mail or Overnight Courier:   In Person by Hand Only:
<S>                                     <C>                                     <C>
WELLS FARGO BANK MINNESOTA, N.A.        WELLS FARGO BANK MINNESOTA, N.A.        WELLS FARGO BANK MINNESOTA, N.A.
Corporate Trust Operations              Corporate Trust Operations              12th Floor - Northstar East Building
MAC N9303-121                           MAC N9303-121                           Corporate Trust Services
PO Box 1517                             Sixth & Marquette Avenue                608 Second Avenue South
Minneapolis, MN  55480                  Minneapolis, MN  55479                  Minneapolis, MN
</TABLE>


                                       29
<PAGE>

                 By Facsimile (for Eligible Institutions only):
                                 (612) 667-4927

                       For Information or Confirmation by
                                   Telephone:
                                 (800) 344-5128

DELIVERY OF THE LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF SUCH LETTER OF TRANSMITTAL VIA FACSIMILE OTHER THAN AS
SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY OF SUCH LETTER OF
TRANSMITTAL.

FEES AND EXPENSES

     The principal solicitation is being made by mail by Wells Fargo Bank
Minnesota, N.A., as exchange agent. We will pay the exchange agent customary
fees for its services, reimburse the exchange agent for its reasonable out-
of-pocket expenses incurred in connection with the provision of these services
and pay other registration expenses, including fees and expenses of the trustee
under the indenture relating to the new notes, filing fees, blue sky fees and
printing and distribution expenses. We may make payment to brokers, dealers or
others soliciting acceptances of the exchange offer.

     Additional solicitation may be made by telephone, facsimile or in person by
our and our affiliates' officers and regular employees and by persons so engaged
by the exchange agent.

ACCOUNTING TREATMENT

     We will not recognize any gain or loss for accounting purposes upon the
consummation of the exchange offer. We will amortize the expense of the exchange
offer over the term of the registered notes under accounting principles
generally accepted in the United States of America.

TRANSFER TAXES

     Holders who tender their outstanding notes for exchange will not be
obligated to pay any transfer taxes in connection with the exchange. If,
however, notes issued in the exchange offer are to be delivered to, or are to be
issued in the name of, any person other than the holder of the notes tendered,
or if a transfer tax is imposed for any reason other than the exchange of
outstanding notes in connection with the exchange offer, then the holder must
pay any such transfer taxes, whether imposed on the registered holder or on any
other person. If satisfactory evidence of payment of, or exemption from, such
taxes is not submitted with the letter of transmittal, the amount of such
transfer taxes will be billed directly to the tendering holder.

CONSEQUENCES OF FAILURE TO EXCHANGE OUTSTANDING NOTES

     Holders who desire to tender their outstanding notes in exchange for notes
registered under the Securities Act should allow sufficient time to ensure
timely delivery. Neither the exchange agent nor Alamosa (Delaware) is under any
duty to give notification of defects or irregularities with respect to the
tenders of notes for exchange.

     Outstanding notes that are not tendered or are tendered but not accepted
will, following the consummation of the exchange offer, continue to be subject
to the provisions in the indenture regarding the transfer and exchange of the
outstanding notes and the existing restrictions on transfer set forth in the
legend on the outstanding notes and in the offering circular dated January 24,
2001, relating to the outstanding notes. Except in limited circumstances with
respect to specific types of holders of outstanding notes, we will have no
further obligation to provide for the registration under the Securities Act of
such outstanding notes. In general, outstanding notes, unless registered under
the Securities Act, may not be offered or sold except pursuant to an exemption
from, or in a transaction not subject

                                       30
<PAGE>

to, the Securities Act and applicable state securities laws. We do not currently
anticipate that we will take any action to register the outstanding notes under
the Securities Act or under any state securities laws.

     Upon completion of the exchange offer, holders of the outstanding notes
will not be entitled to any further registration rights under the registration
rights agreement, except under limited circumstances.

     Holders of the notes issued in the exchange offer and any outstanding notes
which remain outstanding after consummation of the exchange offer will vote
together as a single class for purposes of determining whether holders of the
requisite percentage of the class have taken certain actions or exercised
certain rights under the indenture.

CONSEQUENCES OF EXCHANGING OUTSTANDING NOTES

     Based on interpretations of the staff of the SEC, as set forth in no-action
letters to third parties, we believe that the notes issued in the exchange offer
may be offered for resale, resold or otherwise transferred by holders of such
notes, other than by any holder which is an "affiliate" of Alamosa (Delaware)
within the meaning of Rule 405 under the Securities Act. Such notes may be
offered for resale, resold or otherwise transferred without compliance with the
registration and prospectus delivery provisions of the Securities Act, if:

     o   such notes issued in the exchange offer are acquired in the ordinary
         course of such holder's business; and

     o   such holder, other than broker-dealers, has no arrangement or
         understanding with any person to participate in the distribution of
         such notes issued in the exchange offer.

     However, the SEC has not considered the exchange offer in the context of a
no-action letter and we cannot guarantee that the staff of the SEC would make a
similar determination with respect to the exchange offer as in such other
circumstances.

     Each holder, other than a broker-dealer, must furnish a written
representation, at our request, that:

     o   it is not an affiliate of Alamosa (Delaware);

     o   it is not engaged in, and does not intend to engage in, a distribution
         of the notes issued in the exchange offer and has no arrangement or
         understanding to participate in a distribution of notes issued in the
         exchange offer; and

     o   it is acquiring the notes issued in the exchange offer in the ordinary
         course of its business.

     Each broker-dealer that receives notes issued in the exchange offer for its
own account in exchange for outstanding notes must acknowledge that such
outstanding notes were acquired by such broker-dealer as a result of
market-making or other trading activities and that it will deliver a prospectus
in connection with any resale of such notes issued in the exchange offer. See
"Plan of Distribution" for a discussion of the exchange and resale obligations
of broker-dealers in connection with the exchange offer.

     In addition, to comply with state securities laws of certain jurisdictions,
the notes issued in the exchange offer may not be offered or sold in any state
unless they have been registered or qualified for sale in such state or an
exemption from registration or qualification is available and complied with by
the holders selling the notes. We have agreed in the registration rights
agreement that, prior to the exchange offer, we will register or qualify the
transfer restricted securities for offer or sale under the securities laws of
any jurisdiction reasonably requested by a holder. Unless a holder requests, we
currently do not intend to register or qualify the sale of the notes issued in
the exchange offer in any state where an exemption from registration or
qualification is required and not available.


                                       31
<PAGE>

                                    BUSINESS

     References in this prospectus to us as a provider of wireless personal
communications services or similar phrases generally refer to our building,
owning and managing our portion of the Sprint PCS network pursuant to our
affiliation agreements with Sprint PCS. Sprint PCS holds the spectrum licenses
and controls the network through its agreements with us.

     All references contained in this prospectus to resident population and
residents are based on projections of year-end 2000 population counts calculated
by applying the annual growth rate from 1990 to 1999 to estimates of 1999
population counts compiled by the U.S. Census Bureau.

OVERVIEW

     We are an indirect wholly owned subsidiary of Alamosa Holdings, Inc., a
Delaware corporation, whose shares of common stock are quoted on The Nasdaq
National Market System under the symbol "APCS". We are a holding company and
through our subsidiaries provide wireless personal communication services,
commonly referred to as PCS, in the Southwestern, Northwestern and Midwestern
United States. We are a network partner of Sprint PCS, the personal
communications services group of Sprint Corporation. Sprint PCS, directly and
through affiliates such as us, provides wireless services in more than 4,000
cities and communities across the country. We have the exclusive right to
provide digital wireless mobility communications network services under the
Sprint and Sprint PCS brand names in territories primarily located in Texas, New
Mexico, Arizona, Colorado, Wisconsin, Illinois, Oklahoma, Kansas, Missouri,
Washington and Oregon. Through December 31, 1999, we were a development stage
company.

     We launched Sprint PCS service in Laredo, Texas in June 1999, and through
March 31, 2001 have commenced service in 62 additional markets, including 41
markets in territories serviced by companies that we acquired in 2001. At March
31, 2001, our systems covered approximately 9,202,300 residents out of
approximately 15,642,200 million total residents in those markets. The number of
residents covered by our systems does not represent the number of Sprint PCS
subscribers that we expect to be based in our territories. As of March 31, 2001,
261,345 Sprint PCS subscribers were based in our territories.

OUR BACKGROUND

     Prior to the closing of our initial public offering in February 2000, we
were comprised of Alamosa PCS LLC, a Texas limited liability company, Alamosa
Wisconsin Limited Partnership, a Wisconsin limited partnership and a 99.75%
owned subsidiary of Alamosa PCS LLC, and Texas Telecommunications, LP, a Texas
limited partnership and wholly owned subsidiary of Alamosa PCS LLC. Immediately
prior to the closing of our initial public offering, we reorganized the business
into a holding company structure. The members of Alamosa PCS LLC received shares
of our common stock in the same proportion to their membership interests in
Alamosa PCS LLC.

     Texas Telecommunications, LP was formed in December 1999. In connection
with our original reorganization, Texas Telecommunications, LP received the
assets of Alamosa PCS LLC related to operations in the Southwest United States
and operated the business of Alamosa PCS LLC. Alamosa PCS, Inc. held a 99%
limited partnership interest in Texas Telecommunications, LP. Alamosa Delaware
GP, LLC, a wholly owned subsidiary of Alamosa PCS, Inc., held a 1% general
partnership interest in Texas Telecommunications, LP. Currently Alamosa Limited,
LLC, a wholly owned subsidiary of Alamosa PCS, Inc., holds the 99% limited
partnership interest in Texas Telecommunications, LP and Alamosa Delaware GP,
LLC continues to hold the 1% general partnership interest in Texas
Telecommunications, LP.

     Alamosa Wisconsin Limited Partnership was formed in December 1999. In
connection with our original reorganization, Alamosa Wisconsin Limited
Partnership received the assets of Alamosa PCS LLC related to operations in
Wisconsin. After our original reorganization, Alamosa Wisconsin Limited
Partnership commenced our business operations in Wisconsin. Alamosa PCS, Inc.
holds the 98.75% Class A limited partnership interests in

                                       32
<PAGE>

Alamosa Wisconsin Limited Partnership and Alamosa PCS Holdings holds the .25%
Class B limited partnership interests in Alamosa Wisconsin Limited Partnership.
Alamosa Wisconsin GP, LLC, a wholly owned subsidiary of Alamosa PCS, Inc., holds
a 1% general partnership interest in Alamosa Wisconsin Limited Partnership.

     We are a Delaware corporation and we were formed in October 1999 under the
name "Alamosa PCS Holdings, Inc." to operate as a holdings company. On February
3, 2000, we completed our initial public offering. On December 14, 2000, we
formed a new holding company pursuant to a merger under Section 251(g) of the
Delaware General Corporation Law. Each of our common shares was converted into
one share of the new holding company and we became a wholly owned subsidiary of
the new holding company. The Section 251(g) transaction did not require any vote
of our stockholders. Upon effectiveness of the Section 251(g) transaction, our
name was changed to Alamosa (Delaware), Inc. and the new holding company's name
was changed to Alamosa PCS Holdings, Inc.

     On February 14, 2001, Alamosa Sub I, Inc. ("Alamosa Sub I"), Alamosa
Holdings' wholly owned subsidiary, merged with and into Alamosa PCS Holdings,
with Alamosa PCS Holdings surviving the merger and becoming a wholly owned
subsidiary of Alamosa Holdings. Each share of Alamosa PCS Holdings common stock
issued and outstanding immediately prior to the merger, was converted into the
right to receive one share of Alamosa Holdings' common stock.

     On February 14, 2001, we completed our acquisition of Roberts Wireless
Communications, L.L.C. ("Roberts") and Washington Oregon Wireless, LLC ("WOW").
Roberts' service area, which includes 2.5 million people, includes the market
areas surrounding Kansas City, the world headquarters of Sprint PCS, and St.
Louis, including the Interstate 70 corridor connecting the two cities. At
December 31, 2000, Roberts' network covered approximately 1.1 million people.
WOW's service area, which includes 1.5 million people, includes the market areas
of Ellenburg, Yakima and Kennewick, Washington and key travel corridors within
Washington and Oregon. At December 31, 2000, WOW's network covered approximately
800,000 people.

     On March 31, 2001, we completed our acquisition of Southwest PCS Holdings,
Inc. ("Southwest"). Southwest's service area, which includes 2.8 million people,
includes the market areas in Texas, Oklahoma and Arkansas, encompassing over
2,100 heavily traveled highway miles. At December 31, 2000, Southwest had
launched service in 18 markets covering approximately 1.5 million residents and
had approximately 40,000 customers.

     In connection with the Roberts and WOW acquisitions, we entered into a new
senior secured credit facility for up to $280 million. In connection with the
acquisition of Southwest, we increased the amount of the senior secured credit
facility from $280 million to $333 million.

     The current organization of Alamosa Holdings and its subsidiaries is
illustrated in the chart on the following page:



                                       33
<PAGE>

<TABLE>
<S>                                              <C>
                                                 --------------------------

                                                   Alamosa Holdings, Inc.

                                                 --------------------------
                                                              |
                                                              |
                                                              |
                                                 --------------------------

  ---------------------------------------------- Alamosa PCS Holdings, Inc.
 | .25%
 |                                               --------------------------
 |                                                            |
 |                                                            |
 |                                                            |
 |                                               --------------------------
 |
 |                                                Alamosa (Delaware), Inc.
 |
 |                                               --------------------------
 |                                                            |
 |                                                            |--------------------------------
 |                                                            |                                |
 |                                               --------------------------       --------------------------
 |
 |                                                  Alamosa Holdings, LLC              Alamosa Delaware
 |                                                                                      Operations, LLC
 |                                               --------------------------       --------------------------
 |                                                            |
 |                                     -----------------------------------------------------------------------------------------
 |                                    |
 |                       --------------------------
 |
 |  --------------------      Alamosa PCS, Inc.
 | |
 | |                     --------------------------
 | | 98.75%                           |
 | |               -----------------------------------------------------------------------
 | |              |                            |                                          |
 | | --------------------------   --------------------------                 ----------------------------
 | |                                                                        |                            |
 | |  Alamosa Wisconsin GP, LLC      Alamosa Finance, LLC      --------------------------   --------------------------
 | |
 | | --------------------------   --------------------------      Alamosa Limited, LLC       Alamosa Delaware GP, LLC
 | |           1% |
 | | --------------------------                                --------------------------   --------------------------
 |  -                                                                       |                            |     |
 |        Alamosa Wisconsin                                                  ----------------------------      |
  ---    Limited Partnership                                                              |                    |
     --------------------------                                               --------------------------       |
                  |                                                                                            |
     --------------------------                                                          Texas                 |  1% GP
                                                                                 Telecommunications LP         |
         Alamosa (Wisconsin)                                                  --------------------------       |
           Properties, LLC                                                                | 99%                |
     --------------------------                                               --------------------------       |
                                                                                                               |
                                                                                Alamosa Properties, LP   -----

                                                                              --------------------------


                                                 (continued on next page)
<PAGE>

----------------------------------------------------------------------------------------------------------
           |                                         |                                                    |
----------------------                  --------------------------                             --------------------------
                                                                                              |                          |
        Alamosa                              Washington Oregon                    -----------------------   ------------------------
   Missouri, LLC(1)                            Wireless, LLC
----------------------                  --------------------------                      SWGP, L.L.C.              SWLP, L.L.C.
           |                                         |
           |                           ----------------------------               -----------------------   ------------------------
           |                          |                            |                          |                          |
----------------------   --------------------------   --------------------------               --------------------------
                                                                                                          |
   Alamosa Missouri      Washington Oregon Wireless   Washington Oregon Wireless               --------------------------
  Properties, LLC(2)           Properties, LLC               Licenses, LLC
----------------------   --------------------------   --------------------------                    Southwest PCS, LP

                                                                                               --------------------------
                                                                                                          |
                                                                                               --------------------------
                                                                                              |                          |
                                                                                  -----------------------   ------------------------

                                                                                        Southwest PCS              Southwest PCS
                                                                                       Properties, LLC             Licenses, LLC
                                                                                  -----------------------   ------------------------
</TABLE>
(1)      Formerly Roberts Wireless Communications, L.L.C.
(2)      Formerly Roberts Wireless Properties, L.L.C.


                                       34

<PAGE>

OUR RELATIONSHIP WITH SPRINT PCS

     Sprint PCS is a wholly owned tracking group of Sprint Corporation and
operates the largest 100% digital, 100% PCS nationwide network in the United
States with licenses to provide services to an area of more than 280 million
residents in the United States, Puerto Rico and the U.S. Virgin Islands. The
Sprint PCS network uses code division multiple access technology nationwide.
Sprint PCS directly operates its PCS network in major markets throughout the
United States and has entered into independent agreements with various
affiliates such as us, under which the affiliate has agreed to construct and
manage PCS networks in smaller metropolitan areas and along major highways.

     We are the largest affiliate of Sprint PCS based on the resident population
in our territories, and our territories adjoin several major Sprint PCS markets.
The build-out of our territories will significantly extend Sprint PCS's coverage
in the Southwestern and Midwestern United States. Due to our relationship with
Sprint PCS, we benefit from:

     BRAND RECOGNITION. We market products and services directly under the
Sprint and Sprint PCS brand names. We benefit from the recognizable Sprint and
Sprint PCS brand names and national advertising as we open markets. We offer
pricing plans, promotional campaigns and handset and accessory promotions of
Sprint PCS.

     EXISTING DISTRIBUTION CHANNELS. We benefit from relationships with major
national retailers who distribute Sprint PCS products and services under
existing Sprint PCS contracts. These national retailers have approximately 470
retail outlets in our territories. Furthermore, we benefit from sales made by
Sprint PCS to customers in our territories through its national telemarketing
sales force, national account sales team and Internet sales capability. These
existing distribution channels provide immediate access to customers as our
services become available in their area. For more information on our
distribution plan, see "--Sales and Distribution."

     SPRINT PCS'S NATIONAL NETWORK. We offer access to Sprint PCS's wireless
network. Sprint PCS's network offers service in metropolitan markets across the
country representing 223 million people. We derive additional revenue from
Sprint PCS when its customers based outside of our territories roam on our
portion of the Sprint PCS network.

     HIGH CAPACITY NETWORK. Sprint PCS built its network around code division
multiple access digital technology, which we believe provides advantages in
capacity, voice-quality, security and handset battery life. For more information
on the benefits of this technology, see "--Technology -- Code Division Multiple
Access."

     SPRINT PCS'S LICENSED SPECTRUM. Sprint PCS has invested approximately
$100.0 million to purchase the wireless mobility communications network service
licenses in our territories and to pay costs to remove sources of microwave
signals that interfere with the licensed spectrum, a process generally referred
to as microwave clearing.

     BETTER EQUIPMENT AVAILABILITY AND PRICING. We are able to acquire handsets
and network equipment more quickly and at a lower cost than we would without our
affiliation with Sprint PCS. For example, Sprint PCS will use commercially
reasonable efforts to obtain for us the same discounted volume-based pricing on
wireless-related products and warranties as Sprint PCS receives from its
vendors.

     ESTABLISHED BACK OFFICE SUPPORT SERVICES. We have contracted with Sprint
PCS to provide critical back office services, including customer activation,
handset logistics, billing, customer care and network monitoring services.
Because we do not have to establish and operate these systems, we are able to
accelerate our market launches and capitalize upon Sprint PCS's economies of
scale.

     ACCESS TO THE SPRINT PCS WIRELESS WEB. We support the Sprint PCS Wireless
Web service in our portion of the Sprint PCS network. For more information on
the Sprint PCS Wireless Web, see "--Products and Services--Access to the Sprint
PCS Wireless Web."

                                       35
<PAGE>

     Statements in this prospectus regarding Sprint or Sprint PCS are derived
from information contained in our affiliation agreements with Sprint and Sprint
PCS and periodic reports and other documents filed with the Securities and
Exchange Commission by, or press releases issued by, Sprint and Sprint PCS.

MARKETS

     The following table lists the location, basic trading area number, whether
the network coverage has been launched, megahertz of spectrum, estimated total
residents and estimated covered residents for each of the markets that comprise
our territories under our affiliation agreements with Sprint PCS at March 31,
2001. The number of estimated covered residents does not represent the number of
Sprint PCS subscribers that we expect to be based in our territories.

<TABLE>
<CAPTION>
                                                       MHZ OF    ESTIMATED TOTAL      ESTIMATED COVERED
LOCATION                                BTA NO. (1)   SPECTRUM    RESIDENTS (2)          RESIDENTS (3)      DATE LAUNCHED
-------------------------------------  ------------  ----------  ----------------  ----------------------  ---------------
<S>                                        <C>         <C>         <C>               <C>                    <C>
ARKANSAS
Fayetteville-Springdale-Rogers ......        140         30          325,400              243,100              3Q99
Fort Smith ..........................        153         30          326,900              182,500              4Q98
Little Rock .........................        257         30           19,600
Russellville ........................        387         30           95,400

ARIZONA
Flagstaff ...........................        144         30          116,300              76,600               4Q00
Las Vegas, NV (Arizona side) (4) ....        245         30          155,000
Prescott ............................        362         30          167,500              141,200              4Q00
Phoenix (4) .........................        347         30           15,900
Sierra Vista-Douglas ................        420         30          117,800
Tucson (4) ..........................        447         30           17,200
Yuma ................................        486         30          160,000              142,200              1Q01

CALIFORNIA
El Centro-Calexico ..................        124         30          142,400
San Diego (4) .......................        402         30            3,500

COLORADO
Colorado Springs (4) ................         89         30            9,000
Farmington, NM-Durango, CO ..........        139         30          208,300
Grand Junction ......................        168         30          246,100              135,500              4Q00
Pueblo ..............................        366         30          312,800              207,400              3Q00

ILLINOIS
Carbondale-Marion ...................         67         30          214,200              114,700              1Q01

KANSAS
Pittsburg-Parsons ...................        349         30           92,500              27,900               1Q01
Emporia .............................        129         30           47,800              31,900               1Q99
Hutchinson (4) ......................        200         30           30,700              20,700               1Q99
Manhattan-Junction City .............        275         30          117,800              85,400               4Q98
Salina ..............................        396         30          144,300              63,400               4Q98

MINNESOTA
La Crosse, WI-Winona, MN.............        234         30          320,400
Minneapolis-St. Paul (4) ............        298         30           84,800
</TABLE>




                                       36
<PAGE>

<TABLE>
<CAPTION>
                                                        MHZ OF    ESTIMATED TOTAL      ESTIMATED COVERED
LOCATION                                 BTA NO. (1)   SPECTRUM    RESIDENTS (2)          RESIDENTS (3)      DATE LAUNCHED
--------------------------------------  ------------  ----------  ----------------  ----------------------  ---------------
<S>                                      <C>         <C>         <C>               <C>                    <C>
MISSOURI
Cape Girardeau-Sikeston ..............        66         30          189,400              158,600              1Q01
Columbia .............................        90         30          216,800              154,200              1Q99
Jefferson City .......................       217         30          163,600              131,400              1Q99
Kirksville ...........................       230         30           57,400               37,700              4Q00
Poplar Bluff .........................       355         30          154,000               50,900              1Q01
Quincy, IL-Hannibal ..................       367         30          184,800              104,500              1Q01
Rolla ................................       383         30          104,800               69,400              4Q00
St. Joseph ...........................       393         30          196,600              135,600              2Q00
Sedalia ..............................       414         30           92,600               57,700              1Q99
Springfield ..........................       428         30          660,200              427,800              4Q99
West Plains ..........................       470         30           77,100

NEW MEXICO
Albuquerque ..........................         8         10          831,900              684,200              3Q99
Carlsbad .............................        68         10           51,700
Clovis ...............................        87         30           75,300
Gallup ...............................       162         10          144,200
Hobbs ................................       191         30           55,500
Roswel ...............................       386         10           80,800
Santa Fe .............................       407         10          218,800              140,100              3Q99
Las Cruces ...........................       244         10          249,900              195,200              3Q99

OKLAHOMA
Joplin, MO-Miami .....................       220         30          247,300              214,800              4Q00
Ada ..................................         4         30           55,100               29,100              2Q99
Ardmore ..............................        19         30           90,800               51,000              3Q99
Bartlesville .........................        31         30           49,000               43,300              3Q99
Enid .................................       130         30           85,700               50,300              2Q00
Lawton-Duncan ........................       248         30          180,900              103,200              1Q99
McAlester ............................       267         30           54,600               30,100              3Q99
Muskogee .............................       311         30          164,300               71,800              2Q99
Oklahoma City (4) ....................       329         30          577,600              200,000              1Q99
Ponca City ...........................       354         30           48,100               42,000              2Q99
Stillwater ...........................       433         30           79,600               57,500              4Q98
Tulsa (4) ............................       448         30          278,500               92,800              3Q99

OREGON
Bend .................................        38         30          153,600              134,200              1Q01
Coos Bay-North Bend ..................        97         30           83,900               35,900              3Q00
Klamath Falls ........................       231         30           80,600               59,600              3Q00
Medford-Grants Pass ..................       288         30          257,000              199,000              3Q00
Portland (4) .........................       358         30           20,600               20,600              3Q00
Roseburg .............................       385         30          100,400               80,100              3Q00
Walla Walla, WA-Pendleton, OR ........       460         30          174,500              128,300              3Q00

TEXAS
Eagle Pass-Del Rio ...................       121         30          117,400              111,600              1Q00
El Paso ..............................       128         20          748,200              702,400              3Q99
Laredo ...............................       242         30          216,400              212,400              2Q99
Wichita Falls ........................       473         30          222,500              135,600              4Q98
Abilene ..............................         3         30          261,700              155,200              4Q99
Amarillo .............................        13         30          410,300              240,900              3Q99
Big Spring ...........................        40         30           35,800
</TABLE>

                                       37
<PAGE>


<TABLE>
<CAPTION>
                                                         MHZ OF    ESTIMATED TOTAL      ESTIMATED COVERED
LOCATION                                 BTA NO. (1)   SPECTRUM    RESIDENTS (2)          RESIDENTS (3)      DATE LAUNCHED
--------------------------------------  ------------  ----------  ----------------  ----------------------  ---------------
<S>                                      <C>         <C>         <C>               <C>                    <C>
Lubbock .............................        264         30          409,200              359,600              3Q99
Midland .............................        296         30          120,800              106,300              3Q99
Odessa ..............................        327         30          209,100              146,800              3Q99
San Angelo ..........................        400         30          161,900              106,100              4Q99

WASHINGTON
Kennewick-Pasco-Richland ............        228         30          191,800              181,300              3Q00
Wenatchee ...........................        468         30          213,500              146,100              4Q00
Yakima ..............................        482         30          255,900              246,100              3Q00

WISCONSIN
Appleton-Oshkosh ....................         18         30          452,400              359,000              4Q00
Eau Claire ..........................        123         30          195,400
Fond du Lac .........................        148         30           97,300               86,500              4Q00
Green Bay ...........................        173         30          355,800              264,500              4Q00
Madison (4) .........................        272         30          149,000
Manitowoc ...........................        276         30           82,900               78,500              4Q00
Milwaukee (4) .......................        297         30           84,600
Sheboygan ...........................        417         30          112,600              100,000              4Q00
Stevens Point-Marshfield-Wisconsin
   Rapids ...........................        432         30          214,600
Wausau-Rhinelander ..................        466         30          244,000

TOTAL                                                             15,642,200            9,202,300
</TABLE>

(1)  BTA No. refers to the basic trading area number assigned to that market by
     the Federal Communications Commission (the "FCC") for the purposes of
     issuing licenses for wireless services.

(2)  Estimated total residents is based on projections of year-end 2000
     population counts calculated by applying the annual growth rate from 1990
     to 1999 to estimates of 1999 population counts compiled by the U.S. Census
     Bureau.

(3)  Estimated percent coverage is based on our actual or projected network
     coverage in markets at the launch date using current projections of
     year-end 2000 population counts calculated by applying the annual growth
     rate from 1990 to 1999 to estimates of 1999 population counts compiled by
     the U.S. Census Bureau.

(4)  Total residents, covered residents and actual customers for these markets
     reflect only those residents or customers contained in our licensed
     territories, not the total residents, covered residents and actual
     customers in the entire basic trading area.

     Pursuant to our affiliation agreements with Sprint PCS, we have agreed to
cover a minimum percentage of the resident population in our territories within
specified time periods. We are fully compliant with these build-out requirements
and expect to launch our remaining markets ahead of the schedule established in
our affiliation agreements with Sprint PCS. As of March 31, 2001, we had 261,345
Sprint PCS subscribers.

NETWORK OPERATIONS

     GENERAL. The effective operation of our portion of the Sprint PCS network
requires:

     o   public switched and long distance interconnection;

     o   the implementation of roaming arrangements; and


                                       38
<PAGE>

     o   the development of network monitoring systems.

     Our network connects to the public switched telephone network to facilitate
the origination and termination of traffic between our network and both local
exchange and long distance carriers. Sprint provides preferred rates for long
distance services. Through our arrangements with Sprint PCS and Sprint PCS's
arrangements with other wireless service providers, Sprint PCS subscribers based
in our territories have roaming capabilities on other networks. We monitor our
portion of the Sprint PCS network during normal business hours. For after hours
monitoring, Sprint PCS Network Operating Centers provide 24 hours, seven days a
week monitoring of our portion of the Sprint PCS network and notification to our
designated personnel.

     As of March 31, 2001, our portion of the Sprint PCS network included 1,021
base stations and 10 switching centers.

PRODUCTS AND SERVICES

     We offer products and services throughout our territories under the Sprint
and Sprint PCS brand names. Our services are designed to mirror the service
offerings of Sprint PCS and to integrate with the Sprint PCS network. The Sprint
PCS service packages we currently offer include the following:

     100% DIGITAL WIRELESS NETWORK WITH SERVICE ACROSS THE COUNTRY. We are part
of the largest 100% digital wireless personal communications services network in
the country. Sprint PCS customers based in our territories may access Sprint PCS
services throughout the Sprint PCS network, which includes more than 4,000
cities and communities across the United States. Dual-band/dual-mode handsets
allow roaming on wireless networks where Sprint PCS has roaming agreements.

     ACCESS TO THE SPRINT PCS WIRELESS WEB. We support the Sprint PCS Wireless
Web in our portion of the Sprint PCS network. The Sprint PCS Wireless Web allows
customers with data capable handsets to connect their portable computers or
personal digital assistants to the Internet. Sprint PCS customers with data
capable handsets also have the ability to receive periodic information updates
such as stock prices, sports scores and weather reports. Sprint PCS customers
with web-browser enabled handsets have the ability to connect to and browse
specially designed text-based Internet sites on an interactive basis.

     OTHER SERVICES. In addition to these services, we may also offer wireless
local loop services in our territories, but only where Sprint is not a local
exchange carrier. Wireless local loop is a wireless substitute for the
landline-based telephones in homes and businesses. We also believe that new
features and services will be developed on the Sprint PCS network to take
advantage of code division multiple access technology. Sprint PCS conducts
ongoing research and development to produce innovative services that are
intended to give Sprint PCS a competitive advantage. We may incur additional
expenses in modifying our technology to provide these additional features and
services.

ROAMING

     SPRINT PCS ROAMING. Sprint PCS roaming includes both inbound Sprint PCS
roaming, when a Sprint PCS subscriber based outside of our territories uses our
portion of the Sprint PCS network, and outbound Sprint PCS roaming, when a
Sprint PCS subscriber based in our territories uses the Sprint PCS network
outside of our territories. Sprint PCS pays us a per minute fee for inbound
Sprint PCS roaming. Similarly, we pay a per minute fee to Sprint PCS for
outbound Sprint PCS roaming. Pursuant to our affiliation agreements with Sprint
PCS, Sprint PCS has the discretion to change the per minute rate for Sprint PCS
roaming fees. See "Our Affiliation Agreements with Sprint PCS - Recent
Developments."

     NON-SPRINT PCS ROAMING. Non-Sprint PCS roaming includes both inbound
non-Sprint PCS roaming, when a non-Sprint PCS subscriber uses our portion of the
Sprint PCS network, and outbound non-Sprint PCS roaming, when a Sprint PCS
subscriber based in our territories uses a non-Sprint PCS network. Pursuant to
roaming

                                       39
<PAGE>

agreements between Sprint PCS and other wireless service providers, when another
wireless service provider's subscriber uses our portion of the Sprint PCS
network, we earn inbound non-Sprint PCS roaming revenue. These wireless service
providers must pay fees for their subscribers' use of our portion of the Sprint
PCS network, and as part of our collected revenues, we are entitled to 92% of
these fees. Currently, pursuant to our services agreement with Sprint PCS,
Sprint PCS bills these wireless service providers for these fees. When another
wireless service provider provides service to one of the Sprint PCS subscribers
based in our territories, we pay outbound non-Sprint PCS roaming fees. Sprint
PCS, pursuant to our current services agreement with Sprint PCS, then bills the
Sprint PCS subscriber for use of that provider's network at rates specified in
his or her contract and pays us 100% of this outbound non-Sprint PCS roaming
revenue collected from that subscriber on a monthly basis. We bear the
collection risk for all service.

MARKETING STRATEGY

     Our marketing strategy is to complement Sprint PCS's national marketing
strategies with techniques tailored to each of the specific markets in our
territories.

     USE SPRINT PCS'S BRAND EQUITY. We feature exclusively and prominently the
nationally recognized Sprint and Sprint PCS brand names in our marketing and
sales effort. From the customers' point of view, they use our portion of the
Sprint PCS network and the rest of the Sprint PCS network as a unified national
network.

     ADVERTISING AND PROMOTIONS. Sprint PCS promotes its products through the
use of national as well as regional television, radio, print, outdoor and other
advertising campaigns. In addition to Sprint PCS's national advertising
campaigns, we advertise and promote Sprint PCS products and services on a local
level in our markets at our cost. We have the right to use any promotion or
advertising materials developed by Sprint PCS and only have to pay the
incremental cost of using those materials, such as the cost of local radio and
television advertisement placements, and material costs and incremental printing
costs. We also benefit from any advertising or promotion of Sprint PCS products
and services by third party retailers in our territories, such as RadioShack,
Circuit City and Best Buy. We must pay the cost of specialized Sprint PCS print
advertising by third party retailers. Sprint PCS also runs numerous promotional
campaigns which provide customers with benefits such as additional features at
the same rate or free minutes of use for limited time periods. We offer these
promotional campaigns to potential customers in our territories.

     SALES FORCE WITH LOCAL PRESENCE. We have established local sales forces to
execute our marketing strategy through direct business-to-business contacts, our
company-owned retail stores, local distributors and other channels. Our market
teams also participate in local clubs and civic organizations such as the
Chamber of Commerce, Rotary and Kiwanis.

SALES AND DISTRIBUTION

     Our sales and distribution plan is designed to exploit Sprint PCS's
multiple channel sales and distribution plan and to enhance it through the
development of local distribution channels. Key elements of our sales and
distribution plan consist of the following:

     SPRINT PCS RETAIL STORE. As of March 31, 2001, we owned and operated 55
Sprint PCS stores and 7 kiosks at military base locations. These stores provide
us with a local presence and visibility in the markets within our territories.
Following the Sprint PCS model, these stores are designed to facilitate retail
sales, activation, bill collection and customer service.

     SPRINT STORE WITHIN A RADIOSHACK STORE. Sprint has an exclusive arrangement
with RadioShack to install a "store within a store," making Sprint PCS the
exclusive brand of wireless mobility communications network services using CDMA
technology in the 1900 MHz spectrum and products sold through RadioShack stores.
As of March 31, 2001, Radio Shack had approximately 213 stores in our
territories.

                                       40
<PAGE>

     OTHER NATIONAL THIRD PARTY RETAIL STORES. In addition to RadioShack, we
benefit from the distribution agreements established by Sprint PCS with other
national and regional retailers such as Best Buy, Circuit City and Target. As of
March 31, 2001, these retailers had approximately 334 stores in our territories.

     ELECTRONIC COMMERCE. Sprint PCS maintains an Internet site,
www.sprintpcs.com, which contains information on Sprint PCS products and
services. A visitor to Sprint PCS's Internet site can order and pay for a
handset and select a rate plan. Sprint PCS customers visiting the site can
review the status of their account, including the number of minutes used in the
current billing cycle. We will recognize the revenues generated by Sprint PCS
customers in our territories who purchase products and services over the Sprint
PCS Internet site.

SEASONALITY

     Our business is subject to seasonality because the wireless industry is
heavily dependent on fourth quarter results. Among other things, the industry
relies on significantly higher customer additions and handset sales in the
fourth quarter as compared to the other three fiscal quarters. A number of
factors contribute to this trend, including:

     o   the increasing use of retail distribution, which is dependent upon the
         year-end holiday shopping season;

     o   the timing of new product and service announcements and introductions;

     o   competitive pricing pressures; and

     o   aggressive marketing and promotions.

TECHNOLOGY

     GENERAL. In 1993, the FCC allocated the 1900 MHz frequency block of the
radio spectrum for wireless personal communications services. Wireless personal
communications services differ from traditional analog cellular telephone
service principally in that wireless personal communications services systems
operate at a higher frequency and employ advanced digital technology.
Analog-based systems send signals in which the transmitted signal resembles the
input signal, the caller's voice. Digital systems convert voice or data signals
into a stream of digits that permit a single radio channel to carry multiple
simultaneous transmissions. Digital systems also achieve greater frequency reuse
than analog systems resulting in greater capacity than analog systems. This
enhanced capacity, along with enhancements in digital protocols, allows
digital-based wireless technologies, whether using wireless personal
communications services or cellular frequencies, to offer new and enhanced
services, including greater call privacy and more robust data transmission, such
as facsimile, electronic mail and connecting notebook computers with
computer/data networks.

     Wireless digital signal transmission is accomplished through the use of
various forms of frequency management technology or "air interface protocols."
The FCC has not mandated a universal air interface protocol for wireless
personal communications services systems. Wireless personal communications
systems operate under one of three principal air interface protocols; code
division multiple access, time division multiple access, commonly referred to as
TDMA, or global system for mobile communications, commonly referred to as GSM.
Time division multiple access and global system for mobile communications are
both time division multiple access systems but are incompatible with each other.
The code division multiple access system is incompatible with both global system
for mobile communications and time division multiple access systems.
Accordingly, a subscriber of a system that utilizes code division multiple
access technology is unable to use a code division multiple access handset when
traveling in an area not served by code division multiple access-based wireless
personal communications services operators, unless the customer carries a
dual-band/dual-mode handset that permits the customer to use the analog cellular
system in that area. The same issue would apply to users of time division
multiple access or global system for mobile communications systems. All of the
wireless personal communications services operators now have

                                       41
<PAGE>

dual-mode or tri-mode handsets available to their customers. Because digital
networks do not cover all areas in the country, these handsets will remain
necessary for segments of the subscriber base.

CODE DIVISION MULTIPLE ACCESS TECHNOLOGY

     Sprint PCS's network and its affiliates' networks all use digital code
division multiple access technology. We believe that code division multiple
access provides important system performance benefits such as:

     GREATER CAPACITY. We believe, based on studies by code division multiple
access manufacturers, that code division multiple access systems can provide
system capacity that is approximately seven to ten times greater than that of
current analog technology and approximately three times greater than time
division multiple access and global system for mobile communications systems.

     PRIVACY AND SECURITY. One of the benefits of code division multiple access
technology is that it combines a constantly changing coding scheme with a low
power signal to enhance call security and privacy.

     SOFT HAND-OFF. Code division multiple access systems transfer calls
throughout the code division multiple access network using a technique referred
to as a soft hand-off, which connects a mobile customer's call with a new base
station while maintaining a connection with the base station currently in use.
Code division multiple access networks monitor the quality of the transmission
received by multiple base stations simultaneously to select a better
transmission path and to ensure that the network does not disconnect the call in
one cell unless replaced by a stronger signal from another base station. Analog,
time division multiple access and global system for mobile communications
networks use a "hard hand-off" and disconnect the call from the current base
station as it connects with a new one without any simultaneous connection to
both base stations.

     SIMPLIFIED FREQUENCY PLANNING. Frequency planning is the process used to
analyze and test alternative patterns of frequency used within a wireless
network to minimize interference and maximize capacity. Unlike time division
multiple access and global system for mobile communications based systems, code
division multiple access based systems can reuse the same subset of allocated
frequencies in every cell, substantially reducing the need for costly frequency
reuse patterning and constant frequency plan management.

     LONGER BATTERY LIFE. Due to their greater efficiency in power consumption,
code division multiple access handsets can provide longer standby time and more
talk time availability when used in the digital mode than handsets using
alternative digital or analog technologies.

COMPETITION

     Competition in the wireless communications services industry is intense. We
compete with a number of wireless service providers in our markets. We believe
that our primary competition is with national wireless providers such as AT&T
Wireless Services, Cingular and Voicestream Wireless, Verizon Wireless and
Alltel.

     We also face competition from resellers, which provide wireless services to
customers but do not hold FCC licenses or own facilities. Instead, the resellers
buy blocks of wireless telephone numbers and capacity from a licensed carrier
and resell services through their own distribution network to the public. The
FCC currently requires all cellular and wireless personal communications
services licensees to permit resale of carrier services to a reseller.

     In addition, we compete with existing communications technologies such as
paging, enhanced specialized mobile radio service dispatch and conventional
landline telephone companies in our markets. Potential users of wireless
personal communications services systems may find their communications needs
satisfied by other current and developing technologies. One or two-way paging or
beeper services that feature voice messaging and data display as well as
tone-only service may be adequate for potential customers who do not need to
speak to the caller.

                                       42
<PAGE>

     In the future, we expect to face increased competition from entities
providing similar services using other communications technologies, including
satellite-based telecommunications and wireless cable systems. While some of
these technologies and services are currently operational, others are being
developed or may be developed in the future.

     Many of our competitors have significantly greater financial and technical
resources and subscriber bases than we do. Some of our competitors also have
established infrastructures, marketing programs and brand names. In addition,
some of our competitors may be able to offer regional coverage in areas not
served by the Sprint PCS network, or, because of their calling volumes or
relationships with other wireless providers, may be able to offer regional
roaming rates that are lower than those we offer. Wireless personal
communications services operators will likely compete with us in providing some
or all of the services available through the Sprint PCS network and may provide
services that we do not. Additionally, we expect that existing cellular
providers will continue to upgrade their systems to provide digital wireless
communication services competitive with Sprint PCS. Recently, there has been a
trend in the wireless communications industry towards consolidation of wireless
service providers through joint ventures, mergers and acquisitions. We expect
this consolidation to lead to larger competitors over time. These larger
competitors may have substantial resources or may be able to offer a variety of
services to a large customer base.

         Over the past several years the FCC has auctioned and will continue to
auction large amounts of wireless spectrum that could be used to compete with
Sprint PCS services. Based upon increased competition, we anticipate that market
prices for two-way wireless services generally will decline in the future. We
will compete to attract and retain customers principally on the basis of:

     o   the strength of the Sprint and Sprint PCS brand names, services and
         features;

     o   nationwide network;

     o   our network coverage and reliability; and

     o   CDMA technology.

     Our ability to compete successfully will also depend, in part, on our
ability to anticipate and respond to various competitive factors affecting the
industry, including:

     o   new services and technologies that may be introduced;

     o   changes in consumer preferences;

     o   demographic trends;

     o   economic conditions; and

     o   discount pricing strategies by competitors.

INTELLECTUAL PROPERTY

     The Sprint diamond design logo is a service mark registered with the United
States Patent and Trademark Office. The service mark is owned by Sprint. We use
the Sprint and Sprint PCS brand names, the Sprint diamond design logo and other
service marks of Sprint in connection with marketing and providing wireless
services within our territories. Under the terms of the trademark and service
mark license agreements with Sprint and Sprint PCS, we do not pay a royalty fee
for the use of the Sprint and Sprint PCS brand names and Sprint service marks.

                                       43
<PAGE>

     Except in certain instances and other than in connection with the national
distribution agreements, Sprint PCS has agreed not to grant to any other person
a right or license to use the licensed marks in our territories. In all other
instances, Sprint PCS reserves the right to use the licensed marks in providing
its services within or without our territories.

     The trademark license agreements contain numerous restrictions with respect
to the use and modification of any of the licensed marks. See "Our Affiliation
Agreements with Sprint PCS-The Trademark and Service Mark License Agreements"
for more information on this topic.

EMPLOYEES

     As of March 31, 2001, we employed 870 employees. None of our employees are
represented by a labor union. We believe that our relations with our employees
are good.

PROPERTIES

     Our headquarters are located in Lubbock, Texas and we lease space in a
number of locations, primarily for our Sprint PCS stores, base stations, and
switching centers. As of March, 31 2001 we leased 71 retail stores and 10
switching centers. As of March, 31 2001 we leased 1,021 towers and owned 4
towers. We believe that our facilities are adequate for our current operations
and that additional leased space can be obtained if needed on commercially
reasonable terms.

ENVIRONMENTAL COMPLIANCE

     Our environmental compliance expenditures primarily result from the
operation of standby power generators for our telecommunications equipment and
compliance with various environmental rules during network build-out and
operations. The expenditures arise in connection with standards compliance or
permits which are usually related to generators, batteries or fuel storage. Our
environmental compliance expenditures have not been material to our financial
statements or to our operations and are not expected to be material in the
future.

LEGAL PROCEEDINGS

     We and our subsidiaries are not parties to any pending legal proceedings
that we believe would, if adversely determined, individually or in the
aggregate, have a material adverse effect on our, or our subsidiaries',
financial condition or results of operations.




                                       44
<PAGE>

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

     You should read the following discussion and analysis when you read the
consolidated financial statements and the related notes included in this
prospectus. The discussion contains forward-looking statements that involve
risks and uncertainties. Our actual results could differ materially from the
results anticipated in these forward-looking statements as a result of factors
including, but not limited to, those under "RISK FACTORS" and "FORWARD-LOOKING
STATEMENTS."

OVERVIEW

     Prior to January 1, 2000, we had very limited operations, very limited
revenues, significant losses, substantial future capital requirements and an
expectation of continued losses. As a result of significant operational results
reflected in the December 31, 2000 financial statements presented in this
document, beginning on page F-1, a comparison of these results to the same
period for 1999 may not be meaningful.

     Since our inception, we have incurred substantial costs to negotiate our
contracts with Sprint PCS and our debt financing, to raise funds in the public
market, to engineer our wireless system, to develop our business infrastructure
and distribution channels and to build-out our portion of the Sprint PCS
network. Prior to the opening of Laredo on June 22, 1999, we did not have any
markets in operation. As of December 31, 2000, our accumulated deficit was
$113.9 million. Through December 31, 2000, we incurred $244.1 million of capital
expenditures and construction in progress related to the build-out our portion
of the Sprint PCS network. While we anticipate operating losses to continue, we
expect revenue to continue to increase substantially as the base of Sprint PCS
subscribers located in our territories increases.

     On July 17, 1998, we entered into our affiliation agreements with Sprint
PCS. We subsequently amended our affiliation agreements with Sprint PCS to
expand our territories so that as of December 31, 2000 it included approximately
8.4 million residents.

     As a Sprint PCS affiliate, we have the exclusive right to provide wireless,
mobility communications network services under the Sprint and Sprint PCS brand
names in our territories. We are responsible for building, owning and managing
the portion of the Sprint PCS network located in our territories. We market
wireless products and services in our territories under the Sprint and Sprint
PCS brand names. We offer national plans designed by Sprint PCS and intend to
offer specialized local plans tailored to our market demographics. Our portion
of the Sprint PCS network is designed to offer a seamless connection with Sprint
PCS's 100% digital wireless network. We market wireless products and services
through a number of distribution outlets located in our territories, including
our own Sprint PCS stores, major national distributors and third party local
representatives.

     We recognize 100% of revenues from Sprint PCS subscribers based in our
territories, proceeds from the sales of handsets and accessories and fees from
Sprint PCS and other wireless service providers when their customers roam onto
our portion of the Sprint PCS network. Sprint PCS handles our billing and
collections and retains 8% of all collected revenue from Sprint PCS subscribers
based in our territories and fees from wireless service providers other than
Sprint PCS when their subscribers roam onto our portion of the Sprint PCS
network. We report the amount retained by Sprint PCS as an operating expense.

     As part of our affiliation agreements with Sprint PCS, we have the option
of contracting with Sprint PCS to provide back office services such as customer
activation, handset logistics, billing, customer service and network monitoring
services. We have elected to delegate the performance of these services to
Sprint PCS to take advantage of Sprint PCS's economies of scale, to accelerate
our build-out and market launches and to lower our initial capital requirements.
The cost for these services is primarily calculated on a per subscriber and per
transaction basis and is recorded as an operating expense.

                                       45
<PAGE>

     As of the end of the first quarter of 2001, we completed the acquisitions
of three Sprint PCS network partners. On February 14, 2001, we completed our
acquisition of Roberts Wireless Communications, L.L.C. ("Roberts") and
Washington Oregon Wireless, LLC ("WOW"). In connection with the Roberts and WOW
acquisitions, we entered into a new senior secured credit facility for up to
$280 million. On March 30, 2001, we completed our acquisition of Southwest PCS.
In connection with the Southwest acquisition we increased the senior secured
credit facility from $280 million to $333 million. Each of these transactions
was accounted for under the purchase method of accounting.

     Roberts' service area, which includes 2.5 million people, includes the
market areas surrounding Kansas City, the world headquarters of Sprint PCS, and
St. Louis, including the Interstate 70 corridor connecting the two cities. At
December 31, 2000, Roberts' network covered approximately 1.1 million people.
The merger consideration in the Roberts acquisition consisted of 13.5 million
common shares of Alamosa Holdings and approximately $4.0 million in cash.

     WOW's service area, which includes 1.5 million people, includes the market
areas of Ellenburg, Yakima and Kennewick, Washington and key travel corridors
within Washington and Oregon. At December 31, 2000, WOW's network covered
approximately 800,000 people. The merger consideration in the WOW acquisition
consisted of 6.05 million common shares of Alamosa Holdings and approximately
$12.5 million in cash.

     Southwest's service area, which includes 2.8 million people, includes the
market areas in Texas, Oklahoma and Arkansas, encompassing over 2,100 heavily
traveled highway miles. At December 31, 2000, Southwest had launched service in
18 markets covering approximately 1.5 million residents and had approximately
40,000 customers. The merger consideration in the Southwest acquisition
consisted of approximately 11.1 million common shares of Alamosa Holdings and
approximately $5 million in cash.

     On February 14, 2001, as part of the reorganization transaction in which we
acquired Roberts and WOW, Alamosa PCS Holdings, Inc. merged with a wholly owned
subsidiary of Alamosa Holdings and became a wholly owned subsidiary of Alamosa
Holdings, with Alamosa Holdings becoming our new public holding company. Each
share of Alamosa PCS Holdings common stock issued and outstanding immediately
prior to the merger was converted into the right to receive one share of Alamosa
Holdings common stock.

     We launched Sprint PCS service in our first market, Laredo, Texas, in June
1999, and have since commenced service in 20 additional markets through December
31, 2000. At December 31, 2000 our systems covered approximately 4.5 million
residents out of approximately 5.9 million total residents in those markets. The
number of residents covered by our systems does not represent the number of
Sprint PCS subscribers that we expect to be based in our territories. As of
December 31, 2000, 132,940 Sprint PCS subscribers were based in our territories.

     Additionally, pursuant to our services agreements with Roberts and WOW
prior to closing the mergers on February 14, 2001, we launched markets in
Springfield and Joplin, Missouri for Roberts and Kennewick, Yakima and Walla
Walla, Washington and Klamath Falls, Roseburg and Medford-Grants Pass, Oregon on
behalf of WOW. Roberts and WOW systems cover approximately 1.9 million residents
out of approximately 2.4 million total residents in those territories.

     Pursuant to our services agreements with Roberts and WOW prior to closing
the mergers, we were responsible for the operation of Jefferson City, Columbia
and St. Joseph, Missouri which were in operation when the services agreements
were signed.


                                       46
<PAGE>

RESULTS OF OPERATION

FOR THE YEAR ENDED DECEMBER 31, 2000 COMPARED TO THE YEAR ENDED DECEMBER 31,
1999

     NET LOSS. Our net loss for the year ended December 31, 2000 was $80,188,100
as compared to a net loss of $32,835,859 for the year ended December 31, 1999.
These losses were comprised of the continued incurrence of start-up expenses
relative to the preparation of markets for commercial launch and the operation
of markets launched during 1999 and 2000. We launched 11 markets during the year
ended December 31, 1999. For the year ended December 31, 2000, we launched 10
additional markets.

     SERVICE REVENUES. Service revenues are comprised of subscriber revenue,
Sprint PCS roaming revenue, non-Sprint PCS roaming revenue and long distance
revenue, all of which initially began accruing to us at or near our first
initial commercial launch in June 1999. Subscriber revenue consists of payments
received from Sprint PCS subscribers based in our territories for monthly Sprint
PCS service in our territories under a variety of service plans. These plans
generally reflect the terms of national plans offered by Sprint PCS and are
issued on a month-to-month basis. We receive Sprint PCS roaming revenue at a per
minute rate from Sprint PCS or another Sprint PCS affiliate when Sprint PCS
subscribers based outside of our territories use our portion of the Sprint PCS
network. Service revenues were $73,499,638 for the year ended December 31, 2000,
and $6,533,623 for the year ended December 31, 1999, due to limited operations
in 1999 and rapid growth in the subscriber base of newly launched markets.

     Non-Sprint PCS roaming revenue primarily consists of fees collected from
Sprint PCS customers based in our territories when they roam on non-Sprint PCS
networks. These fees are based on rates specified in the customers' contracts.
However, it is possible that in some cases these fees may be less than the
amount we must pay to other wireless service providers that provide service to
Sprint PCS customers based in our territories. Non-Sprint PCS roaming revenue
also includes payments from wireless service providers, other than Sprint PCS,
when those providers' customers roam on our portion of the Sprint PCS network.
Our average monthly revenue per user for Sprint PCS customers in our
territories, including long distance and roaming revenue, was approximately $96
for the period from June 26, 1999 to December 31, 1999 and was approximately $84
for the year ended December 31, 2000.

     PRODUCT SALES. 100% of the revenue from the sale of handsets and
accessories is recorded, net of an allowance for returns, as product sales. The
amount recorded for the year ended December 31, 2000 totaled $9,200,669 as
compared to $2,450,090 for the year ended December 31,1999. Sprint PCS's handset
return policy allows customers to return their handsets for a full refund within
30 days of purchase. When handsets are returned to us, we may be able to reissue
the handsets to customers at little additional cost to us. However, when
handsets are returned to Sprint PCS for refurbishing, we receive a credit from
Sprint PCS, which is less than the amount we originally paid for the handset.

     COST OF SERVICE AND OPERATIONS. Expenses totaling $55,429,985 for the year
ended December 31, 2000 and $8,699,903 for the year ended December 31, 1999
related to providing wireless services to customers and are included in cost of
services. Among these costs are the cost of operations, fees related to data
transfer via T-1 and other transport lines, inter-connection fees, Sprint PCS
roaming fees, non-Sprint PCS roaming fees and other expenses related to
operations. Also included is non-cash compensation expense related to our stock
plans of $836,296 and $1,259,427 for the years ended December 2000 and 1999,
respectively. We pay Sprint PCS roaming fees when Sprint PCS subscribers based
in our territories use the Sprint PCS network outside of our territories.
Pursuant to our affiliation agreements with Sprint PCS, Sprint PCS can change
this per minute rate. We pay non-Sprint PCS roaming fees to other wireless
service providers when Sprint PCS customers based in our territories use their
network.

     COST OF PRODUCTS SOLD. The cost of equipment sold totaled $20,524,427 for
the year ended December 31, 2000 as compared to $5,938,838 for the year ended
December 31, 1999. These amounts include the cost of accessories and the cost of
handsets sold through our retail stores including sales to local indirects. We
expect the cost of handsets to exceed the retail sales price because we
subsidize the price of handsets for competitive reasons.

                                       47
<PAGE>

The handset subsidy included in cost of products sold through our retail stores
totaled $10,961,708 for the year ended December 31, 2000 and $3,535,532 for the
year ended December 31, 1999.

     SELLING AND MARKETING. Selling and marketing expenses totaled $46,513,835
during 2000 and $10,810,946 for 1999. Selling and marketing expenses include
advertising expenses, promotion costs, sales commissions and expenses related to
our distribution channels and handset subsidy paid to Sprint PCS for customers
based in our territories that purchase handsets through Sprint PCS or its
national retailers. We incur handset subsidy expense, in addition to that
incurred through our retail stores, from other sales channels such as
E-commerce, telemarketing and Sprint PCS national retailers. The handset subsidy
incurred from sources other than our retail stores is included in selling and
marketing. The amount of handset subsidy included in Selling and Marketing
totaled $4,846,009 in 2000 and $1,487,898 in 1999.

     GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
include corporate costs and expenses other than those related to Cost of
Operations and Selling and Marketing. We have incurred significant general and
administrative expenses related to the development of our system. For the year
ended December 31, 2000, General and Administrative expenses totaled
$14,351,839. For the year ended December 31, 1999, these expenses totaled
$11,149,059 and are primarily related to the start-up of the business and were
expensed according to American Institute of Certified Public Accountants
Statement of Position 98-5, "Reporting on the Costs of Start-up Activities."
Also included in general and administrative expenses is non-cash compensation
expense related to Company's stock plans of $4,814,329 and $6,940,084 for the
years ended December 31, 2000 and 1999, respectively.

     RELATED PARTY EXPENSES. Related party expenses totaled $1,995,942 for the
year ended December 31, 2000 and $1,726,198 for the year ended December 31,
1999. These amounts were primarily comprised of information technology and other
professional consulting expenses incurred in connection with a contract between
us and a telecommunications engineering and consulting firm. Several key
officers and owners of these companies have an equity ownership interest in us.

     DEPRECIATION AND AMORTIZATION. Depreciation and amortization for the year
ended December 31, 2000 totaled $12,530,038 as compared to $3,056,923 for the
year ended December 31, 1999. Depreciation is calculated using the straight line
method over the useful life of the asset. We begin to depreciate the assets for
each market only after we open that market.

     INTEREST AND OTHER INCOME. Interest and other income totaling $14,483,431
for the year ended December 31, 2000 and $477,390 for the year ended December
31, 1999 generally have been generated from the investment of equity and loan
proceeds held in liquid accounts waiting to be deployed.

     INTEREST EXPENSE. Interest expense totaled $25,774,925 for the year ended
December 31, 2000 and $2,641,293 for the year ended December 31, 1999 and
primarily related to interest accretion on the senior discount notes during 2000
and financing via our credit facility during 1999.

FOR THE PERIOD JULY 16, 1998 (INCEPTION) THROUGH DECEMBER 31, 1998

     REVENUES, DIRECT COSTS AND NET LOSS. From inception through December 31,
1998, our operating activities were directed towards the development of our
business. During July 1998, we signed our affiliation agreements with Sprint PCS
to operate as the exclusive affiliate of Sprint PCS in our territories. Our
operating activities were focused on executing our build-out plan and developing
our network infrastructure. As our first market did not launch until June 1999,
the 1998 period reflects no service revenues, product sales or related costs
associated with services or products. Our net loss for the period was $923,822,
which was principally comprised of general and administrative expenses.

     GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
for the period in the amount of $956,331 were comprised primarily of legal and
other professional services of $704,381 related to the start up of

                                       48
<PAGE>

our business and the development of our systems. In addition, we incurred
$166,850 of human resource costs related to preparation for the 1999 launch of
our network. Virtually all general and administrative expenses during this
period related to the start-up of the business and were expensed according to
American Institute of Certified Public Accountants Statement of Position 98-5,
"Reporting on the Costs of Start-up Activities."

INCOME TAXES

     We account for income taxes in accordance with Statement of Financial
Accounting Standards No. 109 "Accounting for Income Taxes." The deferred tax
asset generated, primarily from temporary differences related to the treatment
of start-up costs, unearned compensation and from net operating loss carry
forwards, was offset by a full valuation allowance.

     Our financial statements for the periods ended December 31, 1999 and
December 31, 1998 did not report any effect for federal and state income taxes
since we had elected to be taxed as a partnership prior to our original Alamosa
reorganization. For the periods presented, the members of the limited liability
company recorded our tax losses on their own income tax returns. Subsequent to
the original Alamosa reorganization, we have accounted for income taxes in
accordance with Statement of Financial Accounting Standards No. 109, "Accounting
for Income Taxes." Had we applied the provisions of SFAS No. 109 for the period
from inception on July 16, 1998 through December 31, 1999, the deferred tax
asset generated, primarily from temporary differences related to the treatment
of start-up costs, unearned compensation and from net operating loss carry
forwards, would have been offset by a full valuation allowance.

LIQUIDITY AND CAPITAL RESOURCES

     Since inception, we have financed our operations through capital
contributions from our owners, through debt financing and through proceeds
generated from our initial offering. We entered into a credit agreement with
Nortel effective June 10, 1999, which was amended and restated on February 8,
2000. On June 23, 2000, Nortel assigned the entirety of its loans and
commitments to EDC, and Alamosa (Delaware) and EDC entered into the credit
facility with EDC.

     The EDC Credit Facility was reduced by $75.0 million from the issuance of
our senior discount notes, such that the EDC credit facility provides for
advancing term loan facilities in the aggregate principal amount of $175.0
million. The terms and conditions of the EDC credit facility were substantially
the same as the terms and conditions of the Nortel credit agreement before the
assignment and the amendments. As of December 31, 2000, approximately $54.5
million of the $175.0 million EDC credit facility had been drawn. This amount
was paid off with proceeds of the new senior secured credit facility.

     Pursuant to the equipment agreement with Nortel, we are required to
purchase a total of $167.0 million of equipment and services from Nortel. As of
December 31, 2000, we had remaining commitments of $23.1 million under the
Nortel equipment agreement. These purchases from Nortel were financed pursuant
to the EDC credit facility prior to the closing of the senior secured credit
facility, and, after the closing of the senior secured credit facility, have
been and will be pursuant to such facility.

     On February 4, 2000, we issued $350.0 million face amount of senior
discount notes. The senior discount notes mature in ten years (February 15,
2010), carry a coupon rate of 12 7/8%, and provide for interest deferral for the
first five years. The senior discount notes will accrete to their $350 million
face amount by February 8, 2005, after which interest will be paid in cash
semiannually.

     On January 31, 2001, we issued $250.0 million face amount of senior notes.
The senior notes mature in ten years (February 1, 2011), carry a coupon rate of
12 1/2%, payable semiannually on February 1 and August 1, beginning on August 1,
2001.

                                       49
<PAGE>
     On December 20, 2000, we announced that we had entered into a commitment
letter with Citicorp North America, Salomon Smith Barney, Toronto Dominion
(Texas), First Union National Bank and EDC providing for the senior secured
credit facility of up to $280.0 million to be made to one of our subsidiaries.
The senior secured credit facility was closed and initial funding of $150
million was made on February 14, 2001 in connection with the completion of the
Roberts and WOW mergers. A portion of the proceeds of the senior secured credit
facility was used (i) to pay the cash portion of the merger consideration for
the Roberts and WOW mergers, (ii) to refinance existing indebtedness under
Alamosa PCS's $175.0 million credit facility with EDC and under Roberts' and
WOW's existing credit facilities, and (iii) to pay transaction costs. The
remaining proceeds will be used for general corporate purposes, including
funding capital expenditures, subscriber acquisition and marketing costs,
purchase of spectrum and working capital needs. On March 30, 2001, in connection
with the Southwest merger, the senior secured credit facility was increased from
$280.0 million to $333.0 million. Proceeds from the senior secured credit
facility were used to pay-off Southwest's existing debt of approximately $82.0
million.

     The senior secured credit facility consists of:

     o   A 7-year senior secured 12 month delayed draw term loan facility in an
         aggregate principal amount of up to $293.0 million; and

     o   A 7 year senior secured revolving credit facility in an aggregate
         principal amount of up to $40.0 million, part of which will be
         available in the form of letters of credit.

     Net cash used in operating activities was $29,218,164 for the year ended
December 31, 2000 and $17,089,704 for the year ended December 31, 1999. Cash
used in operating activities for the periods was attributable to operating
losses and working capital needs.

     Net cash used in investing activities was $188,162,258 for the year ended
December 31, 2000, and $77,219,021 for the year ended December 31, 1999. The
expenditures were related primarily to the purchase of network infrastructure
needed to construct our portion of the Sprint PCS network, office equipment and
telephone equipment.

     Net cash provided by financing activities was $353,492,878 for the year
ended December 31, 2000 consisting primarily of net proceeds from our initial
public offering of approximately $195 million and net proceeds from our issuance
of senior discount notes of approximately $181 million. Net cash provided by
financing activities totaled $86,435,359 for the year ended December 31, 1999
consisting primarily of capital contributions of $22,000,000 and Nortel draws of
$65,967,777.

     As of March 30, 2001, our primary sources of liquidity were approximately
$203.0 million in cash, $33.9 million in short term investments and $130.0
million of unused capacity under the $333.0 million senior secured credit
facility.

     We estimate that we will require approximately $161.2 million to complete
the current build-out plan and fund working capital losses through the year
2001. The actual funds required to build-out our portion of the Sprint PCS
network and to fund operating losses and working capital needs may vary
materially from this estimate, and additional funds could be required.

     We include capital leases related to network equipment and build-out in
construction in progress until service has commenced in their respective
markets. Once that service has commenced, those capital leases are reclassified
to property and equipment. At December 31, 2000, capital leases totaled
$1,074,392 and included long-term capital lease obligations of $1,038,614. At
December 31, 1999 the capital leases totaled $848,842 and included long-term
capital lease obligations of $827,024. Amortization in the amount of $21,818 was
recorded under these leases for the year ended December 31, 2000 and $30,894 for
the year ended December 31, 1999.
                                       50
<PAGE>

DEBT COVENANT

     As of March 31, 2001, we did not meet the maximum negative EBITDA covenant
under our senior secured credit facility. During the quarter ended March 31,
2001, we reported an EBITDA loss of $16.7 million which exceeded the maximum
negative EBITDA covenant by $7.0 million.

     Differences in first quarter 2001 actual results versus projections on
which the covenants were based are primarily attributable to negative variances
from (i) higher than projected selling and marketing expenses, somewhat due to
greater than expected subscriber growth, (ii) actual outbound roaming minutes
used by our customers exceeding projections which resulted in higher costs, and
(iii) general and administrative costs in excess of projections, all partially
offset by favorable variances in revenues due to (a) higher actual ARPU than
projected, (b) more actual subscribers than projected and (c) actual inbound
roaming minutes on our network exceeding projections resulting in additional
revenue, albeit much less than the increased roaming expenses mentioned above.

     On May 8, 2001, we obtained a waiver of any default or event of default
arising from the failure to comply with the covenant for the fiscal quarter
ended March 31, 2001 from the lending institutions under the senior secured
credit facility. We believe that the maximum negative EBITDA covenant will be
met in periods subsequent to March 31, 2001.


INFLATION

     Management believes that inflation has not had, and is not likely to have,
a material adverse effect on our results of operations.

EFFECT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     In March 2000, the Financial Accounting Standards Board ("FASB") issued
Interpretation No. 44 ("FIN 44"), "Accounting for Certain Transactions Involving
Stock Compensation-An Interpretation of APB 25." This Interpretation clarifies
(i) the definition of employee for purposes of applying Opinion 25, (ii) the
criteria for determining whether a plan qualifies as a noncompensatory plan,
(iii) the accounting consequence of various modifications to the terms of a
previously fixed stock option or award, and (iv) the accounting for an exchange
of stock compensation awards in a business combination. FIN 44 is effective July
1, 2000; however, certain conclusions in the Interpretation cover specific
events that occur after either December 15, 1998, or January 12, 2000. To the
extent that this Interpretation covers events occurring during the period after
December 15, 1998, or January 12, 2000, but before the effective date of July 1,
2000, the effects of applying this Interpretation will be recognized on a
prospective basis from July 1, 2000. The implementation of FIN 44 did not have a
material effect on our financial position, results of operations or cash flows.

     In June 1998 and June 1999, the Financial Accounting Standards Board
("FASB"), issued SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities" and SFAS No. 137, "Accounting for Derivative Instruments and
Hedging Activities-Deferral of the Effective Date of FASB Statement No. 133."
These statements require companies to record derivatives on the balance sheet as
assets or liabilities, measured at fair value. Gains or losses resulting from
changes in the values of those derivatives would be accounted for depending on
the use of the derivative and whether it qualifies for hedging accounting. SFAS
No. 133 will be effective for our fiscal year ending December 31, 2001.
Management believes that the adoption of these statements will not have a
significant impact on our financial results.

     In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial
Statements." SAB 101 summarizes certain of the staff's interpretations in
applying generally accepted accounting principles to revenue recognition. The
provisions of SAB 101 were required to be adopted during our quarter ending
December 31, 2000 effective as of January 1, 2000. Pursuant to SAB 101, we began
deferring customer activation fee revenue and an equal amount of customer
acquisition related expenses in October 2000 when we began charging these fees.
These deferred amounts are amortized over a three-year period, which
approximates the average life of a customer. For the year ended December 31,
2000, we had deferred $1,180,413 of activation fee revenue and acquisition
related expenses and had amortized $77,012. At December 31, 2000, $735,593 of
the remaining deferral was classified as long-term.

     We do not believe that any recently issued accounting pronouncements will
have any material impact on our financial position, results of operations or
cash flows.

CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE

     None

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

     We do not engage in commodity futures trading activities and do not enter
into derivative financial instrument transactions for trading or other
speculative purposes. We also do not engage in transactions in foreign
currencies that could expose us to market risk.

     We are subject to some interest rate risk on our financing from EDC and any
future floating rate financing.


                                       51
<PAGE>

     The following table presents the estimated future outstanding long-term
debt at the end of each year and future required annual principal payments for
each year then ended associated with the senior discount notes, capital leases
and the credit facility financing based on our projected level of long-term
indebtedness:

<TABLE>
<CAPTION>
                                                            YEARS ENDING DECEMBER 31,
                                                            -------------------------
                                         2001        2002        2003        2004        2005       THEREAFTER
                                         ----        ----        ----        ----        ----       ----------
                                                                 (DOLLARS IN MILLIONS)
<S>                                    <C>         <C>         <C>          <C>         <C>          <C>
Fixed Rate Instruments:
  Senior discount notes                $    237    $    269    $    305     $   345     $    350     $   350
    Fixed interest rate                  12.875%     12.875%     12.875%     12.875%      12.875%     12.875%
    Principal payments                     --          --          --           --          --      $   350
  Capital Leases -- Annual Minimum:
    Lease Payments (1)                 $   .148    $   .149    $   .150     $   .160    $   .161     $   1.18
    Average Interest Rate                 10.00%      10.00%      10.00%       10.00%      10.00%       10.00%
Variable Rate Instruments:
  Senior Secured Credit Facility (2)   $    254    $    280    $    280     $   248     $    185     $    --
  Average Interest Rate (3)               10.00%      10.00%      10.00%       10.00%       10.00%      10.00%
   Principal payments                  $   --      $    --     $    --      $    32     $    63      $   186
</TABLE>


(1)  These amounts represent the estimated minimum annual payments due under our
     estimated capital lease obligations for the periods presented.

(2)  The amounts represent estimated year-end balances under the senior secured
     credit facility based on a projection of the funds borrowed under that
     facility pursuant to our current plan of network build-out.

(3)  Interest rate under the Nortel financing equals, at our option, either the
     London Interbank Offered Rate (LIBOR) + 3.75%, or the prime or base rate of
     Citibank, N.A. plus 2.75%. LIBOR is assumed to equal 6.0% for all periods
     presented.

Our primary market risk exposure relates to:

     o   the interest rate risk on long-term and short-term borrowings;

     o   our ability to refinance our senior discount notes at maturity at
         market rates; and

     o   the impact of interest rate movements on our ability to meet interest
         expense requirements and meet financial covenants.

     The senior discount notes have a carrying value of $209 million and a fair
value which approximates $215 million.

     As a condition to the EDC credit facility, we had to maintain one or more
interest rate protection agreements in an amount equal to 50% of the total debt
under the financing. We do not hold or issue financial or derivative financial
instruments for trading or speculative purposes. While we cannot predict our
ability to refinance existing debt or the impact that interest rate movements
will have on our existing debt, we continue to evaluate our financial position
on an ongoing basis.


                                       52
<PAGE>

                                   MANAGEMENT

BOARD OF DIRECTORS

     The following table presents information with respect to our current
directors:


            NAME                                                   AGE
            ----                                                   ---

            David E. Sharbutt ................................     51
            Michael R. Budagher ..............................     42
            Ray M. Clapp, Jr. ................................     41
            Scotty Hart ......................................     50
            Thomas Hyde ......................................     56
            Schuyler B. Marshall .............................     55
            Tom M. Phelps ....................................     52
            Thomas F. Riley, Jr. .............................     55
            Steven C. Roberts ................................     49
            Michael V. Roberts ...............................     52
            Jimmy R. White ...................................     61



     Set forth below is a brief description of the present and past business
experience of each of our directors:

     DAVID E. SHARBUTT. Mr. Sharbutt has been Chairman and a director since we
were founded in July 1998 and was named Chief Executive Officer in October 1999.
Mr. Sharbutt was formerly the President and Chief Executive Officer of Hicks &
Ragland Engineering Co., an engineering consulting company, now known as CHR
Solutions. Mr. Sharbutt was employed by CHR Solutions as a Senior Consultant
from October 1999 until November 2000. He was employed by CHR Solutions from
1977 through 1999, where he worked with independent telephone companies in
developing strategic, engineering and implementation plans for various types of
telecommunications services. Before he joined CHR Solutions, Mr. Sharbutt was
employed with Southwestern Bell.

     MICHAEL R. BUDAGHER. Mr. Budagher has served as a director of Alamosa
(Delaware) since December 1998. Mr. Budagher was the founder of Specialty
Constructors, a wholly owned subsidiary of Specialty Teleconstructors, Inc., a
wireless infrastructure installation company. He served as the President,
Chairman of the Board, Chief Executive Officer and Chief Operating Officer of
Specialty from 1990 to 1999. Mr. Budagher is also a founder, stockholder and the
President of Specialty Antenna Site Resources, Inc. and was a founder and served
as the President of Specialty Constructors Coatings, Inc. until March 1997. He
also serves as the Managing Member and President of the Budagher Family LLC as
well as a Manager of West Texas PCS, LLC, both non-public limited liability
companies.

     RAY M. CLAPP, JR. Mr. Clapp has served as a director since we were founded
in July 1998. Since 1995, Mr. Clapp has been Managing Director, Acquisitions and
Investments for the Rosewood Corporation, the primary holding company for the
Caroline Hunt Trust Estate. From 1989 to 1995 he has held various officer level
positions with the Rosewood Corporation and its subsidiaries. Prior to his
employment with the Rosewood Corporation, Mr. Clapp was a consultant with Booz,
Allen & Hamilton, a management consulting firm. Mr. Clapp received his Bachelor
of Science and Engineering degree, with honors, from Princeton University and
earned a Master of Business Administration from the University of Texas at
Austin.

     SCOTTY HART. Mr. Hart has served as a director since we were founded in
July 1998. He has also served as General Manager of South Plains Telephone
Cooperative, a wireline and wireless telecommunications company, since April
1995, and previously as Assistant Manager of South Plains Telephone Cooperative.
Mr. Hart is currently Vice President of SPPL, Inc., Chairman of the General
Partners Committee for Caprock Cellular Limited Partnership and past Chairman
for Texas RSA3 Limited Partnership, all affiliates of South Plains Telephone
Cooperative. He is also General Manager of South Plains Advanced Communications
& Electronics, Inc., a wholly-owned subsidiary of South Plains Telephone
Cooperative, and Secretary of Alamo Cellular, Inc., a non-public holding company
with interests in a wireless telecommunications service provider and an
affiliate of South Plains Advanced Communications & Electronics, Inc. In
addition, he is the general partner and a limited partner of Lubbock HLH, Ltd.
He was President of Alamo IV LLC until its dissolution in November 1999.

                                       53
<PAGE>

     THOMAS HYDE. Mr. Hyde has served as a director since we were founded in
July 1998. Since 1998, Mr. Hyde has served as Manager of Taylor Telephone
Cooperative, Inc., a landline telephone service provider, and from 1996 to 1997
he served as Assistant Manager of that company. He has also served as Manager of
Taylor Telecommunications, Inc., a cellular service provider. Prior to 1996, Mr.
Hyde was self-employed in the farming and ranching business. Mr. Hyde was also
Secretary of Alamo IV LLC until its dissolution in November 1999. Mr. Hyde
currently serves as a director of Alamo Cellular, Inc., and was a director of
Taylor Telephone Cooperative, Inc. and Taylor Telecommunications, Inc. from 1979
to 1996.

     SCHUYLER B. MARSHALL. Mr. Marshall has served as a director of Alamosa
(Delaware) since November 1999. He has served as President of the Rosewood
Corporation, the primary holding company for the Caroline Hunt Trust Estate,
since January 1999. From 1996 through 1998, he served as Senior Vice President
and General Counsel, and Executive Director of the Rosewood Corporation, and as
director and president of various of its subsidiaries. He currently serves as a
member of the advisory board of Rosewood Capital IV, L.P., a San Francisco based
venture capital fund that will focus on e-commerce, telecommunications and other
consumer oriented investments. Prior to his employment with the Rosewood
Corporation, Mr. Marshall was a senior shareholder with Thompson & Knight, P.C.,
in Dallas, where he practiced law since 1970.

     TOM M. PHELPS. Mr. Phelps has served as a director of Alamosa since
December 1998. Mr. Phelps has served as Chief Executive Officer of Nebraska
Wireless since October 2000. From September 1997 to October 2000 he served as
Executive Vice President and General Manager of ENMR Telephone Cooperative, a
telecommunications services provider, and of Telecommunications Holdings East,
since September 1997. From September 1997 to October 2000 Mr. Phelps was also
Executive Vice President of Plateau Telecommunications, Inc., a wireless and
wireline telecommunications provider and wholly owned subsidiary of
Telecommunications Holdings East. Additionally, Mr. Phelps served as Assistant
Manager of ENMR Telephone Cooperative and its wholly owned subsidiaries from
1995 to 1997, and as Area Manager of GTE Corporation, a telephone service
provider, from 1994 to 1995. He is currently a director of Rocky Mountain
Telecommunications Association, a non-public company.

     THOMAS F. RILEY, JR. Mr. Riley, a licensed CPA, has served as a director of
Alamosa since his appointment to the Board of Directors on April 27, 2001. Mr.
Riley has served as Executive Vice President and Chief Operating Officer of
Chickasaw Holding Co. since January 1997. From July 1999 to March 2001, Mr.
Riley served as President and Chief Executive Officer of Southwest PCS Holdings,
Inc. Before he joined Chickasaw, Mr. Riley was associated with Dobson
Communications Corp. from 1970 through 1996, first as external auditor and
consultant, then Chief Financial Officer from 1986 through 1995 and then as
President of Dobson Telephone Co. in 1996.

     MICHAEL V. ROBERTS. Mr. Roberts has served as a director of Alamosa since
his appointment to the Board of Directors on April 27, 2001. Mr. Roberts is
co-founder of Roberts Broadcasting Company which owns several television
stations in medium-sized markets in the U.S. and has served as that company's
Chairman and Chief Executive Officer since its founding in 1989. Mr. Roberts is
also the founder of companies involved in commercial real estate development,
construction management, corporate management consulting and communications
towers. He is currently a director of ACME Communications, Inc., which owns and
operates broadcast television stations.

     STEVEN C. ROBERTS. Mr. Roberts has served as a director of Alamosa
since his appointment to the Board of Directors on April 27, 2001. Mr. Roberts
is co-founder of Roberts Broadcasting Company and has served as that company's
President and Chief Operating Officer since its founding. Mr. Roberts is the
founder of companies involved in commercial real estate development and
communications towers. He is currently a director of Southside Bancshares Corp.
and Falcon Products Inc.


     JIMMY R. WHITE. Mr. White has served as a director since we were founded in
July 1998. He has served as the General Manager of XIT Rural Telephone
Cooperative, Inc. and its subsidiaries, XIT Telecommunication & Technology,
Inc., XIT Cellular, and XIT Fiber, Inc., all wireline and wireless
telecommunications services providers, since 1975. He was also the Treasurer of
Alamo IV LLC until its dissolution in November 1999. Mr. White currently serves
as the President of Alamo Cellular, Inc. He also currently serves as a director
of Texas Telephone Association, a non-public company, and Forte of Colorado, a
general partnership.

     All our current directors are also members of the board of directors of
Alamosa Holdings. Messrs. Michael V. Roberts and Steven C. Roberts are brothers.
There is no family relationship among any other directors or executive officers
of Alamosa.

EXECUTIVE OFFICERS

     The following table sets forth certain information concerning the persons
who serve as our executive officers. Our executive officers are elected annually
by the Board of Directors and serve until their successors are duly elected and
qualified.
<PAGE>

<TABLE>
<CAPTION>

NAME                                AGE      TITLE
----                                ---      -----
<S>                                <C>       <C>
David E. Sharbutt                     51     Chairman of the Board of Directors and Chief Executive
                                             Officer
Kendall W. Cowan                      47     Chief Financial Officer and Secretary
Loyd I. Rinehart                      46     Senior Vice President of Corporate Finance
Anthony Sabatino                      38     Chief Technology Officer and Senior Vice President of
                                             Engineering and Network Operations
</TABLE>

     Set forth below is a brief description of the present and past business
experience of each of our executive officers who is not also serving as a
director.


                                       54
<PAGE>

     KENDALL W. COWAN. Mr. Cowan has been Chief Financial Officer of Alamosa
(Delaware) since December 1999. From October 1993 to December 1999, he was a
partner in the public accounting firm of Robinson Burdette Martin & Cowan,
L.L.P. and from January 1986 to September 1993, he was a partner in the Lubbock
and Dallas offices of Coopers & Lybrand. He provided consulting and accounting
services to a wide range of clients at both firms including public companies. He
is a Certified Public Accountant and a member of both the American Institute of
Certified Public Accountants and the Texas Society of Certified Public
Accountants. Mr. Cowan is Chairman of the Board and a stockholder of ShaCo
Xpress, Inc., a director of Robert Heath Trucking, Inc., and a member of C.C. &
Co., L.L.C., all of which are non-public companies.

     LOYD I. RINEHART. Mr. Rinehart became the Senior Vice President of
Corporate Finance of Alamosa (Delaware) in June 2000. From June 1998 to June
2000, Mr. Rinehart served as Chief Financial Officer of Affordable Residential
Communities, the fourth largest owner of manufactured housing land-lease
communities and one of the top three largest independent retailers of
manufactured homes. From June 1995 to June 1998, Mr. Rinehart served as
Executive Vice President of Plains Capital Corporation, a bank holding company
based in Lubbock, Texas. He was responsible for all non-Lubbock banking
operations, including due diligence, modeling, the purchase or the establishment
of additional locations and ultimately management. Prior to his employment with
Plains Capital Corporation, Mr. Rinehart served as Chief Financial Officer of
First Nationwide, a $15 billion thrift, and its predecessor financial
institutions. Mr. Rinehart is a Certified Public Accountant.

     ANTHONY SABATINO. Mr. Sabatino became the Chief Technology Officer and
Senior Vice President of Engineering and Network Operations of Alamosa
(Delaware) in July 2000. From 1995 to July 2000, he was the National Radio
Frequency (RF) Engineering Director for Sprint PCS and was an initial member of
the SPCS corporate launch team. Mr. Sabatino developed all SPCS National RF
Engineering Standards. He also acted as design lead for a SPCS new RF
Interference Analysis Tool. Mr. Sabatino is a director and President of the PCIA
Cost Sharing Clearinghouse and a member of the University of Kansas Advisory
Committee representing electrical engineering.

EXECUTIVE COMPENSATION

     The following table sets forth the compensation received by our Chief
Executive Officer and our other executive officers who were serving in such
capacities on December 31, 2000 with respect to our 2000 fiscal year. Such
executive officers are referred to herein collectively as the "named executive
officers."

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                       ANNUAL COMPENSATION                    LONG-TERM COMPENSATION

                                                                                 SECURITIES
        NAME AND PRINCIPAL                                                       UNDERLYING          ALL OTHER
             POSITION                  YEAR         SALARY         BONUS          OPTIONS          COMPENSATION(1)

<S>                                    <C>           <C>            <C>           <C>                <C>
David E. Sharbutt                      2000          $204,166       $146,024                                $20,434
Chief Executive Officer                1999           $43,750        $43,750        1,697,500

Kendall W. Cowan                       2000          $162,500       $100,163                                $19,889
Chief Financial Officer                1999           $12,500        $12,500        1,455,000

Loyd I. Rinehart                       2000           $87,500        $23,908          100,000
Senior Vice President of
Corporate Finance

W. Don Stull                           2000           $66,987        $25,663           48,501              $111,462
Former Chief Technology                1999           $90,000        $58,875          145,500
Officer(2)                             1998           $16,108             $0            -----

--------------------------------------------------------------------------------------------------------------------------



                                       55
<PAGE>

Jerry W. Brantley                      2000          $175,000        $75,942                                $29,075
Former President and Chief             1999          $175,000       $142,309        1,697,500
Operating Officer(3)                   1998           $43,077        $25,823            -----
</TABLE>



--------------

(1)  The amounts reflected in the All Other Compensation column represent the
     following payments and benefits: Mr. Sharbutt - $11,223 for company-paid
     life insurance premiums and $9,211 for company contributions to our 401(k)
     plan; Mr. Cowan - $12,163 for company-paid life insurance and $7,726 for
     company contributions to our 401(k) plan; Mr. Stull - $100,000 for
     severance payments and $11,462 payment in lieu of annual bonus; Mr.
     Brantley - $29,075 for company-paid life insurance premiums.

(2)  Mr. Stull served as our Chief Technology Officer from October 1998 until
     his resignation on September 2000.

(3)  Mr. Brantley served as our President and Chief Operating Officer from
     October 1998 to January 2001.

STOCK OPTION GRANTS IN LAST FISCAL YEAR

     References in this section to "shares" and "common stock" refer to shares
of common stock of Alamosa Holdings, our parent holding company whose shares of
common stock are quoted on the Nasdaq National Market System under the symbol
"APCS".

     The table below provides information regarding stock options granted to the
named executive officers in fiscal year 2000 and hypothetical gains for the
options through the end of their respective ten year terms. In accordance with
applicable requirements of the SEC, we have assumed annualized growth rates of
the market price of the common stock over the exercise price of the option of 5%
and 10%, running from the date the option was granted to the end of the option
term. Actual gains, if any, depend on the future performance of the common stock
and overall conditions and the information in this table should not be construed
as an estimate of future stock price growth. We did not grant any stock
appreciation rights in fiscal year 2000.

<TABLE>
<CAPTION>
                                                                                                 POTENTIAL
                                            % OF TOTAL                                          REALIZABLE
                                             OPTIONS                                         VALUE AT ASSUMED
                            NUMBER OF       GRANTED TO      EXERCISE                          ANNUAL RATE OF
                            SECURITIES      EMPLOYEES        PRICE                              STOCK PRICE
                            UNDERLYING          IN         (PER          EXPIRATION            APPRECIATION
          NAME               OPTIONS       FISCAL YEAR       SHARE)         DATE              FOR OPTION TERM
--------------------    --------------  ---------------  -------------  -----------   --------------------------------
<S>                         <C>                <C>         <C>           <C>             <C>           <C>
                                                                                           5%($)          10%($)
Loyd I. Rinehart            100,000 (1)           4.69%       $12.375        6/12/10       $778,257      $1,972,256

</TABLE>

--------------

(1)  Options become exercisable with respect to one-third of the shares subject
     thereto on June 19 of 2001, 2002 and 2003. All options become fully vested
     and exercisable upon a change in control of Alamosa Holdings.


                                       56
<PAGE>

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

     The following table provides summary information regarding option exercises
in 2000 by the named executive officers and the value of such officers'
unexercised options at December 31, 2000.

<TABLE>
<CAPTION>
                                                                   NUMBER OF SECURITIES
                                                                  UNDERLYING UNEXERCISED            VALUE OF UNEXERCISED
                                SHARES                              OPTIONS AT FISCAL               IN-THE-MONEY OPTIONS
                               ACQUIRED           VALUE                  YEAR-END(#)                  AT FISCAL YEAR-END
NAME                        ON EXERCISE(#) (1)    REALIZED ($)    (EXERCISABLE/UNEXERCISABLE)   (EXERCISABLE/UNEXERCISABLE)(2)
----                        ------------------    ------------    ---------------------------   ------------------------------
<S>                               <C>           <C>                 <C>                                 <C>
David E. Sharbutt                   242,500       3,843,625           485,000 / 970,000                      0 / 0

Kendall W. Cowan                          0              --          291,000 / 1,164,000                     0 / 0

Loyd I. Rinehart                          0              --              0 / 100,000                         0 / 0

Jerry W. Brantley                   242,500       3,843,625          363,750 / 1,091,250                $1,403,469 / 0

W. Don Stull                              0              --              105,499 / 0                     $731,899 / 0
</TABLE>

--------------

(1)  Refers to shares of Alamosa (Delaware) if option was exercised on or prior
     to December 14, 2000 (during which time Alamosa (Delaware) was the public
     holding company), and shares of Alamosa PCS Holdings if option was
     exercised on or after December 15, 2000 (during which time Alamosa PCS
     Holdings was the public holding company).

(2)  The values in this column are based upon the closing price of the common
     stock of Alamosa PCS Holdings on December 29, 2000 of $6.9375 per share.

EMPLOYMENT AGREEMENTS

     DAVID E. SHARBUTT. We are a party to an employment agreement with David E.
Sharbutt, effective October 1, 1999. This employment agreement has a three-year
term and provides that Mr. Sharbutt receive a minimum base salary of $175,000,
payable no less often than semi-monthly, subject to increases at our discretion.
Mr. Sharbutt is entitled to receive a bonus of up to $43,750 for each calendar
quarter in which we meet certain corporate milestones. In addition, the
employment agreement also provides for Mr. Sharbutt to be granted a total of
1,697,500 stock options, with one-third of the options vesting on each September
30th during the employment term. Mr. Sharbutt is also entitled to $5,000,000 in
term life insurance coverage, reimbursement for reasonable business expenses,
$1,250 per month as a vehicle and club dues allowance, reimbursement for vehicle
business mileage at the standard rate set by the Internal Revenue Service, and
such incentive, retirement, profit-sharing, life, medical, disability and other
benefit plans as may be available to our other executives with comparable
responsibilities, subject to the terms of those programs.

     If we terminate Mr. Sharbutt's employment other than for cause or
non-performance, as defined in the employment agreement, we would be required to
pay him severance pay equal to one year's base salary and all stock options
granted to him under the agreement would become vested and exercisable. If Mr.
Sharbutt should terminate his employment agreement for cause, as defined in the
employment agreement, he will be entitled to severance pay equal to the lesser
of one year's base salary and the unpaid balance of his salary that would have
been payable to him through September 30, 2002 and he will be entitled to a
vesting of the portion of his options that would have become vested on the first
September 30th following the date of his termination. If Mr. Sharbutt is
terminated by us within

                                       57
<PAGE>

one year after a change in control (as defined in the agreement) for any reason
other than cause, he will be entitled to severance pay equal to the unpaid
balance of the base salary which would have been payable to him through
September 30, 2002 and all stock options granted to him under the agreement will
become vested and exercisable.

     Pursuant to the employment agreement, Mr. Sharbutt has agreed not to
compete with us during his employment and not to compete with us within a
defined area for a period of two years following termination of his employment
(subject to certain exceptions). Further, Mr. Sharbutt has agreed not to
disclose any of our confidential information at any time during or subsequent to
his employment with us without our written consent.

     KENDALL W. COWAN. We are a party to an employment agreement with Kendall W.
Cowan, effective December 1, 1999. This employment agreement has a five-year
term and provides that Mr. Cowan receive a minimum base salary of $150,000,
subject to increases at our discretion. In addition, the employment agreement
provides for Mr. Cowan to be granted a total of 1,455,000 stock options, with
one-fifth of the options vesting on each November 30th during the employment
term. Mr. Cowan is entitled to receive a bonus of up to $37,500 for each
calendar quarter in which we meet certain corporate milestones. Mr. Cowan is
also entitled to reimbursement for reasonable business expenses, a $600 per
month vehicle allowance, reimbursement for vehicle business mileage at the
standard mileage rate set by the Internal Revenue Service, and such incentive,
retirement, profit-sharing, life, medical, disability and other benefit plans as
may be available to our other executives with comparable responsibilities,
subject to the terms of those programs. Pursuant to the employment agreement, we
will pay the costs of all continuing professional education courses required for
Mr. Cowan to maintain his certified public accountant license, as well as all
professional dues and licenses attributable to his certified public accountant
license.

     If we terminate Mr. Cowan's employment for other than cause or
non-performance, as defined in the employment agreement, we would be required to
pay him severance pay equal to one year's base salary and all stock options
granted to him under the agreement will become vested and exercisable. If Mr.
Cowan should terminate his employment for cause, as defined in the employment
agreement, he will be entitled to severance pay equal to the lesser of one
year's base salary and the unpaid balance of his salary which would be payable
to him through November 30, 2004 and he will be entitled to a pro rata vesting
of the options that would otherwise have become vested on the first November
30th following the date of his termination.

     Mr. Cowan has agreed, pursuant to the employment agreement, not to compete
with us during his employment and for a period of two years following
termination of his employment (subject to certain exceptions). Further, Mr.
Cowan has agreed not to disclose any of our confidential information at any time
during or subsequent to his employment with us without our written consent.

     LOYD I. RINEHART. We are a party to an employment agreement with Loyd I.
Rinehart effective June 1, 2000. This employment agreement has a five-year term
and provides that Mr. Rinehart receive a minimum base salary of $150,000,
payable no less often than semi-monthly, subject to increases at our discretion.
Mr. Rinehart is entitled to receive bonuses of up to (i) $25,000 for each
calendar quarter in which we meet certain corporate milestones and (ii) $200,000
based on the acquisitions of POPs (not including POPs assigned by Sprint) in any
calendar year, reduced by bonuses paid under (i) above. The maximum bonus Mr.
Rinehart can receive in one calendar year will be the greater of (i) or (ii)
above. Mr. Rinehart is also entitled to reimbursement for reasonable business
expenses, relocation from Denver, Colorado to Lubbock, Texas, a $600 per month
vehicle allowance, reimbursement for vehicle business mileage at the standard
mileage rate set by the Internal Revenue Service, and incentive, retirement,
profit-sharing, life, medical, disability and other benefit plans as may be
available to our other executives with comparable responsibilities, subject to
the terms of those programs. Pursuant to the employment agreement, we will pay
the costs of all continuing professional education courses required for Mr.
Rinehart to maintain his certified public accountant license, as well as all
professional dues and licenses attributable to his certified public accountant
license.

     If we terminate Mr. Rinehart's employment for other than cause or
non-performance, both as defined in the employment agreement, we would be
required to pay him severance pay equal to one year's base salary. If Mr.
Rinehart should terminate his employment for cause, as defined in the employment
agreement, he will be entitled to

                                       58
<PAGE>

severance pay equal to the lesser of one year's base salary and the unpaid
balance of his salary which would be payable to him through May 31, 2005. Mr.
Rinehart has agreed, pursuant to the employment agreement, not to compete with
us during his employment and for a period of two years following termination of
his employment (subject to certain exceptions detailed in his employment
agreement). Further, Mr. Rinehart has agreed not to disclose any of our
confidential information at any time during or subsequent to his employment with
us without our written consent.

     JERRY W. BRANTLEY. Prior to Mr. Brantley leaving Alamosa (Delaware), we
were a party to an amended and restated employment agreement with him, effective
October 1, 1999.

     On January 23, 2001, we announced that Mr. Brantley left Alamosa (Delaware)
and is pursuing other interests.

     W. DON STULL. Before his departure from Alamosa (Delaware), we were a party
to an amended and restated employment agreement with W. Don Stull, effective
October 29, 1999. Mr. Stull left Alamosa (Delaware) on September 20, 2000. In
connection with the termination of his employment, Mr. Stull entered into a
separation and release agreement with us. In addition to the payment described
under the "All Other Compensation" column in the summary compensation table,
vesting was accelerated with respect to an aggregate of 57,001 of Mr. Stull's
options pursuant to the separation agreement.

COMPENSATION OF DIRECTORS

     We do not pay any cash fees or other compensation to our directors. Each of
our directors also serves on the Board of Directors of Alamosa Holdings.
Pursuant to the Alamosa Holdings long-term incentive plan, each non-employee
director of Alamosa Holdings is granted an initial option to purchase 28,000
shares of Alamosa Holdings common stock on the date he or she joins the Board of
Directors of Alamosa Holdings. All initial options will expire on the tenth
anniversary of the date of grant. In addition to the initial option, each
independent director will receive an annual grant pursuant to the long-term
incentive plan of an option to purchase that number of shares of common stock of
Alamosa Holdings equal to $60,000 divided by the fair market value of common
stock on the date of grant. The annual option will be granted on the date of the
first full meeting of the Board of Directors following the end of each fiscal
year. The annual option will immediately vest on the date of grant and will
expire on the tenth anniversary of the date of grant. The exercise price of
options granted to independent directors equal to the fair market value of the
common stock of Alamosa Holdings on the date of grant. All of our directors are
entitled to reimbursement of their reasonable out-of-pocket expenses in
connection with their travel to, and attendance at, meetings of the Board of
Directors or committees thereof.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     During fiscal year 2000, the Compensation Committee consisted of Messrs.
Marshall, Hyde and Silber. Mr. Silber resigned from the Board of Directors
effective April 16, 2001. The Compensation Committee is responsible for
reviewing and approving all compensation arrangements for our officers. None of
these committee members are or have been executive officers of Alamosa
(Delaware) or its subsidiaries.

     In 2000, we entered into various arrangements with Mericom Corporation and
its affiliates for site acquisition, RF engineering and fixed network design.
Mr. Silber holds an indirect minority interest in Mericom Corporation, which is
a privately-held provider of planning, design, deployment, maintenance and
operations services for wireless telecommunications networks. During fiscal year
2000, we paid approximately $1.0 million under these arrangements. On February
14, 2001, we completed our acquisition of WOW, a wholly-owned subsidiary of WOW
Holdings, LLC ("WOW Holdings") through the merger of WOW Holdings with and into
Alamosa Holdings. Mr. Silber was a member of the board of managers of WOW
Holdings. Mr. Silber is also a principal of Silpearl Associates, LLC, which is
an affiliate of WOW Investment Partners, L.P., which owned approximately 44.4%
of the outstanding membership interests of WOW Holdings. WOW Investment
Partners, L.L.C. holds the sole general partner interest of WOW Investment
Partners, L.P. The sole membership interest of WOW Investment Partner L.L.C. is
held by Silpearl Associates, LLC. Mr. Silber indirectly owns 50% of the
membership interests, and is the President, of Silpearl Associates, L.L.C.
Following the closing of the acquisition of WOW, Mr. Silber received 915,193
shares of common stock of Alamosa Holdings and approximately $1.5 million in
cash as a distribution from WOW Investment Partners, L.P. Mr. Silber did not
participate in the Board of Directors vote to approve the WOW Holdings merger.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

     Our executive compensation philosophy reflects its belief that the
compensation of executives should:

     o   be linked to achievement of our business and strategic goals;

     o   be aligned with the interests of stockholders through awards of stock
         options and other stock-based compensation;

     o   recognize individual contributions, as well as overall business
         results; and

                                       59
<PAGE>

     o   result in attracting, motivating and retaining highly-talented
         executives to serve our company.

     To achieve these objectives, our current compensation program consists of
the following elements:

     o   base salary;

     o   annual incentive compensation, the receipt of which is based on:

         o  our financial performance from year to year; and/or

         o  significant individual contributions; and

     o   long-term incentive compensation, primarily in the form of stock
         options.

     CEO COMPENSATION. The structure of Mr. Sharbutt's fiscal 2000 compensation
was based in part on comparisons to the compensation of executives in similar
positions with other companies in the industry, as well as Mr. Sharbutt's level
of responsibility, experience and contribution to our business objectives and
the Board's ongoing assessment of our operations. In accordance with such
factors, we entered into an employment agreement with Mr. Sharbutt, effective
October 1, 1999 (see "Employment Agreements -- David E. Sharbutt). This
agreement provides for Mr. Sharbutt's base salary and eligible quarterly bonuses
upon the achievement of certain performance targets established by the Board of
Directors. The Board believes that the structure of Mr. Sharbutt's compensation,
with its emphasis on our performance, is in the best interest of our
stockholders because it more closely aligns the interests of Mr. Sharbutt and
our stockholders. Mr. Sharbutt's fiscal year 2000 bonus was paid as a result of
our achievement of performance targets related to EBITDA, revenue per user and
subscriber targets.

     OTHER EXECUTIVE OFFICER COMPENSATION. Our philosophy for the compensation
of our other executive officers focuses on each individual's level of
responsibility, experience and contribution to our business objectives and the
Board's ongoing assessment of our operations. The Board of Directors places
emphasis on compensation that closely aligns the executive's interests with the
stockholders' interests. Therefore, a significant percentage of each executive
officer's total compensation is tied to our performance through:

     o   bonus eligibility, based on a combination of its performance and
         individual achievement; and

     o   stock option awards.

     DEDUCTIBILITY OF COMPENSATION TO EXECUTIVE OFFICERS. The federal income tax
law limits the deductibility of certain compensation paid to the chief executive
officer and the four most highly compensated executives (the "covered
employees") in excess of the statutory maximum of $1 million per covered
employee. The organization and compensation committee's general policy is, where
feasible, to structure the compensation paid to the covered employees so as to
maximize the deductibility of such compensation for federal income tax purposes;
however, the committee shall retain the flexibility, where necessary to promote
the incentive and retention goals described above, to pay compensation which may
not be deductible.

                             COMPENSATION COMMITTEE:

                                   Thomas Hyde
                                Schuyler B. Marshal
                                Reagan W. Silber*

-------------------
* Mr. Silber resigned from the Board of Directors effective April 16, 2001.

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                                PERFORMANCE GRAPH

         The following performance graph compares the cumulative total
stockholder total return on our common stock from February 3, 2000 through
December 31, 2000 against the cumulative total return of The Nasdaq Stock Market
(U.S. Companies) Index, The Nasdaq Stock Market Telecommunications Index and a
peer group selected by us for the same period. The peer group consists of the
following three companies (which together with us, represent all of the Sprint
PCS network partners whose stock was publicly traded over the relevant
measurement period): Airgate PCS, UbiquiTel Inc. and US Unwired Inc.




                               [GRAPHIC OMITTED]



                                                   CUMULATIVE TOTAL RETURN
                                                  --------------------------
                                                   2/3/00        12/31/00

Alamosa PCS (1)                                    $100.00        $47.06
NASDAQ Composite Index                             $100.00        $58.67
NASDAQ Telecommunications Index                    $100.00        $44.64
Sprint PCS Network Partner Peer Group              $100.00        $28.81

(1)  Refers to the common stock of Alamosa (Delaware) from February 3, 2000 to
     December 14, 2000 (during which time Alamosa (Delaware) was the public
     holding company (and was named "Alamosa PCS Holdings Inc.")) and the common
     stock of Alamosa PCS Holdings from December 15, 2000 to December 31, 2000
     (during which time Alamosa PCS Holdings was the public holding company).
     Our common stock began trading on The Nasdaq National Market on February 3,
     2000, under the symbol "APCS." Prior to that date there was no public
     market for our common stock.



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                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

FORMATION OF ALAMOSA PCS, LLC

     On July 24, 1998, Alamo IV LLC, Rosewood Telecommunications, L.L.C., Tregan
International Corp., West Texas PCS, LLC and Longmont PCS, LLC formed Alamosa
PCS, LLC. Those investors received membership interests in exchange for their
capital commitments. The investors amended the formation documents on December
11, 1998 to allow for a new member, Yellow Rock PCS, L.P., and to modify their
membership interests and capital commitments. Yellow Rock agreed to contribute a
total of $400,000 of capital in exchange for a 0.82% membership interest in
Alamosa PCS, LLC. Pursuant to the agreement, Yellow Rock committed to a funding
schedule beginning with a payment of $123,711 on December 15, 1998 and ending on
January 1, 2001. The original investors retained the remaining 99.18% membership
interest in Alamosa PCS, LLC in exchange for their capital commitments of
$48,100,000. In November 1999, the members of Alamo IV LLC dissolved Alamo IV
LLC and distributed Alamo IV's membership interest in Alamosa PCS, LLC to Alamo
IV's members.

     The obligations to commit capital and the other regulations under the
formation documents were eliminated when we reorganized from a limited liability
company to a holding company structure prior to the closing of our initial
public offering in February 2000.

EDC CREDIT FACILITY GUARANTEES

     In connection with the credit agreement entered into between Nortel and
Alamosa, which Nortel assigned to EDC and Alamosa acknowledged, each of our
stockholders pledged its ownership interest in Alamosa to Nortel to guaranty our
obligations under the Nortel credit agreement. The rights and obligations of
Nortel under the credit agreement were assigned to EDC. Our stockholders were
required to secure their unfunded contributions with either a letter of credit
or a marketable securities pledge agreement. Each guaranty, pledge, letter of
credit and marketable securities pledge agreement terminated prior to the
closing of our initial public offering.

AGREEMENTS WITH CHR SOLUTIONS

     We have entered into a number of agreements with CHR Solutions as described
in more detail below. During fiscal year 2000, we paid CHR Solutions
approximately $6.3 million under these agreements. David Sharbutt, our Chairman
and Chief Executive Officer, was, at the time the agreements were executed, the
President, Chief Executive Officer, a director and a shareholder of CHR
Solutions. Mr. Sharbutt no longer holds any of these positions at CHR Solutions.

     o   On July 27, 1998, we entered into an engineering service agreement with
         CHR Solutions that is to last through August 2001 for a maximum fee of
         approximately $7.0 million, excluding taxes.

     o   As of April 9, 1999, we entered into a data communications services
         agreement with CHR Solutions to perform design and implementation
         services for Alamosa in connection with our wide area network and local
         area networks for a maximum fee of $262,040, excluding taxes. The
         agreement lasts until the project is completed, unless either party
         terminates it earlier for cause.

     o   As of October 8, 1999, we entered into a special service agreement with
         CHR Solutions to perform marketing and operations consulting services
         in selected areas in Wisconsin for a maximum fee of $100,000, excluding
         taxes. This agreement lasts until the project is completed, unless
         either party terminates it earlier.

     o   As of October 8, 1999, we entered into a special service agreement with
         CHR Solutions to perform business planning and consulting services and
         a feasibility study in selected areas of Wisconsin for a fixed fee of
         $81,000. This agreement lasts until the project is completed, unless
         either party terminates it earlier.


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     o   As of October 8, 1999, we entered into a special service agreement with
         CHR Solutions to perform business planning and consulting services and
         a feasibility study in selected areas of our territory for an estimated
         probable cost of $200,000, excluding taxes. This agreement lasts until
         the project is completed, unless either party terminates it earlier.

     o   As of October 8, 1999, we entered into a special service agreement with
         CHR Solutions to provide Alamosa with radio frequency "drive testing"
         to predict the propagation characteristics of given areas in our
         territory for an estimated probable cost of $62,085, excluding taxes.
         This agreement lasts until the project is completed, unless either
         party terminates it earlier.

     o   As of November 20, 1999, we entered into a special service agreement
         with CHR Solutions, who provided Alamosa with marketing and operations
         consulting services for a maximum amount of $100,000, excluding taxes.

     o   As of January 28, 2000, we entered into a professional services
         agreement with CHR Solutions to develop the sub-affiliate program from
         the development of a model through the execution of the sub-affiliate
         program. The estimated probable costs of the services are $248,000.
         Either party may terminate the agreement without penalty at any time
         with or without cause upon giving the other party 30 days prior written
         notice.

AGREEMENTS WITH TECH TELEPHONE COMPANY LIMITED PARTNERSHIP

     As of April 6, 1999, we entered into a telecommunications service agreement
with Tech Telephone Company Limited Partnership, an affiliate of CHR Solutions,
to install and provide DS1 telecommunications lines between Sprint PCS and our
Lubbock operations and between our Lubbock operations and our other markets. The
original term of the agreement is three years, with automatic renewal for
successive 30-day terms until terminated by either party. As of August 13, 1999,
we entered into a distribution agreement with TechTel Communications
Corporation, an affiliate of CHR Solutions, authorizing it to become a third
party distributor of Sprint PCS products and services for us in a standard
agency agreement identical with numerous other agreements between us and other
third party distributors. Pursuant to the distribution agreement, TechTel
Communications Corporation is obligated to purchase ten handsets from us every
quarter for the term of one year. During fiscal year 2000, we paid approximately
$1.7 million under these agreements.

AGREEMENT WITH AMERICAN TOWER CORPORATION

     In August 1998, we entered into a nonexclusive master site development and
lease agreement for tower sites with OmniAmerica Development Corp., formerly
known as Specialty Capital Services, Inc., a subsidiary of Specialty
Teleconstructors, Inc. that has since merged with American Tower Corporation.
Pursuant to the agreement, American Tower arranges for collocation of our
equipment, or constructs new facilities, in areas we identify for build-out. The
initial term of the master agreement expires in August 2003, with automatic
renewal for three additional terms of five years each. The agreement provides
for monthly payments aggregating to approximately $5.0 million per year, subject
to an annual adjustment based on the Consumer Price Index. During fiscal year
2000, we paid approximately $2.4 million for these services.

     Michael Budagher, who is one of the directors of Alamosa (Delaware) and
Alamosa Holdings, and a manager of West Texas PCS, LLC and Budagher Family, LLC,
two of Alamosa Holding's stockholders, was, at the time the agreement was
entered into the Vice Chairman, Chief Operating Officer and a director of
Specialty Teleconstructors, Inc., and the Chief Executive Officer, President and
sole director of Specialty Capital Services, Inc. Michael Budagher is also a
member and the General Manager of the Budagher Family, LLC, which was, at the
time the agreement was entered into, a stockholder of Specialty
Teleconstructors, Inc. Mr. Budagher no longer holds any of these positions at
Specialty Capital Services, Inc. or Specialty Teleconstructors, Inc. However, he
is a stockholder of American Tower Corporation.

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RESERVE OF SHARES BY UNDERWRITERS

     As part of the initial public offering of common stock, the underwriters
reserved a maximum of 10% of the shares of common stock sold in the offering for
sale to the persons who were stockholders of Alamosa (Delaware) at the time
prior to the offering at a price per share of $15.8525, the public offering
price less the underwriting discount. The underwriters were not entitled to any
discount or commission on these shares and the proceeds to Alamosa (Delaware)
were the same as if the shares were sold to the general public. The persons who
were stockholders of Alamosa (Delaware) at the time prior to the offering
purchased 757,589 shares pursuant to this arrangement.

     In connection with our initial public offering, Salomon Smith Barney Inc.
reserved up to approximately five percent of the shares being offered as
directed shares for sale at the initial public offering price to persons who
were directors, officers or employees of Alamosa (Delaware), or who were
otherwise associated with us and its affiliates or employees, and who advised us
of their desire to purchase these shares. The number of shares of common stock
available for sale to the general public was reduced to the extent of sales of
directed shares to any of the persons for whom they were reserved. A total of
535,000 shares of common stock were so purchased by such persons.

AGREEMENTS WITH MESSRS. MICHAEL V. ROBERTS AND STEVEN C. ROBERTS

     On February 14, 2001, we completed our acquisition of Roberts Wireless.
Messrs. Michael V. Roberts and Steven C. Roberts, who are directors of Alamosa
Holdings, were the sole owners of Roberts Wireless. Pursuant to the terms of the
merger agreement with Roberts Wireless, upon closing of the transaction, each of
Messrs. Michael V. Roberts and Steven C. Roberts was entitled to receive
6,750,000 shares of common stock and approximately $2.0 million in cash as
consideration in respect of his ownership interests in Roberts Wireless. The
terms of the acquisition agreement, including the consideration payable to
Messrs. Michael V. Roberts and Steven C. Roberts, were determined on the basis
of arm's length negotiations between us and Messrs. Michael V. Roberts and
Steven C. Roberts. Messrs. Michael V. Roberts and Steven C. Roberts were
appointed to the Board of Directors of Alamosa Holdings upon completion of the
Roberts Wireless acquisition.

     In connection with the acquisition of Roberts Wireless, we entered a number
of arrangements with Messrs. Michael V. Roberts and Steven C. Roberts and
certain companies affiliated with them as described in more detail below.

     o   LOAN AGREEMENT WITH MESSRS. MICHAEL V. ROBERTS AND STEVEN C. ROBERTS.
         On June 30, 2000, Alamosa Operations, Inc. ("Alamosa Operations"), a
         wholly-owned subsidiary of Alamosa (Delaware) (as lender) entered into
         a loan agreement with Messrs. Michael V. Roberts and Steven C. Roberts
         (as borrowers) whereby Alamosa Operations agreed to lend $10.0 million
         to Messrs. Michael V. Roberts and Steven C. Roberts. The proceeds from
         this loan were used to fund capital and operation requirements of
         Roberts and Roberts Tower Company ("Roberts Tower"), a corporation
         owned and operated by Messrs. Michael V. Roberts and Steven C. Roberts.

     o   ROBERTS WIRELESS LOAN AGREEMENT. On July 31, 2000, Alamosa Operations
         (as lender) entered into a loan agreement with Roberts Wireless (as
         borrower). In connection with the loan agreement, Roberts Wireless
         assumed certain obligations of Messrs. Michael V. Roberts and Steven C.
         Roberts under the June 30 loan agreement to the extent the proceeds of
         that loan were used to make capital contributions to Roberts Wireless.
         As of December 31, 2000, approximately $23.8 million had been funded
         under the Roberts Wireless loan agreement. At the completion of the
         Roberts Wireless acquisition, the Roberts Wireless promissory note was
         transferred to Alamosa (Delaware) and contributed as equity to its
         wholly owned subsidiary, Alamosa Holdings, LLC.

     o   ROBERTS TOWER LOAN AGREEMENT. On October 18, 2000, Alamosa Operations
         (as lender) and Roberts Tower (as borrower) entered into a loan
         agreement whereby Alamosa Operations agreed to lend up to $15.0 million
         to Roberts Tower, to be used for the purposes of repaying all remaining


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         amounts owed by Messrs. Michael V. Roberts and Steven C. Roberts under
         the June 30 loan agreement and funding the construction of wireless
         telecommunications towers for use by Roberts Wireless through the
         completion of the merger with Roberts Wireless. As of December 31,
         2000, approximately $13.2 million had been funded under the Roberts
         Tower loan agreement. In February 2001 the loan was paid in full.

     o   JOINT VENTURE DEVELOPMENT AGREEMENT. On October 30, 2000, we and
         Messrs. Michael V. Roberts and Steven C. Roberts entered into a joint
         venture development agreement. Pursuant to the agreement, if either Mr.
         Michael V. Roberts or Mr. Steven C. Roberts undertakes an international
         telecommunications business venture and desires for us to be involved
         in that project, then before either Messrs. Michael V. Roberts or
         Steven C. Roberts enters into a letter of intent or binding agreement
         of any nature with another person regarding the project, they must give
         us written notice and we have 60 days to notify them of our desire to
         participate in the project. During such 60 day period, we have the
         exclusive right with respect to the project. Promptly after we give a
         notice of participation, we and either Messrs. Michael V. Roberts or
         Steven C. Roberts shall form a project entity and shall execute an
         agreement setting forth the terms, covenants, conditions and provisions
         for the purpose, ownership, management, financing and operating of the
         project. Unless we and either Messrs. Michael V. Roberts or Steven C.
         Roberts agree to a different arrangement, we will have a 50% interest
         in each project entity and we will have full managerial control of each
         project entity. Except as described above, neither us nor Messrs.
         Michael V. Roberts or Steven C. Roberts is obligated to bring to the
         other any opportunity to participate in a project or any activity,
         domestic or international.

     o   CONSULTING AGREEMENTS. On January 29, 2001, we entered into five-year
         consulting agreements with each of Messrs. Michael V. Roberts and
         Steven C. Roberts. The consulting agreements provide each of them with
         an annual compensation of $125,000, which is paid monthly.

     o   RIGHT OF FIRST NEGOTIATION AGREEMENT. On February 14, 2001, we and
         Roberts Tower entered into a right of first negotiation agreement which
         grants Roberts Tower a right to negotiate tower leases on a
         "build-to-suit" basis within our present and future territory. During
         the term of the agreement, whenever we or one of our subsidiaries is
         required to "build to suit" communications towers within the present or
         future territories in which we operate, we must notify Roberts Tower
         and Roberts Tower will have the exclusive right for a period of 30 days
         to negotiate with us to provide such towers. After such 30 day period,
         if we have not reached an agreement with Roberts Tower, we may obtain
         such tower sites from other third parties. The term of this agreement
         is five years.

     o   RESALE AGREEMENT. On February 14, 2001, we and Messrs. Michael V.
         Roberts and Steven C. Roberts entered into a resale agreement which
         permits Messrs. Michael V. Roberts and Steven C. Roberts to buy air
         time at a discount for resale on a basis no less favorable than any
         other similar agreement to which we may be a party. Messrs. Michael V.
         Roberts and Steven C. Roberts may resell such airtime anywhere where
         such resales are permitted under applicable law. Any arrangement
         between us and Messrs. Michael V. Roberts and Steven C. Roberts for
         resales and use of air time will be subject to all required approvals
         of Sprint, Sprint Spectrum and Sprint PCS and/or any other applicable
         Sprint entities.

     o   MASTER LEASE AGREEMENT. On February 14, 2001, Roberts Wireless and
         Roberts Tower entered into a master lease agreement which provides for
         the lease from Roberts Tower by Roberts Wireless of certain buildings,
         towers, tanks and /or improvements thereon for the purpose of
         installing, operating and maintaining communications facilities and
         services thereon. The initial term of the master lease agreement
         expires in February 2006, and Roberts Wireless has the right to extend
         the initial term of the lease for four additional terms of five years
         each. The agreement

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         provides for monthly payments aggregating to approximately $16,800 per
         year, subject to an annual adjustment of 4% per annum.

OTHER RELATED PARTY TRANSACTIONS

     In January 2000, we entered into various arrangements with Mericom
Corporation and its affiliates for site acquisition, RF engineering and fixed
network design. Mr. Reagan Silber, who was one of the our directors, holds an
indirect minority interest in Mericom Corporation. Mr. Silber resigned from the
Board of Directors effective April 16, 2001. For a description of the
arrangements involving Mericom and us, see "Management--Compensation
Committee Interlocks and Insider Participation."

     On February 14, 2001, Alamosa Holdings completed its merger with WOW
Holdings. Mr. Silber was a member of the board of managers of WOW Holdings. Mr.
Silber is also a principal of Silpearl Associates, LLC, an affiliate of WOW
Investment Partners, L.P., which owned approximately 44.4% of the outstanding
membership interests of WOW Holdings. For a description of the consideration
received by Mr. Silber in connection with the WOW Holdings merger, see
"Management--Compensation Committee Interlocks and Insider Participation."

     In connection with our distribution and sales of Sprint PCS wireless
communications equipment, on December 28, 1998, we entered into a long-term
agreement to lease space for a retail store in Lubbock, Texas with Lubbock HLH,
Ltd., principally owned by Mr. Hart, who is one of directors of Alamosa
(Delaware) and Alamosa Holdings and the general manager of South Plains
Telephone Cooperative, Inc., one of Alamosa Holdings' stockholders. This lease
has a term of 15 years and provides for monthly payments aggregating to
approximately $110,000 a year, subject to adjustment based on the Consumer Price
Index on the first day of the sixth lease year and on the first day of the
eleventh lease year. During fiscal year 2000, approximately $100,000 was paid
under this lease.












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                   OUR AFFILIATION AGREEMENTS WITH SPRINT PCS

     We have entered into four major affiliation agreements with Sprint and
Sprint PCS:

     o   a management agreement;

     o   a services agreement; and

     o   two trademark and service mark license agreements with different Sprint
         entities.

     We entered into one set of these agreements with Sprint and Sprint PCS for
our territories in the Southwestern part of the United States and another set of
these agreements for our territories in Wisconsin. Roberts entered into a set of
these agreements for its territories in Illinois, Kansas and Missouri, which we
have assumed pursuant to our acquisition of Roberts. WOW entered into a set of
these agreements for its territories in Washington and Oregon, which we have
assumed pursuant to our acquisition of WOW. Southwest entered into a set of
these agreements for its territories in Texas, Oklahoma and Arkansas, which we
have assumed pursuant to our acquisition of Southwest. As used herein, the term
"operating subsidiaries" refers to each of our subsidiaries that have entered
into affiliation agreements with Sprint PCS. Unless otherwise indicated below,
the description of our affiliation agreements applies to the affiliation
agreements for all five of our territories.

     Under our affiliation agreements with Sprint PCS, we have the exclusive
right to provide wireless mobility communications network services under the
Sprint and Sprint PCS brand names in our territories. Sprint PCS holds the
spectrum licenses and controls the network through our agreements with Sprint
PCS. Our affiliation agreements with Sprint PCS require us to interface with the
Sprint PCS wireless network by building our portion of the Sprint PCS network to
operate on the 10, 20 or 30 MHZ of wireless personal communications services
frequencies licensed to Sprint PCS in the 1900 MHZ range.

     The following is a description of the material terms and provisions of our
affiliation agreements and the consent and agreement with Sprint PCS and
Citicorp, that modifies our management agreements for the benefit of Citicorp,
as administrative agent, and the holders of the senior secured credit facility
and any refinancing thereof. See "--Consent and Agreement for the Benefit of the
Holders of the Senior Secured Credit Facility."

     A breach or event of termination, as the case may be, under any of our
affiliation agreements by one of our operating subsidiaries will also constitute
a breach or event of termination, as the case may be, by all other operating
subsidiaries of the same provision of the applicable affiliation agreement to
which each operating subsidiary is a party. Each operating subsidiary only has
the right to cure its breach and has no right to cure any breach or event of
termination by another operating subsidiary.

THE MANAGEMENT AGREEMENTS

     We originally entered into one set of management agreements with Sprint and
Sprint PCS for our territories in the Southwestern part of the United States and
another set of these agreements for our territories in Wisconsin. Roberts
entered into a management agreement for its territories in Illinois, Kansas and
Missouri, which we have assumed pursuant to our acquisition of Roberts. WOW
entered into a management agreement for its territories in Washington and
Oregon, which we have assumed pursuant to our acquisition of WOW. Southwest
entered into a management agreement for its territories in Texas, Oklahoma and
Arkansas, which we have assumed pursuant to our acquisition of Southwest. Unless
otherwise indicated below, the description of our management agreements applies
to the management agreements for all five of our territories.

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     Under our management agreements with Sprint PCS, we have agreed to:

     o   own, construct and manage a wireless personal communications services
         network in our territories in compliance with FCC license requirements
         and other technical requirements contained in our management
         agreements;

     o   distribute Sprint PCS products and services;

     o   use Sprint PCS's and our own distribution channels in our territories;

     o   conduct advertising and promotion activities in our territories; and

     o   manage that portion of Sprint PCS's customer base assigned to our
         territories.

     Sprint PCS will supervise our wireless personal communications services
network operations and has the right to unconditional access to our portion of
the Sprint PCS network, including the right to test and monitor any of our
facilities and equipment.

     EXCLUSIVITY. We are designated as the only person or entity that can manage
or operate a wireless mobility communications network for Sprint PCS in our
territories. Sprint PCS is prohibited from owning, operating, building or
managing another wireless mobility communications network in our territories
while our management agreements are in place and no event has occurred that
would permit such agreements to terminate. Sprint PCS is permitted to make
national sales to companies in our territories and, as required by the FCC, to
permit resale of the Sprint PCS products and services in our territories. Our
management agreements prohibit us from interfering with others who resell Sprint
PCS products and services in our territories.

     If Sprint PCS decides to expand the geographic size of our build-out within
our territories, Sprint PCS must provide us with written notice of the proposed
expansion. Under our management agreements we have a 90-day right of first
refusal to build out the proposed expansion area. If we choose not to build out
the proposed area, then Sprint PCS may build out the area itself or allow
another Sprint PCS network partner to do so.

     NETWORK BUILD-OUT. Our management agreements specify the terms of the
Sprint PCS affiliation, including the required network build-out plan. We have
agreed to cover a specified percentage of the population within each of the
markets, which make up our territories by specified dates. Our current build-out
plans will satisfy the network build-out requirements set forth in our
management agreements.

     If technically feasible and commercially reasonable, we have agreed to
provide for a seamless handoff of a call initiated in our territories to a
neighboring Sprint PCS network. Our management agreements require us to
reimburse Sprint PCS one-half of the microwave clearing costs for our
territories.

     PRODUCTS AND SERVICES. Our management agreements identify the products and
services that we can offer in our territories. These services include, but are
not limited to, Sprint PCS consumer and business products and services available
as of the date of the agreements, or as modified by Sprint PCS. We are allowed
to sell wireless products and services that are not Sprint PCS products and
services if those additional products and services do not cause distribution
channel conflicts or, in Sprint PCS's sole determination, consumer confusion
with Sprint PCS's products and services. We also cannot sell non-Sprint PCS
products and services if it would hamper our build-out of the network. Under our
management agreement for our Wisconsin territories, if Sprint PCS begins to
offer nationally a product or service that we already offer, then that product
or service will be considered to be a Sprint PCS product or service.

     We may also sell services such as specified types of long distance service,
Internet access, handsets, and prepaid phone cards with Sprint, Sprint PCS and
other Sprint network partners. If we decide to use third parties to provide
these services, we must give Sprint PCS an opportunity to provide the services
on the same terms and

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conditions. We cannot offer wireless local loop services specifically designed
for the competitive local exchange market in areas where Sprint owns the local
exchange carrier unless we name the Sprint-owned local exchange carrier as the
exclusive distributor or Sprint PCS approves the terms and conditions. Sprint
does not own the local exchange carrier in a majority of the markets in our
territories.

     NATIONAL SALES PROGRAMS. We must participate in the Sprint PCS sales
programs for national sales to customers, and will pay the expenses and receive
the compensation from Sprint PCS sales to national accounts located in our
territories. We must use Sprint's long distance service, which we can buy at the
best prices offered to comparably situated Sprint customers.

     SERVICE PRICING, ROAMING AND FEES. We must offer Sprint PCS subscriber
pricing plans designated for regional or national offerings, including Sprint
PCS's "Free & Clear" plans. We are permitted to establish our own local price
plans for Sprint PCS's products and services offered only in our territories,
subject to Sprint PCS's approval. We are entitled to receive a weekly fee from
Sprint PCS equal to 92% of "collected revenues" for all obligations under our
management agreements, adjusted by the cost of customer services provided to us
by Sprint PCS. "Collected revenues" include revenue from Sprint PCS subscribers
based in our territories and inbound non-Sprint PCS roaming. Sprint PCS will
retain 8% of the collected revenues. Outbound non-Sprint PCS roaming revenue,
inbound and outbound Sprint PCS roaming fees, proceeds from the sales of
handsets and accessories, proceeds from sales not in the ordinary course of
business, amounts collected with respect to taxes and proceeds from sales of our
products and services, are not considered collected revenues. Except in the case
of taxes, we will retain 100% of these revenues. Many Sprint PCS subscribers
purchase bundled pricing plans that allow Sprint PCS roaming anywhere on the
Sprint PCS network without incremental Sprint PCS roaming charges. However, we
will earn Sprint PCS roaming revenue for every minute that a Sprint PCS
subscriber from outside our territories enters our territories and uses our
services. We will earn revenue from Sprint PCS based on a per minute rate
established by Sprint PCS when Sprint PCS's or its affiliates' subscribers roam
on our portion of the Sprint PCS network. Similarly, we will pay the same rate
for every minute Sprint PCS subscribers who are based in our territories use the
Sprint PCS network outside our territories. The analog roaming rate onto a
non-Sprint PCS provider's network is set under Sprint PCS's third party roaming
agreements.

     VENDOR PURCHASE AGREEMENTS. We may participate in discounted volume-based
pricing on wireless-related products and warranties Sprint PCS receives from its
vendors. Sprint PCS will use commercially reasonable efforts to obtain for us
the same prices as Sprint PCS receives from its vendors.

     ADVERTISING AND PROMOTIONS. Sprint PCS uses national as well as regional
television, radio, print, outdoor and other advertising campaigns to promote its
products. We benefit from the national advertising at no additional cost to us.
In addition to Sprint PCS's national advertising campaigns, we advertise and
promote Sprint PCS products and services on a local level in our markets at our
cost. We have the right to use any promotion or advertising materials developed
by Sprint PCS and only have to pay the incremental cost of using those
materials, such as the cost of local radio and television advertisement
placements and incremental printing costs. Sprint PCS also runs numerous
promotional campaigns, which provide customers with benefits such as additional
features at the same rate or free minutes of use for, limited time periods. We
offer these promotional campaigns to potential customers in our territories.

     PROGRAM REQUIREMENTS. We must comply with Sprint PCS's program requirements
for technical standards, customer service standards, roaming coverage and
national and regional distribution and national accounts programs. Sprint PCS
can adjust the program requirements at any time. We have the right to appeal to
the management of Sprint PCS if adjustments to program requirements will:

     o   cause us to incur a cost exceeding 5% of the sum of our stockholders'
         equity plus our outstanding long term debt; or

     o   cause our operating expenses on a per-unit basis using a ten year time
         frame to increase by more than 10% on a net present value basis.


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     If Sprint PCS denies our appeal and we fail to comply with the program
adjustment, Sprint PCS has the termination rights described below under
"--Termination of Management Agreements."

     Under our management agreements for our Wisconsin and Southwest
territories, Sprint PCS has agreed that it will use commercial reasonableness to
adjust the Sprint PCS retail store and customer service requirements for cities
located within those territories that have a population of less than 100,000.

     NON-COMPETITION. We may not offer Sprint PCS products and services outside
our territories without the prior written approval of Sprint PCS. We may offer,
market or promote telecommunications products and services within our
territories only under the Sprint PCS brands, our own brand, brands of our
related parties or other products and services approved under our management
agreements, except that no brand of a significant competitor of Sprint PCS or
its related parties may be used for those products and services. To the extent
we have or will obtain licenses to provide wireless personal communications
services outside our territories, we may not use the spectrum to offer Sprint
PCS products and services without prior written consent from Sprint PCS.

     INABILITY TO USE NON-SPRINT PCS BRAND. We may not market, promote,
advertise, distribute, lease or sell any of the Sprint PCS products and services
on a non-branded, "private label" basis or under any brand, trademark or trade
name other than the Sprint PCS brand, except for sales to resellers or as
otherwise permitted under the Trademark and Service Mark License Agreements.

     TRANSFER OF SPRINT PCS NETWORK. Sprint PCS can sell, transfer or assign its
wireless personal communications services network to a third party if the third
party agrees to be bound by the terms of our management agreements and our
services agreements.

     CHANGE IN CONTROL. Sprint PCS must approve our change in control, but this
consent cannot be unreasonably withheld.

     RIGHTS OF FIRST REFUSAL. Sprint PCS has rights of first refusal, without
further stockholder approval, to buy our assets upon a proposed sale of all or
substantially all of our assets used in the operation of our portion of the
Sprint PCS network.

     TERM. Each of our management agreements has an initial term of 20 years
with three 10-year renewal options, which would lengthen each of our management
agreements to a total term of 50 years. The three 10-year renewal terms
automatically occur unless either Sprint PCS or we provide the other with two
years prior written notice to terminate the agreement or unless we are in
material default of its obligations under such agreement.

     TERMINATION OF OUR MANAGEMENT AGREEMENTS. Our management agreements can be
terminated as a result of the following events:

     o   termination of Sprint PCS's spectrum licenses;

     o   an uncured breach under our management agreements;

     o   bankruptcy of a party to our management agreements;

     o   our management agreements not complying with any applicable law in any
         material respect; or

     o   the termination of any of our trademark and service mark license
         agreements.

     The termination or non-renewal of our management agreements triggers some
of our rights and some of those of Sprint PCS. The right of either party to
require the other party to purchase or sell the operating assets is discussed
below.


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     If we have the right to terminate our management agreements because of an
event of termination caused by Sprint PCS, generally we may:

     o   require Sprint PCS to purchase all of our operating assets used in
         connection with our portion of the Sprint PCS network for an amount
         equal to at least 80% of our "entire business value" as defined below;

     o   in all areas in our territories where Sprint PCS is the licensee for 20
         MHZ or more of the spectrum on the date it terminates our management
         agreements, require Sprint PCS to assign to us, subject to governmental
         approval, up to 10 MHZ of licensed spectrum for an amount equal to the
         greater of either the original cost to Sprint PCS of the license plus
         any microwave clearing costs paid by Sprint PCS or 9% of our "entire
         business value;" or

     o   choose not to terminate our management agreements and sue Sprint PCS
         for damages or submit the matter to arbitration.

     If Sprint PCS has the right to terminate our management agreements because
of an event of termination caused by us, generally Sprint PCS may:

     o   require us, without further stockholder approval, to sell our operating
         assets to Sprint PCS for an amount equal to 72% of our "entire business
         value;"

     o   require us to purchase, subject to governmental approval, the licensed
         spectrum in our territories for an amount equal to the greater of
         either the original cost to Sprint PCS of the license plus any
         microwave relocation costs paid by Sprint PCS or 10% of our "entire
         business value;"

     o   take any action as Sprint PCS deems necessary to cure its breach of our
         management agreements, including assuming responsibility for, and
         operating, our portion of the Sprint PCS network; or

     o   not terminate our management agreements and sue us for damages or
         submit the matter to arbitration.

     In connection with the senior secured credit facility, Sprint PCS entered
into a consent and agreement with Citicorp, that modifies Sprint PCS's rights
and remedies under our affiliation agreements for the benefit of Citicorp, as
administrative agent, and the holders of the senior secured credit facility and
any refinancing thereof. The consent and agreement with Citicorp provides, among
other things, that our affiliation agreements generally may not be terminated by
Sprint PCS until all our outstanding indebtedness under the new senior secured
credit facility is satisfied in full pursuant to the terms of the consent and
agreement. See "--Consent and Agreement for the Benefit of the Holders of the
Senior Secured Credit Facility."

     NON-RENEWAL. If Sprint PCS gives us timely notice that it does not intend
to renew our management agreements, we may:

     o   require Sprint PCS to purchase all of our operating assets used in
         connection with our portion of the Sprint PCS network for an amount
         equal to 80% of our "entire business value;" or

     o   in all areas in our territories where Sprint PCS is the licensee for 20
         MHZ or more of the spectrum on the date it terminates such management
         agreement, require Sprint PCS to assign to us, subject to governmental
         approval, up to 10 MHZ of licensed spectrum for an amount equal to the
         greater of either the original cost to Sprint PCS of the license plus
         any microwave relocation costs paid by Sprint PCS or 10% of our "entire
         business value."

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     If we give Sprint PCS timely notice of non-renewal, or we and Sprint PCS
both give notice of non-renewal, or any of our management agreements expire with
neither party giving a written notice of non-renewal, or if any of our
management agreements can be terminated for failure to comply with legal
requirements or regulatory considerations, Sprint PCS may:

     o   purchase all of our operating assets, without further stockholder
         approval, for an amount equal to 80% of our "entire business value;" or

     o   require us to purchase, subject to governmental approval, the licensed
         spectrum in our territories for an amount equal to the greater of
         either the original cost to Sprint PCS of the license plus any
         microwave clearing costs paid by Sprint PCS or 10% of our "entire
         business value."

     DETERMINATION OF ENTIRE BUSINESS VALUE. If our "entire business value" is
to be determined, Sprint PCS and we will each select one independent appraiser
and the two appraisers will select a third appraiser. The three appraisers will
determine our "entire business value" on a going concern basis using the
following principles:

     o   the "entire business value" is based on the price a willing buyer would
         pay a willing seller for the entire on-going business;

     o   the "entire business value" will not be calculated in a manner that
         "double counts" the operating assets of one or more of our affiliates;

     o   then-current customary means of valuing a wireless telecommunications
         business will be used;

     o   the business is conducted under the Sprint and Sprint PCS brands and
         our affiliation agreements with Sprint PCS;

     o   that we own the spectrum and frequencies presently owned by Sprint PCS
         and subject to our affiliation agreements with Sprint PCS; and

     o   the valuation will not include any value for businesses not directly
         related to the Sprint PCS products and services, and those businesses
         will not be included in the sale.

     INSURANCE. We are required to obtain and maintain with financially
reputable insurers who are licensed to do business in all jurisdictions where
any work is performed under our management agreement and who are reasonably
acceptable to Sprint PCS, workers' compensation insurance, commercial general
liability insurance, business automobile insurance, umbrella excess liability
insurance and "all risk" property insurance.

     INDEMNIFICATION. We have agreed to indemnify Sprint PCS and its directors,
employees and agents and related parties of Sprint PCS and their directors,
employees and agents against any and all claims against any of the foregoing
arising from our violation of any law, a breach by us of any representation,
warranty or covenant contained in our management agreements or any other
agreement between us and Sprint PCS, our ownership of the operating assets or
the actions or the failure to act of anyone employed or hired by us in the
performance of any work under such agreement, except we will not be obligated to
indemnify Sprint PCS for any claims arising solely from the negligence or
willful misconduct of Sprint PCS. Sprint PCS has agreed to indemnify us and our
directors, employees and agents against all claims against any of the foregoing
arising from Sprint PCS's violation of any law and from Sprint PCS's breach of
any representation, warranty or covenant contained in our management agreements
or any other agreement between us and Sprint PCS, except Sprint PCS will not be
obligated to indemnify us for any claims arising solely from our negligence or
willful misconduct.

     DISPUTE RESOLUTION. If the parties cannot resolve any dispute between
themselves and our management agreements do not provide a remedy, then either
party may require that any dispute be resolved by a binding arbitration.

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THE SERVICES AGREEMENTS

     We originally entered into one set of services agreements with Sprint and
Sprint PCS for our territories in the Southwestern part of the United States and
another set of these agreements for our territories in Wisconsin. Roberts
entered into a services agreement for its territories in Illinois, Kansas and
Missouri, which we have assumed pursuant to our acquisition of Roberts. WOW
entered into a services agreement for its territories in Washington and Oregon,
which we have assumed pursuant to our acquisition of WOW. Southwest entered into
a services agreement for its territories in Texas, Oklahoma and Arkansas, which
we have assumed pursuant to our acquisition of Southwest. Unless otherwise
indicated below, the description of our services agreements applies to the
services agreements for all four of our territories.

     Our services agreements outline various back office services provided by
Sprint PCS and available to us for an adjustment to our 92% fee. Sprint PCS can
change the amount of adjustment for any or all of the services one time in any
twelve month period. We have the option to cancel a service upon notification of
a fee increase, and if we decide to cancel the service, then Sprint PCS, at our
option, must continue to provide that service for nine months at the original
price. Some of the available services include: billing, customer care,
activation, credit checks, handset logistics, home locator record, voice mail,
prepaid services, directory assistance, operator services, roaming fees, roaming
clearinghouse fees, interconnect fees and inter-territory fees. Sprint PCS
offers three packages of available services. Each package identifies which
services must be purchased from Sprint PCS and which may be purchased from a
vendor or provided in-house. Essentially, services such as billing, activation
and customer care must all be purchased from Sprint PCS or none may be purchased
from Sprint PCS. We have chosen to initially delegate the performance of these
services to Sprint PCS, but we may develop an independent capability with
respect to these services over time. Sprint PCS may contract with third parties
to provide expertise and services identical or similar to those to be made
available or provided to us. We have agreed not to use the services performed by
Sprint PCS in connection with any other business or outside our territories. We
may discontinue use of any service upon three months' prior written notice,
while Sprint PCS must give nine months notice if it will no longer offer any
service.

     We have agreed with Sprint PCS to indemnify each other as well as
affiliates, officers, directors and employees for violations of law or the
services agreements except for any liabilities resulting from the negligence or
willful misconduct of the person seeking to be indemnified or its
representatives. Our services agreements also provide that no party will be
liable to the other party for special, indirect, incidental, exemplary,
consequential or punitive damages, or loss of profits arising from the
relationship of the parties or the conduct of business under, or breach of, such
services agreement except as may otherwise be required by the indemnification
provisions. Our services agreements automatically terminate upon termination of
our management agreements, and neither party may terminate the services
agreements for any reason other than the termination of the management
agreements.

THE TRADEMARK AND SERVICE MARK LICENSE AGREEMENTS

     We originally entered into one set of trademark and service mark license
agreements with Sprint and Sprint PCS for our territories in the Southwestern
part of the United States and another set of these agreements for our
territories in Wisconsin. Roberts entered into a trademark and service mark
license agreement for its territories in Illinois, Kansas and Missouri, which we
have assumed pursuant to our acquisition of Roberts. WOW entered into a
trademark and service mark license agreement for its territories in Washington
and Oregon, which we have assumed pursuant to our acquisition of WOW. Southwest
entered into a services agreement for its territories in Texas, Oklahoma and
Arkansas, which we have assumed pursuant to our acquisition of Southwest. Unless
otherwise indicated below, the description of the trademark and service mark
license agreements applies to the trademark and service mark license agreements
for all five of our territories.

     We have a non-transferable license to use, at no additional cost to us, the
Sprint and Sprint PCS brand names and "diamond" symbol, and several other U.S.
trademarks and service marks such as "The Clear Alternative to Cellular" and
"Clear Across the Nation" on Sprint PCS products and services. We believe that
the Sprint and Sprint PCS brand names and symbols enjoy a high degree of
recognition, providing us an immediate benefit in the market place. Our use of
the licensed marks is subject to our adherence to quality standards determined
by Sprint

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and Sprint PCS and use of the licensed marks in a manner which would not reflect
adversely on the image of quality symbolized by the licensed marks. We have
agreed to promptly notify Sprint and Sprint PCS of any infringement of any of
the licensed marks within our territories of which we become aware and to
provide assistance to Sprint and Sprint PCS in connection with Sprint's and
Sprint PCS's enforcement of their respective rights. We have agreed with Sprint
and Sprint PCS that we will indemnify the other for losses incurred in
connection with a material breach of the trademark license agreements between
Sprint, Sprint PCS and us. In addition, we have agreed to indemnify Sprint and
Sprint PCS from any loss suffered by reason of our use of the licensed marks or
marketing, promotion, advertisement, distribution, lease or sale of any Sprint
or Sprint PCS products and services other than losses arising solely out of our
use of the licensed marks in compliance with certain guidelines.

     Sprint and Sprint PCS can terminate our trademark and service mark license
agreements if we file for bankruptcy or materially breach our agreement or if
our management agreements are terminated. We can terminate our trademark and
service mark license agreements upon Sprint's or Sprint PCS's abandonment of the
licensed marks or if Sprint or Sprint PCS files for bankruptcy or our management
agreements are terminated. However, Sprint and Sprint PCS can assign their
interests in the licensed marks to a third party if that third party agrees to
be bound by the terms of our trademark and service mark license agreements.

CONSENT AND AGREEMENT FOR THE BENEFIT OF THE HOLDERS OF THE SENIOR SECURED
CREDIT FACILITY

     Sprint PCS entered into a consent and agreement with Citicorp, as
administrative agent, that modifies Sprint PCS's rights and remedies under our
affiliation agreements with Sprint PCS, for the benefit of Citicorp and the
holders of the senior secured credit facility and any refinancing thereof.

     The consent and agreement between Sprint PCS and Citicorp generally
provides, among other things, the following:

     o   Sprint PCS's consent to the pledge of substantially all of our assets,
         including our rights in our affiliation agreements with Sprint PCS;

     o   that our affiliation agreements with Sprint PCS may not be terminated
         by Sprint PCS until all outstanding obligations under the senior
         secured credit facility are satisfied in full pursuant to the terms of
         the consent and agreement, unless our operating subsidiaries or assets
         are sold to a purchaser who does not continue to operate the business
         as a Sprint PCS network affiliate, which sale requires the approval of
         Citicorp;

     o   Sprint PCS may not exercise its right under our management agreements
         to purchase our assets until all obligations pursuant to the senior
         secured credit facility have been paid in full in cash and all
         commitments to advance credit under such facility have been terminated
         or have expired. However, Sprint PCS retains the option to purchase our
         assets if it first pays all obligations under the senior secured credit
         facility and such facility is terminated in connection with such
         payment;

     o   for redirection of payments due to us under our management agreements
         from Sprint PCS to Citicorp during the continuation of any default by
         us under the senior secured credit facility;

     o   for Sprint PCS and Citicorp to provide to each other notices of default
         by us under our management agreements and the senior secured credit
         facility, respectively;

     o   the ability to appoint interim replacements, including Sprint PCS or a
         designee of the administrative agent under the senior secured credit
         facility, to operate our portion of the Sprint PCS network under our
         affiliation agreements after an event of default under the senior
         secured credit facility or an event of termination under our
         affiliation agreements;


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     o   subject to certain requirements and limitations, the ability of Sprint
         PCS to assign our affiliation agreements with Sprint PCS and sell our
         assets or the partnership interests, membership interests or other
         equity interests of our operating subsidiaries to a qualified purchaser
         that is not a major competitor of Sprint PCS or Sprint, free of the
         restrictions on assignment and change of control in our management
         agreements, if our obligations under the senior secured credit facility
         have been accelerated after a default by us; and

     o   subject to certain requirements and limitations, that if Sprint PCS
         enters into consent and agreement documents with similarly-situated
         lenders that have provisions that are more favorable to the lender,
         Sprint PCS will give Citicorp written notice of the amendments and will
         amend our consent and agreement with Citicorp in the same manner at
         Citicorp's request; consequently, from time to time, Citicorp and
         Sprint PCS may modify our consent and agreement so that it will contain
         terms and conditions more favorable to Citicorp.

     SPRINT PCS'S RIGHT TO PURCHASE ON ACCELERATION OF AMOUNTS OUTSTANDING UNDER
THE SENIOR SECURED CREDIT FACILITY. Subject to the requirements of applicable
law, so long as the senior secured credit facility remains outstanding, Sprint
PCS has the right to purchase our operating assets or the partnership interests,
membership interests or other equity interests of our operating subsidiaries,
upon its receipt of notice of an acceleration of the senior secured credit
facility, under the following terms:

     o   Sprint PCS elects to make such a purchase within a specified period;

     o   the purchase price is the greater of an amount equal to 72% of our
         "entire business value" or the amount we owe under the senior secured
         credit facility;

     o   if Sprint PCS has given notice of its intention to exercise the
         purchase right, then the administrative agent is prohibited for a
         specified period after the acceleration, or until Sprint PCS rescinds
         its intention to purchase, from enforcing its security interest; and

     o   if we receive a written offer that is acceptable to us to purchase our
         operating assets or the partnership interests, membership interests or
         other equity interests of our operating subsidiaries after the
         acceleration, then Sprint PCS has the right to purchase our operating
         assets or the partnership interests, membership interests or other
         equity interests of our operating subsidiaries, as the case may be, on
         terms at least as favorable to us as the offer we receive. Sprint PCS
         must agree to purchase the operating assets or the partnership
         interests, membership interests or other equity interests of our
         operating subsidiaries within 14 business days of its receipt of the
         offer, on acceptable conditions, and in an amount of time acceptable to
         us and Citicorp.

     Upon acceleration of the senior secured credit facility, Sprint also has
the right to purchase the obligations under the senior secured credit facility
by repaying such obligations in full in cash.

     SALE OF OPERATING ASSETS OR THE PARTNERSHIP INTERESTS, MEMBERSHIP INTERESTS
OR OTHER EQUITY INTERESTS OF OUR OPERATING SUBSIDIARIES TO THIRD PARTIES. If
Sprint PCS does not purchase our operating assets or the partnership interests,
membership interests or other equity interests of our operating subsidiaries
after an acceleration of the obligations under the senior secured credit
facility, then Citicorp may sell our operating assets or the partnership
interests, membership interests or other equity interests of our operating
subsidiaries. Subject to the requirements of applicable law, including the law
relating to foreclosures of security interests, Citicorp has two options:

     o   to sell our operating assets or the partnership interests, membership
         interests or other equity interests of our operating subsidiaries to an
         entity that meets the requirements to be our successor under our
         affiliation agreements with Sprint PCS; or

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     o   to sell our operating assets or the partnership interests, membership
         interests or other equity interests of our operating subsidiaries to
         any third party, subject to specified conditions.

RECENT DEVELOPMENTS

     On April 27, 2001, Alamosa Holdings announced that Sprint PCS had reached
an agreement in principle with its network partners, including Alamosa Holdings
and its subsidiaries, providing for a reduction in the reciprocal rate exchanged
between Sprint PCS and its network partners for customers of either party who
travel into territories covered by the other party's portion of the Sprint PCS
network. The rate will be reduced from 20 cents per minute to 15 cents per
minute effective June 1, 2001, and to 12 cents per minute effective October 1,
2001. Beginning January 1, 2002 and continuing throughout the remaining term of
the affiliate agreements with Sprint PCS, the rate will be adjusted to provide a
fair and reasonable return on the cost of the underlying network, expected to be
approximately 10 cents per minute.

     For the year ended December 31, 2000, Alamosa (Delaware) reported
approximately $16,244,000 in travel revenue from inbound Sprint PCS customers
using the Alamosa portion of the Sprint PCS network (representing approximately
20% of total revenue for Alamosa (Delaware) for the year ended December 31,
2000), and approximately $14,281,000 of travel expense incurred for outbound
Alamosa customers using other portions of the Sprint PCS network (representing
approximately 26% of total operating expenses of Alamosa (Delaware) for the year
ended December 31,2000).




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                             REGULATORY ENVIRONMENT

REGULATION OF THE WIRELESS TELECOMMUNICATIONS INDUSTRY

     The FCC can have a substantial impact upon entities that manage wireless
personal communications service systems and/or provide wireless personal
communications services because the FCC regulates the licensing, construction,
operation, acquisition and interconnection arrangements of wireless
telecommunications systems in the United States.

     The FCC has promulgated, and is in the process of promulgating, a series of
rules, regulations and policies to, among other things:

     o   grant or deny licenses for wireless personal communications service
         frequencies;

     o   grant or deny wireless personal communications service license
         renewals;

     o   rule on assignments and/or transfers of control of wireless personal
         communications service licenses;

     o   govern the interconnection of wireless personal communications service
         networks with other wireless and wireline service providers;

     o   establish access and universal service funding provisions;

     o   impose fines and forfeitures for violations of any of the FCC's rules;
         and

     o   regulate the technical standards of wireless personal communications
         services networks.

     The FCC currently prohibits a single entity from having an attributable
interest (defined as any general partnership interest or 20% or greater equity
or voting interest or certain other business relationships) in broadband
wireless personal communications service, cellular and specialized mobile radio
(SMR) licenses totaling more than 45 MHZ in any geographic area. The 45 MHZ cap
is raised to 55 MHZ for overlaps involving cellular Rural Service Areas. The 20%
cap is raised to 40% where the owner is an investment company, a small business
or a rural telephone company. The geographic areas at issue are PCS licensed
service areas where there are overlaps involving 10% or more of the population
of such service area. An entity, such as us, that manages the operations of a
broadband PCS, cellular, or SMR licensee pursuant to a management agreement is
also considered to have an attributable interest in the system it manages.

TRANSFERS AND ASSIGNMENTS OF WIRELESS PERSONAL COMMUNICATIONS SERVICES LICENSES

     The FCC must give prior approval to the assignment of, or transfers
involving, substantial changes in ownership or control of a wireless personal
communications service license. This means that we and our stockholders will
receive advance notice of any and all transactions involved in transferring
control of Sprint PCS or the assignment of some or all of the wireless personal
communications service licenses held by Sprint PCS. The FCC proceedings afford
us and our stockholders an opportunity to evaluate proposed transactions well in
advance of closing, and to take actions necessary to protect their interests.
Non-controlling interests in an entity that holds a wireless personal
communications service license or operates wireless personal communications
service networks generally may be bought or sold without prior FCC approval. In
addition, the FCC requires only post-consummation notification of pro forma
assignments or transfers of control of certain commercial mobile radio service
licenses.

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CONDITIONS OF WIRELESS PERSONAL COMMUNICATIONS SERVICES LICENSES

     All wireless personal communications service licenses are granted for ten
year terms conditioned upon timely compliance with the FCC's build-out
requirements. Pursuant to the FCC's build-out requirements, all 30 MHZ broadband
wireless personal communications service licensees must construct facilities
that offer coverage to one-third of the population in their licensed areas
within five years and to two-thirds of the population in such areas within ten
years, and all 10 MHZ broadband wireless personal communications services
licensees must construct facilities that offer coverage to at least one-quarter
of the population in their licensed areas within five years or make a showing of
"substantial service" within that five-year period.

     If the build-out requirements are not met, wireless personal communications
service licenses could be forfeited. The FCC also requires licensees to maintain
control over their licenses. Our affiliation agreements with Sprint PCS reflect
management agreements that the parties believe meet the FCC requirements for
licensee control of licensed spectrum.

     If the FCC were to determine that our affiliation agreements with Sprint
PCS need to be modified to increase the level of licensee control, we have
agreed with Sprint PCS to use our best efforts to modify the agreements to the
extent necessary to cause the agreements to comply with applicable law and to
preserve to the extent possible the economic arrangements set forth in the
agreements. If the agreements cannot be so modified, the agreements may be
terminated pursuant to their terms. The FCC could also impose monetary penalties
on Sprint PCS, and possibly revoke one or more of the Sprint PCS licenses.

WIRELESS PERSONAL COMMUNICATIONS SERVICES LICENSE RENEWAL

     Wireless personal communications service licensees can renew their licenses
for additional ten year terms. Wireless personal communications service renewal
applications are not subject to auctions. However, under the FCC's rules, third
parties may oppose renewal applications and/or file competing applications. If
one or more competing applications are filed, a renewal application will be
subject to a comparative renewal hearing. The FCC's rules afford wireless
personal communications services renewal applicants involved in comparative
renewal hearings with a "renewal expectancy." The renewal expectancy is the most
important comparative factor in a comparative renewal hearing and is applicable
if the wireless personal communications service renewal applicant has:

     o   provided "substantial service" during its license term; and

     o   substantially complied with all applicable laws and Federal
         Communications Commission rules and policies.

     The FCC's rules define "substantial service" in this context as service
that is sound, favorable and substantially above the level of mediocre service
that might minimally warrant renewal. The FCC's renewal expectancy and
procedures make it very likely that Sprint PCS will retain the wireless personal
communications service licenses that we manage for the foreseeable future.

INTERCONNECTION

     The FCC has the authority to order interconnection between commercial
mobile radio services, commonly referred to as CMRS, providers and incumbent
local exchange carriers. The FCC has ordered local exchange carriers to provide
reciprocal compensation to commercial mobile radio service providers for the
termination of traffic. Using these rules, we will assist Sprint PCS in the
negotiation of interconnection agreements for the Sprint PCS network in their
market area with all of the Bell operating companies, including Verizon Wireless
and several smaller independent local exchange carriers. Interconnection
agreements are negotiated on a state-wide basis.

     If an agreement cannot be reached, parties to interconnection negotiations
can submit outstanding disputes to state authorities for arbitration. Negotiated
interconnection agreements are subject to state approval. The FCC

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rules and rulings, as well as the state arbitration proceedings, will directly
impact the nature and cost of the facilities necessary for interconnection of
the Sprint PCS systems with local, national and international telecommunications
networks. They will also determine the nature and amount of revenues that we and
Sprint PCS can receive for terminating calls originating on the networks of
local exchange and other telecommunications carriers.

OTHER FCC REQUIREMENTS

     In June 1996, the FCC adopted rules that prohibit broadband wireless
personal communications services providers from unreasonably restricting or
disallowing resale of their services or unreasonably discriminating against
resellers. Resale obligations will automatically expire on November 24, 2002.
These existing resale requirements and their expiration may somewhat affect the
number of resellers competing with Sprint PCS and its managers and affiliates in
various markets. However, to date, wireless resellers have not significantly
impacted wireless service providers. Any losses in retail customers have been
offset, in major part, by increases in wireless customers, traffic and wholesale
revenues.

     CMRS providers, including Sprint PCS, are required to permit manual
"roaming" on their systems. With manual roaming, any user whose mobile phone is
technically capable of connecting with a carrier's system must be able to make a
call by providing a credit card number or making some other arrangement for
payment. The FCC is currently considering changes in its rules that may
terminate the manual roaming requirement and may impose "automatic roaming"
obligations, under which users with capable equipment would be permitted to
originate or terminate calls without taking action other than turning on the
mobile phone.

     FCC rules require local exchange and most commercial mobile radio services
providers to program their networks to allow customers to change service
providers without changing telephone numbers, which is referred to as service
provider number portability. The FCC requires most commercial mobile radio
service providers to implement wireless service provider number portability
where requested in the 100 largest metropolitan areas in the United States by
November 24, 2002. The FCC currently requires most commercial mobile radio
service providers to be able to deliver calls from their networks to ported
numbers anywhere in the country, and to contribute to the Local Number
Portability Fund. Implementation of wireless service provider number portability
will require wireless personal communications service providers like us and
Sprint PCS to purchase more expensive switches and switch upgrades. However, it
will also enable existing cellular customers to change to wireless personal
communications services without losing their existing wireless telephone
numbers, which should make it easier for wireless personal communications
service providers to market their services to existing cellular users.

     The FCC has adopted rules permitting broadband wireless personal
communications service and other commercial mobile radio service providers to
provide wireless local loop and other fixed services that would directly compete
with the wireline services of local exchange carriers. This creates new markets
and revenue opportunities for Sprint PCS and its managers and affiliates and
other wireless providers, and may do so increasingly in future years. In June
1996, the FCC adopted rules requiring broadband wireless personal communications
services and other commercial mobile radio services providers to implement
enhanced emergency 911 capabilities within 18 months after the effective date of
the FCC's rules. The full compliance with these rules must occur by October 1,
2001. Further waivers of the enhanced emergency 911 capability requirements may
be obtained by individual service providers by filing a waiver request. The
FCC's waivers and extensions are enabling us, Sprint PCS and other commercial
mobile radio services industry members to delay emergency 911 implementation
until the required equipment becomes more functional and less expensive.
However, at a more reasonable future cost, emergency 911 services may afford
wireless carriers substantial and attractive new service and marketing
opportunities.

     On October 12, 2000, the FCC adopted several measures designed to remove
obstacles to competitive access to customers and facilities in commercial
multiple tenant environments, including the following:

     o   The FCC forbade telecommunications carriers in commercial settings from
         entering into exclusive contracts with building owners, including
         contracts that effectively restrict premises owners or their agents
         from permitting access to other telecommunications service providers.

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<PAGE>

     o   The FCC determined that utilities, including LECs must afford
         telecommunications carriers and cable service providers reasonable and
         nondiscriminatory access to conduits and rights-of-way located in
         customer buildings and campuses, to the extent such conduits and
         rights-of-way are owned or controlled by the utility.

     The FCC also issued a further notice of proposed rulemaking seeking comment
on whether it should adopt additional rules in this area, including extending
certain regulations to include residential as well as commercial buildings. The
final result of this proceeding could affect the availability and pricing of
sites for the Company's antennae and those of its competitors.

COMMUNICATIONS ASSISTANCE FOR LAW ENFORCEMENT ACT

     The Communications Assistance for Law Enforcement Act, or CALEA, enacted in
1994 requires wireless personal communications services and other
telecommunications service providers to meet capability and capacity
requirements needed by federal, state and local law enforcement to preserve
their electronic surveillance capabilities. Wireless personal communications
service providers were generally required to comply with the current industry
CALEA capability standard, known as J-STD-025, by June 30, 2000, and with
recently adopted additions by September 30, 2001. Wireless personal
communications services providers must comply with the CALEA capability
requirements by September 30, 2001. In addition, most wireless personal
communications service providers are ineligible for federal reimbursement for
the software and hardware upgrades necessary to comply with the CALEA capability
and capacity requirements, but several bills pending in Congress may expand
reimbursement rights if they are enacted. Finally, the Federal Bureau of
Investigation has been discussing with the industry options for further
deferring CALEA compliance requirements in geographic areas with minimal or
nonexistent electronic surveillance needs.

     In addition, the FCC is considering petitions from numerous parties to
establish and implement technical compliance standards pursuant to CALEA
requirements. In sum, CALEA capability and capacity requirements are likely to
impose some additional switching and network costs upon Sprint PCS and its
managers and affiliates and other wireless entities. However, it is possible
that some of these costs will be reduced or delayed if current law enforcement
or legislative initiatives are adopted and implemented during 2000 or
thereafter.

OTHER FEDERAL REGULATIONS

     Sprint PCS and its managers and affiliates must bear the expense of
compliance with FCC and Federal Aviation Administration regulations regarding
the siting, lighting and construction of transmitter towers and antennas. In
addition, FCC environmental regulations may cause some of the Company's base
station locations to become subject to the additional expense of regulation
under the National Environmental Policy Act. The FCC is required to implement
this Act by requiring service providers to meet land use and radio emissions
standards.

REVIEW OF UNIVERSAL SERVICE REQUIREMENTS

     The FCC and certain states have established "universal service" programs to
ensure that affordable, quality telecommunications services are available to all
Americans. Sprint PCS is required to contribute to the federal universal service
program as well as existing state programs. The FCC has determined that Sprint
PCS's "contribution" to the federal universal service program is a variable
percentage of "end-user telecommunications revenues." Although many states are
likely to adopt a similar assessment methodology, the states are free to
calculate telecommunications service provider contributions in any manner they
choose as long as the process is not inconsistent with the FCC's rules. At the
present time it is not possible to predict the extent of the Sprint PCS total
federal and state universal service assessments or its ability to recover from
the universal service fund. However, some wireless entities are seeking state
commission designation as "eligible telecommunications carriers," enabling them
to receive federal and state universal service support, and are preparing to
compete aggressively with wireline telephone companies for universal service
revenue. Because we manage substantial rural areas for Sprint PCS, it is

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<PAGE>

likely to receive revenues in the future from federal and state universal
service support funds that are much greater than the reductions in its revenues
due to universal service contributions paid by Sprint PCS.

PARTITIONING; DISAGGREGATION

     FCC rules allow broadband wireless personal communications services
licensees to partition their market areas and/or to disaggregate their assigned
spectrum and to transfer partial market areas or spectrum assignments to
eligible third parties. These rules may enable us to purchase wireless personal
communications service spectrum from Sprint PCS and other wireless personal
communications services licensees as a supplement or alternative to the existing
management arrangements.

WIRELESS FACILITIES SITING

     States and localities are not permitted to regulate the placement of
wireless facilities so as to "prohibit" the provision of wireless services or to
"discriminate" among providers of those services. In addition, so long as a
wireless system complies with the FCC's rules, states and localities are
prohibited from using radio frequency health effects as a basis to regulate the
placement, construction or operation of wireless facilities. These rules are
designed to make it possible for Sprint PCS and its managers and affiliates and
other wireless entities to acquire necessary tower sites in the face of local
zoning opposition and delays. The FCC is considering numerous requests for
preemption of local actions affecting wireless facilities siting.

EQUAL ACCESS

     Wireless providers are not required to provide long distance carriers with
equal access to wireless customers for the provision of toll services. This
enables us and Sprint PCS to generate additional revenues by reselling the toll
services of Sprint PCS and other interexchange carriers from whom we can obtain
favorable volume discounts. However, the FCC is authorized to require unblocked
access to toll service providers subject to certain conditions.

STATE REGULATION OF WIRELESS SERVICE

     Section 332 of the Communications Act preempts states from regulating the
rates and entry of commercial mobile radio service providers. Section 332 does
not prohibit a state from regulating the other terms and conditions of
commercial mobile services, including consumer billing information and
practices, billing disputes and other consumer protection matters. However,
states may petition the FCC to regulate those providers and the FCC may grant
that petition if the state demonstrates that:

     o   market conditions fail to protect subscribers from unjust and
         unreasonable rates or rates that are unjustly or unreasonably
         discriminatory; or

     o   such market conditions exist and commercial mobile radio service is a
         replacement for a substantial portion of the landline telephone service
         within the state.

     To date, the FCC has granted no such petition. To the extent Sprint PCS and
its managers and affiliates provide fixed wireless service, we may be subject to
additional state regulation. These standards and rulings have prevented states
from delaying the entry of wireless personal communications services and other
wireless carriers into their jurisdictions via certification and similar
requirements, and from delaying or inhibiting aggressive or flexible wireless
price competition after entry.


                                       81
<PAGE>

                    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                              OWNERS AND MANAGEMENT

     Alamosa (Delaware) is a direct wholly-owned subsidiary of Alamosa PCS
Holdings which, in turn, is a direct wholly-owned subsidiary of Alamosa
Holdings. Alamosa Holdings' shares of common stock are quoted on The Nasdaq
National Market System under the symbol "APCS." The amended and restated by-laws
of each of Alamosa PCS Holdings and Alamosa Holdings contain a pass-through
voting provision which together have the effect of requiring that the shares of
common stock of Alamosa (Delaware) that are owned by Alamosa PCS Holdings may
only be voted by Alamosa PCS Holdings in proportion to the vote of, or as
directed by the vote of, the stockholders of Alamosa Holdings.

     The following table sets forth certain information as of April 16, 2001
(except as otherwise indicated) with respect to the number of shares of common
stock of Alamosa Holdings beneficially owned by each person who is known to us
to be the beneficial owner of more than 5% of the common stock of Alamosa
Holdings, the number of shares of common stock beneficially owned by each
executive officer, director and nominee for director of Alamosa Holdings, and
all current executive officers and directors of Alamosa Holdings as a group.
Except as otherwise indicated, each such stockholder has sole voting and
investment power with respect to the shares beneficially owned by such
stockholder.

<TABLE>
<CAPTION>

NAME AND ADDRESS (1)                                             NUMBER OF SHARES            PERCENTAGE OF
                                                                BENEFICIALLY OWNED (2)        OWNERSHIP
5% STOCKHOLDERS:
<S>                                                              <C>                         <C>
Caroline Hunt Trust Estate                                         8,801,866 (3)                 9.57%
100 Crescent Court, Suite 1700
Dallas, TX 75201

South Plains Telephone Cooperative, Inc.                           8,769,732 (4)                 9.54%
2425 Marshall Street
Lubbock, TX 79415

Budagher Family, LLC                                               7,312,776 (5)                 7.95%
3702 Holland Avenue
Dallas, TX 75219

Taylor Telephone Cooperative, Inc                                  5,175,700 (6)                 5.63%
9796 N. Interstate 20
Merkel, TX 79536

DIRECTORS AND EXECUTIVE OFFICERS:

David E. Sharbutt                                                  1,369,724 (7)                 1.48%
Michael R. Budagher                                                7,312,776 (5)                 7.95%
Ray M. Clapp                                                         107,175 (8)                 *
Kendall W. Cowan                                                     291,000 (9)                 *
Scotty Hart                                                           29,300 (10)                *
Thomas Hyde                                                           28,000 (11)                *
Schuyler B. Marshall                                                 138,000 (12)                *
Tom M. Phelps                                                         31,325 (13)                *
Thomas F. Riley, Jr.                                                 166,500                     *
Loyd I. Rinehart                                                      33,334 (14)                *
Michael V. Roberts                                                 6,753,500 (15)                7.35%
</TABLE>


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<PAGE>


<TABLE>
<CAPTION>

NAME AND ADDRESS (1)                                             NUMBER OF SHARES            PERCENTAGE OF
                                                                BENEFICIALLY OWNED (2)        OWNERSHIP
<S>                                                                <C>                           <C>
Steven C. Roberts                                                  6,763,650 (16)                7.36%
Anthony Sabatino                                                      30,000 (17)                *
Jimmy R. White                                                        29,014 (18)                *
All Directors and Executive Officers as a Group (14 persons)      23,083,798                    24.83%
</TABLE>


--------------
*    Less then one percent.

(1)  Except as otherwise indicated in the footnotes below, the address for each
     executive officer and director is 5225 S. Loop 289, Lubbock, Texas 79424.

(2)  Percentage of ownership is based on 91,946,843 shares of common stock
     outstanding as of April 16, 2001. Beneficial ownership is determined in
     accordance with Rule 13d-3 of the Exchange Act. A person is deemed to be
     the beneficial owner of any shares of common stock if that person has or
     shares voting power or investment power with respect to that common stock,
     or has the right to acquire beneficial ownership at any time within 60 days
     of the date of the table. As used herein, "voting power" is the power to
     vote or direct the voting of shares and "investment power" is the power to
     dispose or direct the disposition of shares.

(3)  The share information reflected is based upon a statement on Amendment No.
     1 to a Schedule 13D filed jointly by Caroline Hunt Trust Estate, The
     Rosewood Corporation, Rosewood Financial, Inc. Rosewood Management
     Corporation and Fortress Venture Capital II, L.P. on April 12, 2001 with
     the Securities and Exchange Commission (the "SEC"). The Rosewood
     Corporation is a wholly-owned subsidiary of Caroline Hunt Trust Estate and
     Rosewood Financial, Inc. is an indirect wholly-owned subsidiary of Caroline
     Hunt Trust Estate and The Rosewood Corporation. Rosewood Management
     Corporation is a wholly-owned subsidiary of The Rosewood Corporation and
     serves as the general partner of Fortress Venture Capital II, L.P. Caroline
     Hunt Trust Estate and The Rosewood Corporation may be deemed to be the
     beneficial owner of the shares held of record by Rosewood Financial, Inc.,
     as a result of their parent-subsidiary relationship. Rosewood Management
     Corporation may be deemed to be the beneficial owner of the shares held of
     record by Fortress Venture Capital II, L.P., as a result of its general
     partnership status. Caroline Hunt Trust Estate, The Rosewood Corporation
     and Rosewood Financial, Inc. may be deemed to be the beneficial owner of
     the shares held of record by Fortress Venture Capital II, L.P., as a result
     of their parent-subsidiary relationship with Rosewood Management
     Corporation. Caroline Hunt Trust Estate, The Rosewood Corporation and
     Rosewood Financial, Inc. disclaim beneficial ownership of any shares held
     by Rosewood Management Corporation or Fortress Venture Capital II, L.P.,
     and Rosewood Management Corporation and Fortress Venture Capital II, L.P.
     disclaim beneficial ownership of any shares held by Caroline Hunt Trust
     Estate, The Rosewood Corporation and Rosewood Financial, Inc. The address
     for The Rosewood Corporation, Rosewood Financial, Inc., Rosewood Management
     Corporation and Fortress Venture Capital II, L.P. is the same address for
     Caroline Hunt Trust Estate.

(4)  The share information reflected is based upon a statement on a Schedule 13D
     filed jointly by South Plains Telephone Cooperative, Inc. and South Plains
     Advanced Communications & Electronics, Inc. on February 7, 2000 with the
     SEC. South Plains Advanced Communications is a wholly-owned subsidiary of
     South Plains Telephone Cooperative, which may be deemed to be the
     beneficial owner of the shares held of record by South Plains Advanced
     Communications. South Plains Telephone Cooperative and South Plains Advance
     Communications share voting and investment power for these shares, as a
     result of their parent-subsidiary relationship. The address for South
     Plains Advanced Communications is the same as the address for South Plains
     Telephone Cooperative.

                                       83
<PAGE>

(5)  The share information reflected is based upon a statement on a Schedule 13D
     filed jointly by Mr. Budagher, Budagher Family, LLC and West Texas PCS, LLC
     on February 26, 2001 with the SEC. Budagher Family, LLC owns 100% of the
     membership interests in West Texas PCS, LLC and Mr. Budagher and his spouse
     and children own 100% of the membership interests in Budagher Family, LLC,
     each of which may also be deemed to be the beneficial owner of the shares
     held by West Texas PCS. Includes 28,000 shares issuable to Mr. Budagher
     pursuant to options currently exercisable and 7,284,776 shares for which
     Budagher Family, LLC, West Texas PCS and Mr. Budagher share voting and
     investment power, as a result of their parent-subsidiary and control person
     relationships. Mr. Budagher is the sole Manager and President of Budagher
     Family, LLC and the sole Manager of West Texas PCS. The address for
     Budagher Family, LLC and West Texas PCS is the same as the address for Mr.
     Budagher.

(6)  The share information reflected is based upon a statement on a Schedule 13D
     filed jointly by Taylor Telephone Cooperative, Inc. and Taylor
     Telecommunications, Inc. on February 7, 2000 with the SEC. Taylor
     Telecommunications is a wholly-owned subsidiary of Taylor Telephone
     Cooperative, which may be deemed to be the beneficial owner of the shares
     held of record by Taylor Telecommunications. Taylor Telephone Cooperative
     and Taylor Telecommunications share voting and investment power for these
     shares, as a result of their parent-subsidiary relationship. The address
     for Taylor Telecommunications is the same as the address for Taylor
     Telephone Cooperative.

(7)  Includes 242,500 shares held individually by Mr. Sharbutt, 48,824 shares
     held in Mr. Sharbutt's 401(k) plan, 593,200 shares beneficially owned by
     Five S, Ltd., 200 shares beneficially owned by Mr. Sharbutt's children and
     485,000 shares issuable pursuant to options currently exercisable. Mr.
     Sharbutt is a limited partner of Five S, Ltd. and President of Sharbutt
     Inc., the general partner of Five S Ltd., and may be considered a
     beneficial owner of the shares owned by Five S, Ltd. Mr. Sharbutt disclaims
     beneficial ownership of these shares, except to the extent of his pecuniary
     interest therein. Additionally, Mr. Sharbutt is a director, shareholder and
     the President of US Consultants, Inc., the general partner of Harness,
     Ltd., which holds 292,938 shares of common stock. Mr. Sharbutt disclaims
     beneficial ownership of the shares owned by Harness, Ltd. The address for
     Five S Ltd. is 4606 91st Street, Lubbock, Texas 79424 and the address for
     Harness, Ltd. is P.O. Box 65700, 4747 S. Loop 289, Lubbock, Texas 79464.

(8)  Includes 64,175 shares held individually by Mr. Clapp and 43,000 shares
     issuable pursuant to options currently exercisable. Includes 64,175 shares
     held individually by Mr. Clapp and 43,000 shares issuable pursuant to
     options currently exercisable. Excludes 8,801,866 shares held by Caroline
     Hunt Trust Estate and its subsidiaries, as to which Mr. Clapp disclaims
     beneficial ownership. Mr. Clapp is the Managing Director, Acquisitions and
     Investments for the Rosewood Corporation, which is a wholly-owned
     subsidiary of the Caroline Hunt Trust Estate. The address for Mr. Clapp is
     the same as the address for Caroline Hunt Trust Estate.

(9)  These shares are issuable pursuant to options currently exercisable.

(10) Includes 1,000 shares held individually by Mr. Hart, 28,000 shares issuable
     pursuant to options currently exercisable and 300 shares held by Lubbock
     HLH, Ltd. Mr. Hart controls Lubbock HLH, Ltd. and is a beneficial owner of
     the shares held by Lubbock HLH, Ltd. Excludes 8,769,732 shares held by
     South Plains Advanced Communications & Electronics, Inc., as to which Mr.
     Hart disclaims beneficial ownership. Mr. Hart is the General Manager of
     South Plains Telephone Cooperative and South Plains Advanced Communications
     & Electronics, a wholly-owned subsidiary of South Plains Telephone
     Cooperative. Mr. Hart's address is the same as the address for South Plains
     Telephone Cooperative.

(11) Includes 28,000 shares issuable pursuant to options currently exercisable.
     Excludes 5,175,700 shares held by Taylor Telecommunications, Inc., as to
     which Mr. Hyde disclaims beneficial ownership. Mr. Hyde is the Manager of
     Taylor Telephone Cooperative, Inc. and Taylor Telecommunications, a wholly-
     owned subsidiary of Taylor Telephone Cooperative. Mr. Hyde's address is the
     same as the address for Taylor Telephone Cooperative.

                                       84
<PAGE>

(12) Includes 110,000 shares held individually by Mr. Marshall, 500 shares held
     indirectly in an IRA account for Mr. Marshall and 28,000 shares issuable
     pursuant to options currently exercisable. Excludes 8,801,866 shares held
     by Caroline Hunt Trust Estate, as to which Mr. Marshall disclaims
     beneficial ownership. Mr. Marshall is the President of Rosewood Financial,
     Inc. and the Rosewood Corporation, both of which are wholly-owned
     subsidiaries of the Caroline Hunt Trust Estate. Additionally, Mr. Marshall
     is a Director of various Caroline Hunt Trust Estate subsidiaries. The
     address for Mr. Marshall is the same as the address for Caroline Hunt Trust
     Estate.

(13) Includes 3,325 shares held individually by Mr. Phelps and 28,000 shares
     issuable pursuant to options currently exercisable.

(14) These shares are issuable pursuant to options exercisable within 60 days.

(15) Includes 6,752,500 shares held individually by Mr. Roberts, 1,000 shares
     held by Mr. Roberts and his wife together and 250 shares owned by Roberts
     Broadcasting Company. Mr. Roberts is the Chairman, Chief Executive Officer
     and principal stockholder of Roberts Broadcasting Company and may be
     considered a beneficial owner of the shares owned by Roberts Broadcasting
     Company.

(16) Includes 6,754,500 shares held individually by Mr. Roberts, 2,500 shares
     held by Mr. Roberts and his wife together, 1,000 shares held by Mr.
     Roberts' wife, 5,400 shares Mr. Roberts' wife holds in custodial accounts
     for their minor children and 250 shares owned by Roberts Broadcasting
     Company. Mr. Roberts is the President and Chief Operating Officer and
     principal stockholder of Roberts Broadcasting Company and may be considered
     a beneficial owner of the shares owned by Roberts Broadcasting Company. Mr.
     Roberts disclaims beneficial ownership of the shares of common stock held
     in custodial accounts for his minor children.

(17) These shares are issuable pursuant to options currently exercisable.

(18) Includes 1,014 shares held individually by Mr. White and 28,000 shares
     issuable pursuant to options currently exercisable. Mr. White's address is
     Highway 87 North, Dalhart, TX 79022.



                                       85
<PAGE>

                              DESCRIPTION OF NOTES

     You can find the definitions of certain terms used in this description
under the subheading "Certain Definitions." In this description, the words
"Company" and "we" refer only to Alamosa (Delaware), Inc. and not to any of its
subsidiaries. When we refer to the term "Note" or "Notes," we are referring to
both the outstanding notes and the notes to be issued in the exchange offer.
When we refer to "Holders," we are referring to those persons who are registered
holders of the Notes on the books of the registrar appointed under the
Indenture.

GENERAL

     The terms of the registered notes we are issuing in this exchange offer and
the outstanding notes are identical in all material respects, except:

     o   The registered notes will have been registered under the Securities
         Act;

     o   the registered notes will not contain transfer restrictions and
         registration rights that relate to the outstanding notes; and

     o   the registered notes will not contain provisions relating to the
         payment of liquidated damages to be made to the holders of the
         outstanding notes under circumstances related to the timing of the
         exchange offer.

     The outstanding notes were issued and the registered notes will be issued
pursuant to an indenture dated as of January 31, 2001, as amended or
supplemented from time to time (the "Indenture"), among the Company, the
Subsidiary Guarantors and Wells Fargo Bank Minnesota, N.A., as trustee (the
"Trustee"). The Indenture is governed by the Trust Indenture Act of 1939 (the
"Trust Indenture Act"). The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act.

     We urge you to read the Indenture because it, and not this description,
defines your rights as a holder of the registered notes.

     The Company will issue Notes without coupons, in denominations of $1,000
and integral multiples of $1,000.

PRINCIPAL, MATURITY AND INTEREST

     The Notes will mature on February 1, 2011. We can issue a maximum of $250
million aggregate principal amount of Notes. Interest on the Notes will accrue
at the rate of 12 1/2% per annum and will be payable in cash semi-annually on
February 1 and August 1 of each year, beginning on August 1, 2001. The Company
will pay interest to those persons who were holders of record on the January 15
or July 15 immediately preceding each interest payment date. Interest on the
Notes will accrue from January 31, 2001 or, if interest has already been paid,
from the date it was most recently paid. Interest will be computed on the basis
of a 360-day year comprised of twelve 30-day months.

RANKING

     The Notes are:

     o   senior unsecured obligations of the Company (except to the extent of
         amounts secured under the security agreement);

     o   equal in ranking ("pari passu") with all existing and future senior
         debt of the Company, including the Senior Discount Notes;


                                       86
<PAGE>


     o   senior in right of payment to all existing and future subordinated debt
         of the Company; and

     o   guaranteed on a senior subordinated unsecured basis by the Subsidiary
         Guarantors.

     As of December 31, 2000, after giving effect to the offering of the
outstanding notes and the application of the net proceeds therefrom, and the
completion of the acquisition of Roberts, WOW and Southwest, the total
outstanding debt of the Company and the Subsidiary Guarantors, excluding unused
commitments made by lenders, would have been approximately $663 million. As of
that date, none of the Company's debt, after taking the same factors into
account, would have been subordinated to the Notes or the Subsidiary Guarantees.

     The Company only has a stockholder's claim in the assets of its
subsidiaries. This stockholder's claim is junior to the claims that creditors of
the Company's subsidiaries have against those subsidiaries. Holders of the Notes
will only be creditors of the Company and of those subsidiaries that are
Subsidiary Guarantors.

     All the operations of the Company are conducted through its subsidiaries.
Therefore, the Company's ability to service its debt, including the Notes, is
dependent upon the earnings of its subsidiaries, and their ability to distribute
those earnings as dividends, loans or other payments to the Company. Certain
laws restrict the ability of the Company's subsidiaries to pay dividends and
make loans and advances to it. In addition, the Credit Facilities may place
restrictions on the ability of the Restricted Subsidiaries to make distributions
to the Company. See "Risk Factors -- Risks Related to the Notes -- We are a
holding company and because the guarantees are unsecured and subordinated to
debt that encumbers our guarantor subsidiaries' assets, you may not be fully
repaid if we or our guarantor subsidiaries become insolvent." If the
restrictions described above are applied to subsidiaries that are not Subsidiary
Guarantors, then the Company would not be able to use the earnings of those
subsidiaries to make payments on the Notes. Furthermore, under certain
circumstances, bankruptcy "fraudulent conveyance" laws or other similar laws
could invalidate the Subsidiary Guarantees. If this were to occur, the Company
would also be unable to use the earnings of the Subsidiary Guarantors to the
extent they face restrictions on distributing funds to the Company. Any of the
situations described above could make it more difficult for the Company to
service its debt.

     The total balance sheet liabilities of the Subsidiary Guarantors, as of
December 31, 2000, after giving effect to the offering of the outstanding notes
and the senior secured credit facility and the application of the net proceeds
therefrom, excluding unused commitments made by lenders and the completion of
the acquisition of Roberts, WOW and Southwest, would have been approximately
$266 million.

     The Subsidiary Guarantors have other liabilities, including contingent
liabilities, that may be significant. As of the date of this prospectus, other
than Alamosa Delaware Operations, LLC, the Company does not have any
subsidiaries that are not Subsidiary Guarantors. The Indenture contains
limitations on the amount of additional Debt which the Company and the
Restricted Subsidiaries may Incur. However, the amounts of such Debt could be
substantial and may be Incurred either by Subsidiary Guarantors or by the
Company's other subsidiaries.

     The Notes are unsecured obligations of the Company and the Subsidiary
Guarantors (except to the extent of amounts secured under the Security
Agreement). Secured Debt of the Company and the Subsidiary Guarantors will be
effectively senior to the Notes to the extent of the value of the assets
securing such Debt. The Company has guaranteed all of the obligations under the
senior secured credit facility and has pledged substantially all of its assets
(other than certain cash amounts and certain other exceptions) to secure such
obligations under the senior secured credit facility.

     As of December 31, 2000, after giving effect to the offering of the
outstanding notes and the application of the net proceeds therefrom and giving
effect to the completion of the acquisitions of Roberts, WOW and Southwest, the
total outstanding secured Debt of the Company and the Subsidiary Guarantors,
excluding unused commitments made by lenders, would have been approximately $203
million.

     See "Risk Factors -- Risks Related to the Notes -- We are a holding company
and because the guarantees are unsecured and subordinated to debt that encumbers
our guarantor subsidiaries' assets, you may not be fully repaid if we or our
guarantor subsidiaries become insolvent" and "--Because federal and state
statutes may allow courts to

                                       87
<PAGE>

void the guarantees of the notes by our subsidiaries, you may not have the right
to receive any money pursuant to the guarantees."

SUBSIDIARY GUARANTEES

     The obligations of the Company under the Indenture, including the
repurchase obligation resulting from a Change of Control, will be fully and
unconditionally guaranteed, jointly and severally, on a senior subordinated,
unsecured basis, by all the existing and any future Domestic Restricted
Subsidiaries of the Company. However, the holders of any Designated Senior Debt
(as defined below) or their authorized representative must be provided written
notice of an Event of Default at least 10 business days prior to the Trustee or
any holder of Notes making any demand for payment under or exercising any right
or remedy with respect to a Subsidiary Guaranty and prior to any Subsidiary
Guarantor making payment under its Subsidiary Guaranty.

     If the Company sells or otherwise disposes of either:

     (1) its entire ownership interest in a Subsidiary Guarantor, or

     (2) all or substantially all the assets of a Subsidiary Guarantor,

such Subsidiary Guarantor will be released from all its obligations under its
Subsidiary Guaranty. In addition, if the Company redesignates a Subsidiary
Guarantor as an Unrestricted Subsidiary, which the Company can do under certain
circumstances, the redesignated Subsidiary Guarantor will be released from all
its obligations under its Subsidiary Guaranty. See "--Certain Covenants --
Designation of Restricted and Unrestricted Subsidiaries," "--Limitation on
Issuance or Sale of Capital Stock of Restricted Subsidiaries" and "--Merger,
Consolidation and Sale of Property."

     If any Subsidiary Guarantor makes payments under its Subsidiary Guaranty,
each of the Company and the other Subsidiary Guarantors must contribute their
share of such payments. The Company's and the other Subsidiary Guarantors'
shares of such payment will be computed based on the proportion that the net
worth of the Company or the relevant Subsidiary Guarantor represents relative to
the aggregate net worth of the Company and all the Subsidiary Guarantors
combined.

SUBORDINATION OF SUBSIDIARY GUARANTEES

     The obligations of the Subsidiary Guarantors under their respective
Subsidiary Guarantees will be subordinated to any obligations for Debt Incurred
pursuant to Credit Facilities (and Permitted Refinancing Debt in respect
thereof) (collectively, "Designated Senior Debt") as described below. As a
result of this subordination, holders of Designated Senior Debt will be entitled
to receive full payment in cash on all obligations owed to them before any
Subsidiary Guarantor can make any payment to Holders of the Notes in any of the
following situations or proceedings relating to such Subsidiary Guarantor:

     o   liquidation, dissolution or winding up;

     o   bankruptcy, reorganization, insolvency, receivership or similar
         proceedings;

     o   any assignment for the benefit of its creditors; or

     o   any marshaling of its assets and liabilities.

     As a result of the subordination referred to above, no Subsidiary Guarantor
may make any payment pursuant to its Obligations or repurchase, redeem or
otherwise retire or defease any Notes (collectively, "make a Subsidiary
Guarantor payment"), if:


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     (a) any principal, premium or interest in respect of any Designated Senior
         Debt is not paid when due (including at maturity), or

     (b) any other default on Designated Senior Debt occurs and the maturity of
         such Debt is accelerated in accordance with its terms,

unless, in either case,

         (1)   the default has been cured or waived and any such acceleration
               has been rescinded, or

         (2)   such Designated Senior Debt has been paid in full in cash;

provided, however, that a Subsidiary Guarantor may make a Subsidiary Guarantor
payment without regard to the foregoing if such Subsidiary Guarantor and the
Trustee receive written notice approving such payment from the holders of such
Designated Senior Debt.

     During the continuance of any default (other than a default described in
clause (a) or (b) above) under the Designated Senior Debt pursuant to which the
maturity thereof may be accelerated immediately without further notice (except
any notice required to effect the acceleration) or the expiration of any
applicable grace period, no Subsidiary Guarantor may make a Subsidiary Guarantor
payment for a period (a "Payment Blockage Period") commencing upon the receipt
by such Subsidiary Guarantor and the Trustee of written notice of such default
from a representative under the Credit Facilities specifying an election to
effect a Payment Blockage Period (a "Payment Blockage Notice") and ending 179
days thereafter, unless such Payment Blockage Period is earlier terminated:

     a.  by written notice to the Trustee and such Subsidiary Guarantor from the
         holders of such Designated Senior Debt,

     b.  because such default is no longer continuing, or

     c.  because all such Designated Senior Debt has been repaid in full in
         cash.

Unless the holders of Designated Senior Debt have accelerated the maturity of
such Designated Senior Debt and not rescinded such acceleration, a Subsidiary
Guarantor may (unless otherwise prohibited as described in the first or second
paragraphs of this section) resume making Subsidiary Guarantor payments after
the end of such Payment Blockage Period.

     Not more than one Payment Blockage Notice may be given in any consecutive
360-day period, irrespective of the number of defaults during such period.

     Upon any payment or distribution of the assets of a Subsidiary Guarantor
(1) upon a total or partial liquidation, dissolution or winding up of such
Subsidiary Guarantor, (2) in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to such Subsidiary Guarantor, (3)
upon an assignment for the benefit of creditors of such Subsidiary Guarantor or
(4) upon any marshaling of the assets and liabilities of such Subsidiary
Guarantor:

     o   the holders of Designated Senior Debt will be entitled to receive
         payment in full in cash before the holders of the Notes are entitled to
         receive any payment pursuant to the Subsidiary Guaranty of such
         Subsidiary Guarantor, except that holders of Notes may receive and
         retain shares of stock and any debt securities of such Subsidiary
         Guarantor that are subordinated to the Designated Senior Debt to at
         least the same extent as the Subsidiary Guaranty of such Subsidiary
         Guarantor is subordinated to the Designated Senior Debt; and


                                       89
<PAGE>

     o   until the Designated Senior Debt is paid in full in cash, any
         distribution to which holders of the Notes would be entitled but for
         the subordination provisions of the Indenture with respect to the
         Subsidiary Guarantees will be made to holders of such Designated Senior
         Debt. If a payment or distribution is made to holders of Notes that,
         due to the subordination provisions with respect to the Subsidiary
         Guarantees, should not have been made to them, such holders are
         required to hold it in trust for the holders of Designated Senior Debt
         and pay it over to them as their interests may appear.

     If payment of the Notes is accelerated when any Designated Senior Debt is
outstanding, no Subsidiary Guarantor may make a Subsidiary Guarantor payment
until ten business days after the holders of Designated Senior Debt receive
notice of such acceleration and, thereafter, may make a Subsidiary Guarantor
payment only if the Indenture otherwise permits payment at that time.

     Because of the Indenture's subordination provisions with respect to the
Subsidiary Guarantees, holders of Designated Senior Debt may recover
disproportionately more than the holders of the Notes recover in a bankruptcy or
similar proceeding relating to any Subsidiary Guarantor. In such a case, there
may be insufficient assets, or no assets, remaining to pay the principal of or
interest on the Notes.

SECURITY AGREEMENT

     Concurrently with the closing of the offering of the outstanding notes, we
deposited with Wells Fargo Bank Minnesota, N.A., as custody agent (the "Custody
Agent") under an agreement between us, the trustee under the notes indenture and
the Custody Agent (the "Security Agreement") approximately $59.0 million in U.S.
Government Obligations from the proceeds of such offering to secure on a pro
rata basis our payment obligations under the Notes and under our Senior Discount
Notes. Funds will be released from the security account to make interest
payments on the Notes or the Senior Discount Notes as they become due, so long
as at such time no Event of Default exists with respect to either set of notes.
The amount deposited in the security account, together with the proceeds from
the investment thereof, will be sufficient to pay when due the first four
interest payments on the Notes. Following disbursement from the custodial
account of funds sufficient to pay the interest payment on the notes due
February 1, 2003, any funds remaining in the custodial account will be returned
to the Company, provided no Event of Default exists with respect to the Notes or
the Senior Discount Notes. Pending such disbursements, all funds contained in
the custodial account will be invested in U.S. Government Obligations. Interest
earned on the U.S. Government Obligations will be placed in the custodial
account.

OPTIONAL REDEMPTION

     Except as set forth in the following paragraph, the Notes will not be
redeemable at the option of the Company prior to February 1, 2006. Starting on
that date, the Company may redeem all or any portion of the Notes, at once or
over time, after giving the required notice under the Indenture. The Notes may
be redeemed at the redemption prices set forth below, plus accrued and unpaid
interest, if any, to the redemption date (subject to the right of holders of
record on the relevant record date to receive interest due on the relevant
interest payment date). The following prices are for Notes redeemed during the
12-month period commencing on February 1 of the years set forth below, and are
expressed as percentages of principal amount:


               YEAR                     REDEMPTION PRICE

               2006                         106.250%
               2007                         104.167%
               2008                         102.083%
               2009 and thereafter          100.000%

     At any time and from time to time, prior to February 1, 2004, the Company
may redeem up to a maximum of 35% of the original aggregate principal amount at
maturity of the Notes with the proceeds of one or more Public Equity Offerings,
at a redemption price equal to 112.5% of the principal amount thereof, plus
accrued and unpaid

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<PAGE>

interest thereon, if any, to the redemption date (subject to the right of
holders of record on the relevant record date to receive interest due on the
relevant interest payment date); provided, however, that after giving effect to
any such redemption, at least 65% of the original aggregate principal amount of
the Notes remains outstanding. Any such redemption shall be made within 90 days
of such Public Equity Offering upon not less than 30 nor more than 60 days'
prior notice.

SINKING FUND

     There will be no mandatory sinking fund payments for the Notes.

REPURCHASE AT THE OPTION OF HOLDERS UPON A CHANGE OF CONTROL

     Upon the occurrence of a Change of Control, each holder of Notes will have
the right to require the Company to repurchase all or any part of such holder's
Notes pursuant to the offer described below (the "Change of Control Offer") at a
purchase price (the "Change of Control Purchase Price") equal to 101% of the
principal amount thereof, plus accrued and unpaid interest, if any, to the
purchase date (subject to the right of holders of record on the relevant record
date to receive interest due on the relevant interest payment date).

     Within 30 days following any Change of Control, the Company shall:

     a.  cause a notice of the Change of Control Offer to be sent at least once
         to the Dow Jones News Service or similar business news service in the
         United States, and

     b.  send, by first-class mail, with a copy to the Trustee, to each holder
         of Notes, at such holder's address appearing in the book of the
         registrar appointed under the indenture, a notice stating:

         (1)   that a Change of Control has occurred and a Change of Control
               Offer is being made pursuant to the covenant entitled "Repurchase
               at the Option of Holders Upon a Change of Control" and that all
               Notes timely tendered will be accepted for payment;

         (2)   the Change of Control Purchase Price and the purchase date, which
               shall be, subject to any contrary requirements of applicable law,
               a business day no earlier than 30 days nor later than 60 days
               from the date such notice is mailed;

         (3)   the circumstances and relevant facts regarding the Change of
               Control (including, if and to the extent material, information
               with respect to pro forma historical income, cash flow and
               capitalization after giving effect to the Change of Control); and

         (4)   the procedures that holders of Notes must follow in order to
               tender their Notes (or portions thereof) for payment, and the
               procedures that holders of Notes must follow in order to withdraw
               an election to tender Notes (or portions thereof) for payment.

     The Company will comply, to the extent applicable, with the requirements of
Section 14(e) of the Exchange Act and any other securities laws or regulations
in connection with the repurchase of Notes pursuant to a Change of Control
Offer. To the extent that the provisions of any securities laws or regulations
conflict with the provisions of the covenant described hereunder, the Company
will comply with the applicable securities laws and regulations and will not be
deemed to have breached its obligations under the covenant described hereunder
by virtue of such compliance.

     The Change of Control repurchase feature is a result of negotiations
between the Company and the initial purchasers of the outstanding notes.
Management has no present intention to engage in a transaction involving a
Change of Control, although it is possible that the Company would decide to do
so in the future. Subject to certain covenants described below, the Company
could, in the future, enter into certain transactions, including acquisitions,


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refinancings or other recapitalizations, that would not constitute a Change of
Control under the Indenture, but that could increase the amount of debt
outstanding at such time or otherwise affect the Company's capital structure or
credit ratings.

     The definition of Change of Control includes a phrase relating to the sale,
transfer, assignment, lease, conveyance or other disposition of "all or
substantially all" the Company's assets. Although there is a developing body of
case law interpreting the phrase "substantially all," there is no precise
established definition of the phrase under applicable law. Accordingly, if the
Company disposes of less than all its assets by any of the means described
above, the ability of a holder of Notes to require the Company to repurchase its
Notes may be uncertain. In such a case, holders of the Notes may not be able to
resolve this uncertainty without resorting to legal action.

     The senior secured credit facility provides that the occurrence of certain
of the events that would constitute a Change of Control would constitute a
default under such existing debt. Since the Subsidiary Guarantees are
subordinate in right of payment to the lenders under the senior secured credit
facility, the Subsidiary Guarantors could be prohibited from making payment
under the Subsidiary Guarantees. Other future debt of the Company may also
contain prohibitions of certain events which would constitute a Change of
Control or require such debt to be repurchased upon a Change of Control.
Moreover, the exercise by holders of Notes of their right to require the Company
to repurchase such Notes could cause a default under existing or future debt of
the Company, even if the Change of Control itself does not, due to the financial
effect of such repurchase on the Company. Finally, the Company's ability to pay
cash to holders of Notes upon a repurchase may be limited by the Company's then
existing financial resources. There can be no assurance that sufficient funds
will be available when necessary to make any required repurchases. The Company's
failure to purchase Notes in connection with a Change of Control would result in
a default under the Indenture. Such a default would, in turn, constitute a
default under existing debt of the Company and may constitute a default under
future debt as well. Since the Subsidiary Guarantees are subordinate in right of
payment to the lenders under the senior secured credit facility, the Subsidiary
Guarantors would first be obligated to pay any Debt Incurred pursuant to the
senior secured credit facility in full before repurchasing any of the Notes. See
"Risk Factors -- Risks Related to the Notes -- We may be unable to purchase the
notes upon a change of control." The Company's obligation to make an offer to
repurchase the Notes as a result of a Change of Control may be waived or
modified at any time prior to the occurrence of such Change of Control with the
written consent of the holders of a majority in principal amount of the Notes.
See "--Amendments and Waivers."

CERTAIN COVENANTS

     LIMITATION ON DEBT. The Company shall not, and shall not permit any
Restricted Subsidiary to, Incur, directly or indirectly, any Debt unless, after
giving effect to the application of the proceeds thereof, no Default or Event of
Default would occur as a consequence of such Incurrence or be continuing
following such Incurrence and:

         (1)   such Debt is Debt of the Company or a Subsidiary Guarantor and
               after giving effect to the Incurrence of such Debt and the
               application of the proceeds thereof, the Leverage Ratio of the
               Company and the Restricted Subsidiaries (calculated on a
               consolidated basis using Annualized Pro Forma EBITDA which gives
               pro forma effect to those Asset Sales, Investments or
               acquisitions of Property described in the definition of Pro Forma
               EBITDA) would not exceed (a) 7.0 to 1.0, if the Debt is to be
               Incurred prior to January 1, 2004, or (b) 6.0 to 1.0, if the Debt
               is to be Incurred on or after January 1, 2004; or

         (2)   such Debt is Debt of the Company or a Subsidiary Guarantor and is
               Incurred prior to January 1, 2004, provided that after giving
               effect to the Incurrence of such Debt and the application of the
               proceeds thereof, the total Debt of the Company and its
               Restricted Subsidiaries on a consolidated basis would be equal to
               or less than 75% of Total Invested Capital; or

         (3)   such Debt is Permitted Debt.


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<PAGE>

     The term "Permitted Debt" is defined to include obligations which meet the
requirements of any of the following clauses (a) through (i):

     a.  Debt of the Company evidenced by the Notes and the Senior Discount
         Notes and of Subsidiary Guarantors evidenced by Subsidiary Guarantees
         relating to the Notes and the Senior Discount Notes;

     b.  Debt of the Company or a Subsidiary Guarantor under any Credit
         Facilities, provided that the aggregate principal amount of all such
         Debt under Credit Facilities at any one time outstanding shall not
         exceed the sum of (i) $250 million plus (ii) 85% of Eligible
         Receivables, which sum shall be permanently reduced by the amount of
         Net Available Cash used to Repay Debt under the Credit Facilities, and
         not subsequently reinvested in Additional Assets or used to purchase
         Notes or Repay other Debt, pursuant to the covenant described under
         "--Limitation on Asset Sales";

     c.  Debt in respect of Capital Lease Obligations and Purchase Money Debt,
         provided that:

         (1)   the aggregate principal amount of such Debt does not exceed the
               Fair Market Value (on the date of the Incurrence thereof) of the
               Property acquired, constructed or leased, and

         (2)   the aggregate principal amount of all Debt Incurred and then
               outstanding pursuant to this clause (c) (together with all
               Permitted Refinancing Debt Incurred and then outstanding in
               respect of Debt previously Incurred pursuant to this clause (c))
               does not exceed $50 million;

     d.  Debt of the Company owing to and held by any Restricted Subsidiary and
         Debt of a Restricted Subsidiary owing to and held by the Company or any
         Restricted Subsidiary; provided, however, that any subsequent issue or
         transfer of Capital Stock or other event that results in any such
         Restricted Subsidiary ceasing to be a Restricted Subsidiary or any
         subsequent transfer of any such Debt (except to the Company or another
         Restricted Subsidiary) shall be deemed, in each case, to constitute the
         Incurrence of such Debt by the issuer thereof;

     e.  Debt under Interest Rate Agreements entered into by the Company or a
         Restricted Subsidiary for the purpose of limiting interest rate risk in
         the ordinary course of the financial management of the Company or such
         Restricted Subsidiary and not for speculative purposes, provided that
         the obligations under such agreements are related to payment
         obligations on Debt otherwise permitted by the terms of this covenant;

     f.  Debt in connection with one or more standby letters of credit or
         performance bonds issued by the Company or a Restricted Subsidiary in
         the ordinary course of business or pursuant to self-insurance
         obligations and not in connection with the borrowing of money or the
         obtaining of advances or credit;

     g.  Debt outstanding on the Issue Date not otherwise described in clauses
         (a) through (f) above;

     h.  Permitted Refinancing Debt Incurred in respect of Debt Incurred
         pursuant to clause (1) or (2) of the first paragraph of this covenant
         or clause (a), (c) or (g) above; and

     i.  additional Debt of the Company in an aggregate principal amount
         outstanding at any one time not to exceed $50 million.

     For purposes of determining compliance with this covenant,


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<PAGE>

     a.  in the event that any Debt is allowed to be Incurred pursuant to more
         than one of the categories of Debt described above, including clauses
         (1) or (2) of the first paragraph of this covenant or as Permitted
         Debt, the Company, in its sole discretion, will classify such Debt, as
         of the time of Incurrence thereof, as Debt incurred pursuant to a
         particular clause under the first paragraph of this covenant, and if
         Incurred as Permitted Debt will specify under which clause of Permitted
         Debt the Debt is Incurred; and

     b.  Debt may be divided and classified in more than one of the categories
         of Debt described above.

     Notwithstanding anything to the contrary contained in this covenant,

     a.  the Company shall not, and shall not permit any Subsidiary Guarantor
         to, Incur any Debt pursuant to this covenant if the proceeds thereof
         are used, directly or indirectly, to Refinance any Subordinated
         Obligations unless such Debt shall be subordinated to the Notes or the
         applicable Subsidiary Guaranty, as the case may be, to at least the
         same extent as such Subordinated Obligations, and

     b.  the Company shall not permit any Restricted Subsidiary that is not a
         Subsidiary Guarantor to Incur any Debt pursuant to this covenant if the
         proceeds thereof are used, directly or indirectly, to Refinance any
         Debt of the Company or any Subsidiary Guarantor.

     LIMITATION ON RESTRICTED PAYMENTS. The Company shall not make, and shall
not permit any Restricted Subsidiary to make, directly or indirectly, any
Restricted Payment if at the time of, and after giving effect to, such proposed
Restricted Payment,

     a.  a Default or Event of Default shall have occurred and be continuing,

     b.  the Company could not Incur at least $1.00 of additional Debt pursuant
         to clause (1) or (2) of the first paragraph of the covenant described
         under "--Limitation on Debt", or

     c.  the aggregate amount of such Restricted Payment and all other
         Restricted Payments declared or made since February 8, 2000 (the amount
         of any Restricted Payment, if made other than in cash, to be based upon
         Fair Market Value) would exceed an amount equal to the sum of:

         (1)   the result of:

               (a)   Cumulative EBITDA, minus

               (b)   the product of 1.5 and Cumulative Interest Expense, plus

         (2)   Capital Stock Sale Proceeds, plus

         (3)   the sum of:

               (a)  the aggregate net cash proceeds received by the Company or
                    any Restricted Subsidiary from the issuance or sale after
                    February 8, 2000 of convertible or exchangeable Debt that
                    has been converted into or exchanged for Capital Stock
                    (other than Disqualified Stock) of the Company or any direct
                    or indirect parent holding company of the Company, and

               (b)  the aggregate amount by which Debt (other than Subordinated
                    Obligations) of the Company or any Restricted Subsidiary is
                    reduced on the Company's consolidated balance sheet on or
                    after February 8, 2000 upon the conversion or exchange of
                    any Debt issued or sold on or prior to February 8, 2000 that
                    is convert-

                                       94
<PAGE>

                    ible or exchangeable for Capital Stock (other than
                    Disqualified Stock) of the Company or any direct or indirect
                    parent holding company of the Company,

               excluding, in the case of clause (A) or (B):

                    (x)   any such Debt issued or sold to the Company or a
                          Subsidiary of the Company or an employee stock
                          ownership plan or trust established by the Company or
                          any such Subsidiary for the benefit of their
                          employees, and

                    (y)   the aggregate amount of any cash or other Property
                          distributed by the Company or any Restricted
                          Subsidiary upon any such conversion or exchange,

         plus

         (4)   an amount equal to the sum of:

               (a)  the net reduction in Investments in any Person other than
                    the Company or a Restricted Subsidiary resulting from
                    dividends, repayments of loans or advances or other
                    transfers of Property, in each case to the Company or any
                    Restricted Subsidiary from such Person, less the cost of the
                    disposition of such Investment, plus

               (b)  the portion (proportionate to the Company's equity interest
                    in such Unrestricted Subsidiary) of the Fair Market Value of
                    the net assets of an Unrestricted Subsidiary at the time
                    such Unrestricted Subsidiary is designated a Restricted
                    Subsidiary;

         provided, however, that the sum in this clause (4) shall not exceed, in
         the case of any Person, the amount of Investments previously made (and
         treated as a Restricted Payment) by the Company or any Restricted
         Subsidiary in such Person.

     Notwithstanding the foregoing limitation, the Company may take any action
if it is in compliance with any of the following clauses (a) through (f):

     a.  pay dividends on its Capital Stock within 60 days of the declaration
         thereof if, on said declaration date, such dividends could have been
         paid in compliance with the Indenture; provided, however, that at the
         time of such payment of such dividend, no other Default or Event of
         Default shall have occurred and be continuing (or result therefrom);
         provided further, however, that such dividend shall be included in the
         calculation of the amount of Restricted Payments;

     b.  purchase, repurchase, redeem, legally defease, acquire or retire for
         value Capital Stock of the Company or Subordinated Obligations in
         exchange for, or out of the proceeds of the substantially concurrent
         sale of, Capital Stock of the Company (other than Disqualified Stock
         and other than Capital Stock issued or sold to a Subsidiary of the
         Company or an employee stock ownership plan or trust established by the
         Company or any such Subsidiary for the benefit of their employees);
         provided, however, that:

         (1)   such purchase, repurchase, redemption, legal defeasance,
               acquisition or retirement shall be excluded in the calculation of
               the amount of Restricted Payments, and


                                       95
<PAGE>

         (2)   the Capital Stock Sale Proceeds from such exchange or sale shall
               be excluded from the calculation pursuant to clause (c)(2) above;

     c.  purchase, repurchase, redeem, legally defease, acquire or retire for
         value any Subordinated Obligations in exchange for, or out of the
         proceeds of the substantially concurrent sale of, Permitted Refinancing
         Debt; provided, however, that such purchase, repurchase, redemption,
         legal defeasance, acquisition or retirement shall be excluded in the
         calculation of the amount of Restricted Payments;

     d.  make a Restricted Payment, if at the time the Company or any Restricted
         Subsidiary first Incurred a commitment for such Restricted Payment,
         such Restricted Payment could have been made; provided, however, that
         all commitments Incurred and outstanding shall be treated as if such
         commitments were Restricted Payments expended by the Company or a
         Restricted Subsidiary at the time the commitments were Incurred, except
         that commitments Incurred and outstanding that are treated as a
         Restricted Payment expended by the Company or a Restricted Subsidiary
         and that are terminated shall no longer be treated as a Restricted
         Payment expended by the Company or a Restricted Subsidiary upon the
         termination of such commitment;

     e.  repurchase shares of, or options to purchase shares of, common stock of
         the Company or any of its Subsidiaries (or pay dividends on its capital
         stock for the purpose of enabling any direct or indirect parent company
         of the Company to repurchase shares of, or options to purchase shares
         of, its common stock) from current or former officers, directors or
         employees of the Company or any of its Subsidiaries or any direct or
         indirect parent holding company of the Company (or permitted
         transferees of such current or former officers, directors or
         employees), pursuant to the terms of agreements (including employment
         agreements) or plans (or amendments thereto) approved by the Board of
         Directors of the Company or such parent holding company under which
         such individuals purchase or sell, or are granted the option to
         purchase or sell, shares of such common stock; provided, however, that:

         (1)   the aggregate amount of such repurchases shall not exceed $3
               million in any calendar year, although any unused amount in any
               calendar year may be carried forward to one or more future
               calendar years, and

         (2)   at the time of such repurchase, no other Default or Event of
               Default shall have occurred and be continuing (or result
               therefrom);

         provided further, however, that such repurchases (and such dividends
         made to facilitate such repurchases) shall be included in the
         calculation of the amount of Restricted Payments; and

     f.  make Investments in any Person, provided that the Fair Market Value
         thereof, measured on the date each such Investment was made or
         returned, as applicable, when taken together with all other Investments
         made pursuant to this clause (f), does not exceed the sum of $50
         million, plus the aggregate amount of the net reduction in Investments
         in any Person made pursuant to this clause (f) on and after February 8,
         2000 resulting from dividends, repayments of loans or other transfers
         of Property, in each case to the Company or any Restricted Subsidiary
         from such Person, except to the extent that any such net reduction
         amount is included in the amount calculated pursuant to clause (c) of
         the preceding paragraph or any other clause of this paragraph;
         provided, however, that at the time of such Investment, no other
         Default or Event of Default shall have occurred and be continuing (or
         result therefrom); provided further, however, that such Investment
         shall be included in the calculation of the amount of Restricted
         Payments.

     LIMITATION ON LIENS. The Company shall not, and shall not permit any
Restricted Subsidiary to, directly or indirectly, Incur or suffer to exist, any
Lien (other than Permitted Liens) upon any of its Property (including Capital


                                       96
<PAGE>

Stock of a Restricted Subsidiary), whether owned at the Issue Date or thereafter
acquired, or any interest therein or any income or profits therefrom, unless it
has made or will make effective provision whereby the Notes or the applicable
Subsidiary Guaranty will be secured by such Lien equally and ratably with (or
prior to) all other Debt of the Company or any Restricted Subsidiary secured by
such Lien.

     LIMITATION ON ISSUANCE OR SALE OF CAPITAL STOCK OF RESTRICTED SUBSIDIARIES.
The Company shall not:

     a.  sell, pledge, hypothecate or otherwise dispose of any shares of Capital
         Stock of a Restricted Subsidiary, except pledges of Capital Stock which
         constitute Permitted Liens, or

     b.  permit any Restricted Subsidiary to, directly or indirectly, issue or
         sell or otherwise dispose of any shares of its Capital Stock,

other than, in the case of either (a) or (b):

         (1)   directors' qualifying shares,

         (2)   to the Company or a Restricted Subsidiary,

         (3)   a disposition of Capital Stock of such Restricted Subsidiary
               where immediately after giving effect thereto, either such
               Restricted Subsidiary remains a Restricted Subsidiary or the
               Company and the Restricted Subsidiaries no longer own any Capital
               Stock of such entity, provided, however, that, in the case of
               this clause (3),

               (a)  such issuance, sale or disposition is effected in compliance
                    with the covenant described under "--Limitation on Asset
                    Sales," and

               (b)  upon consummation of any such disposition which results in
                    the Company and the Restricted Subsidiaries no longer owning
                    any Capital Stock of an entity and execution and delivery of
                    a supplemental indenture in form satisfactory to the
                    Trustee, such entity shall be released from any Subsidiary
                    Guaranty previously made by such entity,

         (4)   the transfer, conveyance, sale or other disposition of shares
               required by applicable law or regulation,

         (5)   Capital Stock issued and outstanding on the Issue Date,

         (6)   Capital Stock of a Restricted Subsidiary issued and outstanding
               prior to the time that such Person becomes a Restricted
               Subsidiary so long as such Capital Stock was not issued in
               contemplation of such Person's becoming a Restricted Subsidiary
               or otherwise being acquired by the Company, or

         (7)   an issuance of Preferred Stock of a Restricted Subsidiary (other
               than Preferred Stock convertible or exchangeable into common
               stock of any Restricted Subsidiary) otherwise permitted by the
               Indenture.

     LIMITATION ON ASSET SALES. The Company shall not, and shall not permit any
Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale
unless:

     a.  the Company or such Restricted Subsidiary receives consideration at the
         time of such Asset Sale at least equal to the Fair Market Value of the
         Property subject to such Asset Sale;

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<PAGE>

     b.  at least 75% of the consideration paid to the Company or such
         Restricted Subsidiary in connection with such Asset Sale is in the form
         of cash or cash equivalents or Telecommunications Assets or the
         assumption by the purchaser of liabilities of the Company or any
         Restricted Subsidiary (other than liabilities that are by their terms
         subordinated to the Notes or the applicable Subsidiary Guaranty) as a
         result of which the Company and the Restricted Subsidiaries are no
         longer obligated with respect to such liabilities; and

     c.  the Company delivers an Officers' Certificate to the Trustee certifying
         that such Asset Sale complies with the foregoing clauses (a) and (b).

         The Net Available Cash (or any portion thereof) from Asset Sales may be
applied by the Company or a Restricted Subsidiary, to the extent the Company or
such Restricted Subsidiary elects (or is required by the terms of any Debt):

     a.  to Repay Senior Debt of the Company or any Subsidiary Guarantor
         (including the Notes and the Senior Discount Notes), or Debt of any
         Restricted Subsidiary that is not a Subsidiary Guarantor (excluding, in
         any such case, any Debt owed to the Company or an Affiliate of the
         Company); or

     b.  to reinvest in Additional Assets (including by means of an Investment
         in Additional Assets by a Restricted Subsidiary with Net Available Cash
         received by the Company or another Restricted Subsidiary).

     Any Net Available Cash from an Asset Sale not applied in accordance with
the preceding paragraph within 360 days from the date of the receipt of such Net
Available Cash shall constitute "Excess Proceeds." When the aggregate amount of
Excess Proceeds exceeds $10 million (taking into account income earned on such
Excess Proceeds, if any), the Company will be required to make an offer to
purchase (the "Prepayment Offer") the Notes which offer shall be in the amount
of the Allocable Excess Proceeds, on a pro rata basis according to principal
amount, at a purchase price equal to 100% of the principal amount thereof, plus
accrued and unpaid interest, if any, to the purchase date (subject to the right
of holders of record on the relevant record date to receive interest due on the
relevant interest payment date), in accordance with the procedures (including
prorating in the event of oversubscription) set forth in the Indenture. To the
extent that any portion of the amount of Net Available Cash remains after
compliance with the preceding sentence and provided that all holders of Notes
have been given the opportunity to tender their Notes for purchase in accordance
with the Indenture, the Company or such Restricted Subsidiary may use such
remaining amount for any purpose permitted by the Indenture and the amount of
Excess Proceeds will be reset to zero.

     The term "Allocable Excess Proceeds" will mean the product of:

     a.  the Excess Proceeds, and

     b.  a fraction,

         (1)   the numerator of which is the aggregate principal amount of the
               Notes outstanding on the date of the Prepayment Offer, and

         (2)   the denominator of which is the sum of the aggregate principal
               amount of the Notes outstanding on the date of the Prepayment
               Offer and the aggregate principal amount (or if Incurred with
               original issue discount, the aggregate accreted value) of other
               Debt of the Company (including the Senior Discount Notes)
               outstanding on the date of the Prepayment Offer that is pari
               passu in right of payment with the Notes and subject to terms and
               conditions in respect of Asset Sales similar to the covenant
               described hereunder and requiring the Company to make an offer to
               purchase such Debt at substantially the same time as the
               Prepayment Offer.


                                       98
<PAGE>

     Within five business days after the Company is obligated to make a
Prepayment Offer as described in the preceding paragraph, the Company shall send
a written notice, by first-class mail, to the holders of Notes, accompanied by
such information regarding the Company and its Subsidiaries as the Company in
good faith believes will enable such holders to make an informed decision with
respect to such Prepayment Offer. Such notice shall state, among other things,
the purchase price and the purchase date, which shall be, subject to any
contrary requirements of applicable law, a business day no earlier than 30 days
nor later than 60 days from the date such notice is mailed.

     The Company will comply, to the extent applicable, with the requirements of
Section 14(e) of the Exchange Act and any other securities laws or regulations
in connection with the repurchase of Notes pursuant to the covenant described
hereunder. To the extent that the provisions of any securities laws or
regulations conflict with provisions of the covenant described hereunder, the
Company will comply with the applicable securities laws and regulations and will
not be deemed to have breached its obligations under the covenant described
hereunder by virtue thereof.

     LIMITATION ON RESTRICTIONS ON DISTRIBUTIONS FROM RESTRICTED SUBSIDIARIES.
The Company shall not, and shall not permit any Restricted Subsidiary to,
directly or indirectly, create or otherwise cause or suffer to exist any
consensual restriction on the right of any Restricted Subsidiary to:

     a.  pay dividends, in cash or otherwise, or make any other distributions on
         or in respect of its Capital Stock, or pay any Debt or other obligation
         owed, to the Company or any other Restricted Subsidiary,

     b.  make any loans or advances to the Company or any other Restricted
         Subsidiary, or

     c.  transfer any of its Property to the Company or any other Restricted
         Subsidiary.

     The foregoing limitations will not apply:

         (1)   with respect to clauses (a), (b) and (c), to restrictions:

               (a)  contained in an agreement or instrument governing or
                    relating to Debt contained in any Credit Facility
                    outstanding pursuant to clause (b) of Permitted Debt in the
                    covenant described under "--Certain Covenants -- Limitation
                    on Debt"; provided, however, that:

                    (x)   the provisions of any Credit Facilities with a Stated
                          Maturity prior to the scheduled maturity date of the
                          Notes must permit distributions to the Company for the
                          sole purpose of, and in an amount sufficient to fund,
                          the payment of interest when due as scheduled in
                          respect of the Notes, and

                    (y)   the provisions of any Credit Facilities with a Stated
                          Maturity on or after the scheduled maturity date of
                          the Notes must permit distributions to the Company for
                          the sole purpose of, and in an amount sufficient to
                          fund, the payment of principal at scheduled maturity
                          and interest when due as scheduled in respect of the
                          Notes,

               (provided, in the case of both (x) and (y), that such payment is
               due or to become due within 30 days from the date of such
               distribution and the cash distributed is in fact utilized to meet
               such payment obligation) at a time, in the case of both (x) and
               (y), when there does not exist an event (or such distribution
               would not cause an event) which, with the passage of time or
               notice or both, would permit the lenders under any Credit
               Facility to

                                       99
<PAGE>

               declare all amounts thereunder due and payable; provided further,
               however, that such agreement or instrument may nevertheless
               contain customary financial covenants,

               (b)  relating to Debt of a Restricted Subsidiary and existing at
                    the time it became a Restricted Subsidiary if such
                    restriction was not created in connection with or in
                    anticipation of the transaction or series of transactions
                    pursuant to which such Restricted Subsidiary became a
                    Restricted Subsidiary or was acquired by the Company, or

               (c)  that result from the Refinancing of Debt Incurred pursuant
                    to an agreement referred to in clause (1)(A) or (B) above or
                    in clause (2)(A) or (B) below, provided such restriction is
                    not materially less favorable to the holders of Notes than
                    those under the agreement evidencing the Debt so Refinanced,
                    and

         (2)   with respect to clause (c) only, to restrictions:

               (a)  relating to Debt that is permitted to be Incurred and
                    secured without also securing the Notes or the applicable
                    Subsidiary Guaranty pursuant to the covenants described
                    under "--Limitation on Debt" and "--Limitation on Liens"
                    that limit the right of the debtor to dispose of the
                    Property securing such Debt,

               (b)  encumbering Property at the time such Property was acquired
                    by the Company or any Restricted Subsidiary, so long as such
                    restriction relates solely to the Property so acquired and
                    was not created in connection with or in anticipation of
                    such acquisition,

               (c)  resulting from customary provisions restricting subletting
                    or assignment of leases or licenses or customary provisions
                    in other agreements that restrict assignment of such
                    agreements or rights thereunder,

               (d)  customarily contained in property sale agreements limiting
                    the transfer of such Property pending the closing of such
                    sale, or

               (e)  customarily contained in Debt instruments limiting the sale
                    of all or substantially all the assets of the obligor.

     LIMITATION ON TRANSACTIONS WITH AFFILIATES. The Company shall not, and
shall not permit any Restricted Subsidiary to, directly or indirectly, conduct
any business or enter into or suffer to exist any transaction or series of
transactions (including the purchase, sale, transfer, assignment, lease,
conveyance or exchange of any Property or the rendering of any service) with, or
for the benefit of, any Affiliate of the Company (an "Affiliate Transaction"),
unless:

     a.  the terms of such Affiliate Transaction are:

         (1)   set forth in writing, and

         (2)   no less favorable to the Company or such Restricted Subsidiary,
               as the case may be, than those that could be obtained in a
               comparable arm's-length transaction with a Person that is not an
               Affiliate of the Company,

     b.  if such Affiliate Transaction involves aggregate payments or value in
         excess of $2 million, the Board of Directors (including a majority of
         the disinterested members of the Board of Directors) approves such
         Affiliate Transaction and, in its good faith judgment, believes that
         such Affiliate

                                      100
<PAGE>

         Transaction complies with clause (a)(2) of this paragraph as evidenced
         by a Board Resolution promptly delivered to the Trustee, and

     c.  if such Affiliate Transaction involves aggregate payments or value in
         excess of $15 million, the Company obtains a written opinion from an
         Independent Financial Advisor to the effect that the consideration to
         be paid or received in connection with such Affiliate Transaction is
         fair, from a financial point of view, to the Company and the Restricted
         Subsidiaries, taken as a whole.

     Notwithstanding the foregoing limitation, the Company or any Restricted
Subsidiary may enter into or suffer to exist the following:

     a.  any transaction or series of transactions between the Company and one
         or more Restricted Subsidiaries or between two or more Restricted
         Subsidiaries, provided that no more than 10% of the total voting power
         of the Voting Stock (on a fully diluted basis) of any such Restricted
         Subsidiary is owned by an Affiliate of the Company (other than a
         Restricted Subsidiary);

     b.  any Restricted Payment permitted to be made pursuant to the covenant
         described under "--Limitation on Restricted Payments" or any Permitted
         Investment;

     c.  the payment of compensation (including amounts paid pursuant to
         employee benefit plans) and the provision of benefits for the personal
         services of officers, directors and employees of the Company or any of
         the Restricted Subsidiaries, so long as the Board of Directors in good
         faith shall have approved the terms thereof;

     d.  loans and advances to employees made in the ordinary course of business
         and consistent with the past practices of the Company or such
         Restricted Subsidiary, as the case may be, provided that such loans and
         advances do not exceed $3 million in the aggregate at any one time
         outstanding; and

     e.  any transaction or series of transactions pursuant to any agreement in
         existence on the Issue Date, and any renewal, extension or replacement
         of such agreement on terms no less favorable to the Company and the
         Restricted Subsidiaries than the agreement in existence on the Issue
         Date.

     LIMITATION ON SALE AND LEASEBACK TRANSACTIONS. The Company shall not, and
shall not permit any Restricted Subsidiary to, enter into any Sale and Leaseback
Transaction with respect to any Property unless:

     a.  the Company or such Restricted Subsidiary would be entitled to:

         (1)   Incur Debt in an amount equal to the Attributable Debt with
               respect to such Sale and Leaseback Transaction pursuant to the
               covenant described under "--Limitation on Debt," and

         (2)   create a Lien on such Property securing such Attributable Debt
               without also securing the Notes or the applicable Subsidiary
               Guaranty pursuant to the covenant described under "--Limitation
               on Liens," and

     b.  such Sale and Leaseback Transaction is effected in compliance with the
         covenant described under "--Limitation on Asset Sales."

     DESIGNATION OF RESTRICTED AND UNRESTRICTED SUBSIDIARIES.  The Board of
Directors may designate any Subsidiary of the Company to be an Unrestricted
Subsidiary if:

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<PAGE>

     a.  the Subsidiary to be so designated does not own any Capital Stock or
         Debt of, or own or hold any Lien on any Property of, the Company or any
         other Restricted Subsidiary,

     b.  either:

         (1)  the Subsidiary to be so designated has total assets of $1,000 or
              less, or

         (2)  such designation is effective immediately upon such entity
              becoming a Subsidiary of the Company, and

     c.  neither the Company nor any Restricted Subsidiary is directly or
         indirectly liable for any Debt that provides that the holder thereof
         may (with the passage of time or notice or both) declare a default
         thereon or cause the payment thereof to be accelerated or payable prior
         to its Stated Maturity upon the occurrence of a default with respect to
         any Debt, Lien or other obligation of the Subsidiary to be so
         designated (including any right to take enforcement action against the
         Subsidiary to be so designated).

Unless so designated as an Unrestricted Subsidiary, any Person that becomes a
Subsidiary of the Company will be classified as a Restricted Subsidiary;
provided, however, that such Subsidiary shall not be designated a Restricted
Subsidiary and shall be automatically classified as an Unrestricted Subsidiary
if either of the requirements set forth in clauses (x) and (y) of the third
immediately following paragraph will not be satisfied after giving pro forma
effect to such classification or if such Person is a Subsidiary of an
Unrestricted Subsidiary.

     In addition, neither the Company nor any Restricted Subsidiary shall become
directly or indirectly liable for any Debt that provides that the holder thereof
may (with the passage of time or notice or both) declare a default thereon or
cause the payment thereof to be accelerated or payable prior to its Stated
Maturity upon the occurrence of a default with respect to any Debt, Lien or
other obligation of any Unrestricted Subsidiary (including any right to take
enforcement action against such Unrestricted Subsidiary).

     Except as provided in the first sentence of the second preceding paragraph,
no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. Upon
designation of a Restricted Subsidiary as an Unrestricted Subsidiary in
compliance with this covenant, such Restricted Subsidiary shall, by execution
and delivery of a supplemental indenture in form satisfactory to the Trustee, be
released from any Subsidiary Guaranty previously made by such Restricted
Subsidiary.

     The Board of Directors may designate any Unrestricted Subsidiary to be a
Restricted Subsidiary if, immediately after giving pro forma effect to such
designation,

     (x) the Company could Incur at least $1.00 of additional Debt pursuant to
         either clause (1) or clause (2) of the first paragraph of the covenant
         described under "--Limitation on Debt," and

     (y) no Default or Event of Default shall have occurred and be continuing or
         would result therefrom.

     Any such designation or redesignation by the Board of Directors will be
evidenced to the Trustee by filing with the Trustee a Board Resolution giving
effect to such designation or redesignation and an Officers' Certificate that:

     a.  certifies that such designation or redesignation complies with the
         foregoing provisions, and

     b.  gives the effective date of such designation or redesignation, such
         filing with the Trustee to occur within 45 days after the end of the
         fiscal quarter of the Company in which such designation or
         redesignation is made (or, in the case of a designation or
         redesignation made during the last fiscal quarter of the Company's
         fiscal year, within 90 days after the end of such fiscal year).

                                      102
<PAGE>

     LIMITATION ON COMPANY'S BUSINESS. The Company shall not, and shall not
permit any Restricted Subsidiary to engage in any business other than the
Telecommunications Business.

     FUTURE SUBSIDIARY GUARANTORS. The Company shall cause each Person that
becomes a Domestic Restricted Subsidiary following the Issue Date to execute and
deliver to the Trustee a Subsidiary Guaranty at the time such Person becomes a
Domestic Restricted Subsidiary.

     LIMITATION ON LAYERED DEBT. The Company shall not permit any Subsidiary
Guarantor to Incur, directly or indirectly, any Debt that is subordinate or
junior in right of payment to any Senior Debt unless such debt is expressly
subordinated in right of payment to, or ranks pari passu with, the Obligations
under its Subsidiary Guaranty.

MERGER, CONSOLIDATION AND SALE OF PROPERTY

     The Company shall not merge, consolidate or amalgamate with or into any
other Person (other than a merger of a Wholly Owned Restricted Subsidiary into
the Company) or sell, transfer, assign, lease, convey or otherwise dispose of
all or substantially all its Property in any one transaction or series of
transactions unless:

     a.  the Company shall be the surviving Person (the "Surviving Person") or
         the Surviving Person (if other than the Company) formed by such merger,
         consolidation or amalgamation or to which such sale, transfer,
         assignment, lease, conveyance or disposition is made shall be a
         corporation organized and existing under the laws of the United States
         of America, any State thereof or the District of Columbia;

     b.  the Surviving Person (if other than the Company) expressly assumes, by
         supplemental indenture in form satisfactory to the Trustee, executed
         and delivered to the Trustee by such Surviving Person, the due and
         punctual payment of the principal of, and premium, if any, and interest
         on, all the Notes, according to their tenor, and the due and punctual
         performance and observance of all the covenants and conditions of the
         Indenture to be performed by the Company;

     c.  in the case of a sale, transfer, assignment, lease, conveyance or other
         disposition of all or substantially all the Property of the Company,
         such Property shall have been transferred as an entirety or virtually
         as an entirety to one Person;

     d.  immediately before and after giving effect to such transaction or
         series of transactions on a pro forma basis (and treating, for purposes
         of this clause (d) and clause (e) below, any Debt that becomes, or is
         anticipated to become, an obligation of the Surviving Person or any
         Restricted Subsidiary as a result of such transaction or series of
         transactions as having been Incurred by the Surviving Person or such
         Restricted Subsidiary at the time of such transaction or series of
         transactions), no Default or Event of Default shall have occurred and
         be continuing;

     e.  immediately after giving effect to such transaction or series of
         transactions on a pro forma basis, the Company or the Surviving Person,
         as the case may be, would be able to Incur at least $1.00 of additional
         Debt under clause (1) or (2) of the first paragraph of the covenant
         described under "--Certain Covenants -- Limitation on Debt";

     f.  the Company shall deliver, or cause to be delivered, to the Trustee, in
         form and substance reasonably satisfactory to the Trustee, an Officers'
         Certificate and an Opinion of Counsel, each stating that such
         transaction and the supplemental indenture, if any, in respect thereto
         comply with this covenant and that all conditions precedent herein
         provided for relating to such transaction have been satisfied; and


                                      103
<PAGE>

     g.  the Surviving Company shall have delivered to the Trustee an Opinion of
         Counsel to the effect that the holders will not recognize income, gain
         or loss for Federal income tax purposes as a result of such transaction
         or series of transactions and will be subject to Federal income tax on
         the same amounts and at the same times as would be the case if the
         transaction or series of transactions had not occurred.

     The Company shall not permit any Subsidiary Guarantor to merge, consolidate
or amalgamate with or into any other Person (other than a merger of a Wholly
Owned Restricted Subsidiary into such Subsidiary Guarantor) or sell, transfer,
assign, lease, convey or otherwise dispose of all or substantially all such
Subsidiary Guarantor's Property in any one transaction or series of transactions
unless:

     a.  the Surviving Person (if not such Subsidiary Guarantor) formed by such
         merger, consolidation or amalgamation or to which such sale, transfer,
         assignment, lease, conveyance or disposition is made shall be a
         corporation organized and existing under the laws of the United States
         of America, any State thereof or the District of Columbia;

     b.  the Surviving Person (if other than such Subsidiary Guarantor)
         expressly assumes, by Subsidiary Guaranty in form satisfactory to the
         Trustee, executed and delivered to the Trustee by such Surviving
         Person, the due and punctual performance and observance of all the
         obligations of such Subsidiary Guarantor under its Subsidiary Guaranty;

     c.  in the case of a sale, transfer, assignment, lease, conveyance or other
         disposition of all or substantially all the Property of such
         Subsidiary Guarantor, such Property shall have been transferred as an
         entirety or virtually as an entirety to one Person;

     d.  immediately before and after giving effect to such transaction or
         series of transactions on a pro forma basis (and treating, for purposes
         of this clause (d) and clause (e) below, any Debt that becomes, or is
         anticipated to become, an obligation of the Surviving Person, the
         Company or any Restricted Subsidiary as a result of such transaction or
         series of transactions as having been Incurred by the Surviving Person,
         the Company or such Restricted Subsidiary at the time of such
         transaction or series of transactions), no Default or Event of Default
         shall have occurred and be continuing;

     e.  immediately after giving effect to such transaction or series of
         transactions on a pro forma basis, the Company would be able to Incur
         at least $1.00 of additional Debt under clause (1) or (2) of the first
         paragraph of the covenant described under "--Certain Covenants --
         Limitation on Debt"; and

     f.  the Company shall deliver, or cause to be delivered, to the Trustee, in
         form and substance reasonably satisfactory to the Trustee, an Officers'
         Certificate and an Opinion of Counsel, each stating that such
         transaction and such Subsidiary Guaranty, if any, in respect thereto
         comply with this covenant and that all conditions precedent herein
         provided for relating to such transaction have been satisfied.

The foregoing provisions (other than clause (d)) shall not apply to any
transactions which constitute an Asset Sale if the Company has complied with the
covenant described under "--Certain Covenants -- Limitation on Asset Sales."

     The Surviving Person shall succeed to, and be substituted for, and may
exercise every right and power of the Company under the Indenture (or of the
Subsidiary Guarantor under the Subsidiary Guaranty, as the case may be), but the
predecessor Company in the case of:

     a.  a sale, transfer, assignment, conveyance or other disposition (unless
         such sale, transfer, assignment, conveyance or other disposition is of
         all the assets of the Company as an entirety or virtually as an
         entirety), or


                                      104
<PAGE>

     b.  a lease,

shall not be released from the obligations to pay the principal of, and premium,
if any, and interest on, the Notes.

SEC REPORTS

     Notwithstanding that the Company may not be subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act, the Company shall file
with the SEC and provide the Trustee and holders of Notes with such annual
reports and such information, documents and other reports as are specified in
Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation
subject to such Sections, such information, documents and reports to be so filed
and provided at the times specified for the filing of such information,
documents and reports under such Sections; provided, however, that the Company
shall not be so obligated to file such information, documents and reports with
the SEC if the SEC does not permit such filings.

EVENTS OF DEFAULT

     Events of Default in respect of the Notes include:

         (1)   failure to make the payment of any interest on the Notes when the
               same becomes due and payable, and such failure continues for a
               period of 30 days;

         (2)   failure to make the payment of any principal of, or premium, if
               any, on, any of the Notes when the same becomes due and payable
               at its Stated Maturity, upon acceleration, redemption, optional
               redemption, required repurchase or otherwise;

         (3)   failure to comply with the covenant described under "--Merger,
               Consolidation and Sale of Property";

         (4)   failure to comply with any other covenant or agreement in the
               Notes or in the Indenture (other than a failure that is the
               subject of the foregoing clause (1), (2) or (3)) and such failure
               continues for 30 days after written notice is given to the
               Company as provided below;

         (5)   a default under any Debt by the Company or any Restricted
               Subsidiary that results in acceleration of the maturity of such
               Debt, or failure to pay any such Debt at maturity, in an
               aggregate amount greater than $15 million (the "cross
               acceleration provisions");

         (6)   any judgment or judgments for the payment of money in an
               aggregate amount in excess of $15 million that shall be rendered
               against the Company or any Restricted Subsidiary and that shall
               not be waived, satisfied or discharged for any period of 60
               consecutive days during which a stay of enforcement shall not be
               in effect (the "judgment default provisions");

         (7)   certain events involving bankruptcy, insolvency or reorganization
               of the Company or any Significant Subsidiary (the "bankruptcy
               provisions");

         (8)   any Subsidiary Guaranty ceases to be in full force and effect
               (other than in accordance with the terms of such Subsidiary
               Guaranty) or any Subsidiary Guarantor denies or disaffirms its
               obligations under its Subsidiary Guaranty (the "guaranty
               provisions"); and

         (9)   any event occurs that causes, after giving effect to the
               expiration of any applicable grace period, an Event of
               Termination with Sprint (the "event of termination provisions").


                                      105
<PAGE>

     A Default under clause (4) is not an Event of Default until the Trustee or
the holders of not less than 25% in aggregate principal amount at maturity of
the Notes then outstanding notify the Company of the Default and the Company
does not cure such Default within the time specified after receipt of such
notice. Such notice must specify the Default, demand that it be remedied and
state that such notice is a "Notice of Default."

     The Company shall deliver to the Trustee, within 30 days after the
occurrence thereof, written notice in the form of an Officers' Certificate of
any event that with the giving of notice and the lapse of time would become an
Event of Default, its status and what action the Company is taking or proposes
to take with respect thereto.

     If an Event of Default with respect to the Notes (other than an Event of
Default resulting from certain events involving bankruptcy, insolvency or
reorganization with respect to the Company) shall have occurred and be
continuing, the Trustee or the registered holders of not less than 25% in
aggregate principal amount at maturity of the Notes then outstanding may declare
to be immediately due and payable the principal amount of all the Notes then
outstanding, plus accrued but unpaid interest to the date of acceleration. In
case an Event of Default resulting from certain events of bankruptcy, insolvency
or reorganization with respect to the Company shall occur, such amount with
respect to all the Notes shall be due and payable immediately without any
declaration or other act on the part of the Trustee or the holders of the Notes.
After any such acceleration, but before a judgment or decree based on
acceleration is obtained by the Trustee, the registered holders of a majority in
aggregate principal amount of the Notes then outstanding may, under certain
circumstances, rescind and annul such acceleration if all Events of Default,
other than the nonpayment of accelerated principal, premium or interest, have
been cured or waived as provided in the Indenture.

     Subject to the provisions of the Indenture relating to the duties of the
Trustee, in case an Event of Default shall occur and be continuing, the Trustee
will be under no obligation to exercise any of its rights or powers under the
Indenture at the request or direction of any of the holders of the Notes, unless
such holders shall have offered to the Trustee reasonable indemnity. Subject to
such provisions for the indemnification of the Trustee, the holders of a
majority in aggregate principal amount of the Notes then outstanding will have
the right to direct the time, method and place of conducting any proceeding for
any remedy available to the Trustee or exercising any trust or power conferred
on the Trustee with respect to the Notes.

     No holder of Notes will have any right to institute any proceeding with
respect to the Indenture, or for the appointment of a receiver or trustee, or
for any remedy thereunder, unless:

     a.  such holder has previously given to the Trustee written notice of a
         continuing Event of Default,

     b.  the registered holders of at least 25% in aggregate principal amount of
         the Notes then outstanding have made written request and offered
         reasonable indemnity to the Trustee to institute such proceeding as
         trustee, and

     c.  the Trustee shall not have received from the registered holders of a
         majority in aggregate principal amount of the Notes then outstanding a
         direction inconsistent with such request and shall have failed to
         institute such proceeding within 60 days.

However, such limitations do not apply to a suit instituted by a holder of any
Note for enforcement of payment of the principal of, and premium, if any, or
interest on, such Note on or after the respective due dates expressed in such
Note.

AMENDMENTS AND WAIVERS

     Subject to certain exceptions, the Indenture may be amended with respect to
the Notes with the consent of the registered holders of a majority in aggregate
principal amount of the Notes then outstanding (including consents obtained in
connection with a tender offer or exchange offer for such Notes) and any past
default or compliance with any provisions may also be waived (except a default
in the payment of principal, premium or interest and certain

                                      106
<PAGE>

covenants and provisions of the Indenture which cannot be amended without the
consent of each holder of an outstanding Note) with the consent of the
registered holders of at least a majority in aggregate principal amount of the
Notes then outstanding. However, without the consent of each holder of an
outstanding Note, no amendment may, among other things,

         (1)   reduce the amount of Notes whose holders must consent to an
               amendment or waiver,

         (2)   reduce the rate of or extend the time for payment of interest on
               any Note,

         (3)   reduce the principal of or extend the Stated Maturity of any
               Note,

         (4)   make any Note payable in money other than that stated in the
               Note,

         (5)   impair the right of any holder of the Notes to receive payment of
               principal of and interest on such holder's Notes on or after the
               due dates therefor or to institute suit for the enforcement of
               any payment on or with respect to such holder's Notes or any
               Subsidiary Guaranty,

         (6)   subordinate the Notes or any Subsidiary Guaranty to any other
               obligation of the Company or the applicable Subsidiary Guarantor,

         (7)   release any security interest that may have been granted in favor
               of the holders of the Notes other than pursuant to the terms of
               such security interest,

         (8)   reduce the premium payable upon the redemption of any Note nor
               change the time at which any Note may be redeemed, as described
               under "--Optional Redemption,"

         (9)   reduce the premium payable upon a Change of Control or, at any
               time after a Change of Control has occurred, change the time at
               which the Change of Control Offer relating thereto must be made
               or at which the Notes must be repurchased pursuant to such Change
               of Control Offer,

         (10)  at any time after the Company is obligated to make a Prepayment
               Offer with the Excess Proceeds from Asset Sales, change the time
               at which such Prepayment Offer must be made or at which the Notes
               must be repurchased pursuant thereto, or

         (11)  make any change in any Subsidiary Guaranty or the subordination
               provisions with respect thereto that would adversely affect the
               holders of the Notes.

     Without the consent of any holder of the Notes, the Company and the Trustee
may amend the Indenture to:

     o   cure any ambiguity, omission, defect or inconsistency,

     o   provide for the assumption by a successor corporation of the
         obligations of the Company under the Indenture,

     o   provide for uncertificated Notes in addition to or in place of
         certificated Notes (provided that the uncertificated Notes are issued
         in registered form for purposes of Section 163(f) of the Code, or in a
         manner such that the uncertificated Notes are described in Section
         163(f)(2)(B) of the Code),

     o   add additional Guarantees with respect to the Notes or to release
         Subsidiary Guarantors from Subsidiary Guaranties as provided by the
         terms of the Indenture,


                                      107
<PAGE>

     o   secure the Notes, to add to the covenants of the Company for the
         benefit of the holders of the Notes or to surrender any right or power
         conferred upon the Company,

     o   make any change to the subordination provisions of the Indenture with
         respect to the Subsidiary Guaranties that would limit or terminate the
         benefits available to holders of Designated Senior Debt under such
         provisions, or

     o   make any change that does not materially adversely affect the rights of
         any holder of the Notes or to comply with any requirement of the SEC in
         connection with the qualification of the Indenture under the Trust
         Indenture Act.

     The consent of the holders of the Notes is not necessary to approve the
particular form of any proposed amendment. It is sufficient if such consent
approves the substance of the proposed amendment. After an amendment becomes
effective, the Company is required to mail to each registered holder of the
Notes at such holder's address appearing in the books of the registrar appointed
under the indenture a notice briefly describing such amendment. However, the
failure to give such notice to all holders of the Notes, or any defect therein,
will not impair or affect the validity of the amendment.

DEFEASANCE

     The Company at any time may terminate all its obligations, together with
all the obligations of all Restricted Subsidiaries, under the Notes and the
Indenture ("legal defeasance"), except for certain obligations, including those
respecting the defeasance trust and obligations to register the transfer or
exchange of the Notes, to replace mutilated, destroyed, lost or stolen Notes and
to maintain a registrar and paying agent in respect of the Notes. The Company at
any time may terminate:

         (1)   its obligations under the covenants described under "--Repurchase
               at the Option of Holders Upon a Change of Control" and "Certain
               Covenants,"

         (2)   the operation of the cross acceleration provisions, the judgment
               default provisions, the bankruptcy provisions with respect to
               Significant Subsidiaries, the guaranty provisions and the event
               of termination provisions described under "--Events of Default"
               above, and

         (3)   the limitations contained in clause (e) under the first paragraph
               of, and in the second paragraph of, "--Merger, Consolidation and
               Sale of Property" above ("covenant defeasance").

The Company may exercise its legal defeasance option notwithstanding its prior
exercise of its covenant defeasance option.

         If the Company exercises its legal defeasance option, payment of the
Notes may not be accelerated because of an Event of Default with respect
thereto. If the Company exercises its covenant defeasance option, payment of the
Notes may not be accelerated because of an Event of Default specified in clause
(4) (with respect to the covenants described under "--Certain Covenants"), (5),
(6), (7) (with respect only to Significant Subsidiaries), (8) or (9) under
"--Events of Default" above or because of the failure of the Company to comply
with clause (e) under the first paragraph of, or with the second paragraph of,
"--Merger, Consolidation and Sale of Property" above. If the Company exercises
its legal defeasance option or its covenant defeasance option, each Subsidiary
Guarantor will be released from all its obligations under its Subsidiary
Guaranty.

     The legal defeasance option or the covenant defeasance option may be
exercised only if:


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     a.  the Company irrevocably deposits in trust with the Trustee money or
         U.S. Government Obligations for the payment of principal of and
         interest on the Notes to maturity or redemption, as the case may be;

     b.  the Company delivers to the Trustee a certificate from a nationally
         recognized firm of independent certified public accountants expressing
         their opinion that the payments of principal and interest when due and
         without reinvestment on the deposited U.S. Government Obligations plus
         any deposited money without investment will provide cash at such times
         and in such amounts as will be sufficient to pay principal and interest
         when due on all the Notes to maturity or redemption, as the case may
         be;

     c.  123 days pass after the deposit is made and during the 123-day period
         no Default described in clause (7) under "--Events of Default" occurs
         with respect to the Company or any other Person making such deposit
         which is continuing at the end of the period;

     d.  no Default or Event of Default has occurred and is continuing on the
         date of such deposit and after giving effect thereto;

     e.  such deposit does not constitute a default under any other agreement or
         instrument binding on the Company;

     f.  the Company delivers to the Trustee an Opinion of Counsel to the effect
         that the trust resulting from the deposit does not constitute, or is
         qualified as, a regulated investment company under the Investment
         Company Act of 1940;

     g.  in the case of the legal defeasance option, the Company delivers to the
         Trustee an Opinion of Counsel stating that:

         (1)   the Company has received from the Internal Revenue Service a
               ruling, or

         (2)   since the date of the Indenture there has been a change in the
               applicable Federal income tax law, to the effect, in either case,
               that, and based thereon such Opinion of Counsel shall confirm
               that, the holders of the Notes will not recognize income, gain or
               loss for Federal income tax purposes as a result of such
               defeasance and will be subject to Federal income tax on the same
               amounts, in the same manner and at the same time as would have
               been the case if such defeasance has not occurred;

     h.  in the case of the covenant defeasance option, the Company delivers to
         the Trustee an Opinion of Counsel to the effect that the holders of the
         Notes will not recognize income, gain or loss for Federal income tax
         purposes as a result of such covenant defeasance and will be subject to
         Federal income tax on the same amounts, in the same manner and at the
         same times as would have been the case if such covenant defeasance had
         not occurred; and

     i.  the Company delivers to the Trustee an Officers' Certificate and an
         Opinion of Counsel, each stating that all conditions precedent to the
         defeasance and discharge of the Notes have been complied with as
         required by the Indenture.

GOVERNING LAW

     The Indenture and the Notes are governed by the internal laws of the State
of New York without reference to principles of conflicts of law.



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THE TRUSTEE

     Wells Fargo Bank Minnesota, N.A. is the Trustee under the Indenture.

     Except during the continuance of an Event of Default, the Trustee will
perform only such duties as are specifically set forth in the Indenture. During
the existence of an Event of Default, the Trustee will exercise such of the
rights and powers vested in it under the Indenture and use the same degree of
care and skill in its exercise as a prudent person would exercise under the
circumstances in the conduct of such person's own affairs.

CERTAIN DEFINITIONS

     Set forth below is a summary of certain of the defined terms used in the
Indenture. Reference is made to the Indenture for the full definition of all
such terms as well as any other capitalized terms used herein for which no
definition is provided. Unless the context otherwise requires, an accounting
term not otherwise defined has the meaning assigned to it in accordance with
GAAP.

     "Additional Assets" means:

     a.  any Property (other than cash, cash equivalents and securities) to be
         owned by the Company or any Restricted Subsidiary and used in a
         Telecommunications Business; or

     b.  Capital Stock of a Person that becomes a Restricted Subsidiary as a
         result of the acquisition of such Capital Stock by the Company or
         another Restricted Subsidiary from any Person other than the Company or
         an Affiliate of the Company; provided, however, that, in the case of
         this clause (b), such Restricted Subsidiary is primarily engaged in a
         Telecommunications Business.

     "Affiliate" of any specified Person means:

     a.  any other Person directly or indirectly controlling or controlled by or
         under direct or indirect common control with such specified Person, or

     b.  any other Person who is a director or officer of:

         (1)   such specified Person,

         (2)   any Subsidiary of such specified Person, or

         (3)   any Person described in clause (a) above.

For the purposes of this definition, "control" when used with respect to any
Person means the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing. For purposes of the covenants described
under "--Certain Covenants -- Limitation on Transactions with Affiliates and --
Limitation on Asset Sales" and the definition of "Additional Assets" only,
"Affiliate" shall also mean any beneficial owner of shares representing 10% or
more of the total voting power of the Voting Stock (on a fully diluted basis) of
the Company or of rights or warrants to purchase such Voting Stock (whether or
not currently exercisable) and any Person who would be an Affiliate of any such
beneficial owner pursuant to the first sentence hereof.

     "Annualized Pro Forma EBITDA" means, as of any date of determination, the
product of Pro Forma EBITDA for the Company's two most recently completed fiscal
quarters for which financial statements are available prior to such
determination date multiplied by two.

     "Asset Sale" means any sale, lease, transfer, issuance or other disposition
(or series of related sales, leases, transfers, issuances or dispositions) by
the Company or any Restricted Subsidiary, including any disposition by

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<PAGE>

means of a merger, consolidation or similar transaction (each referred to for
the purposes of this definition as a "disposition"), of:

     a.  any shares of Capital Stock of a Restricted Subsidiary (other than
         directors' qualifying shares), or

     b.  any other assets of the Company or any Restricted Subsidiary outside of
         the ordinary course of business of the Company or such Restricted
         Subsidiary,

other than, in the case of clause (a) or (b) above,

         (1)   any disposition by a Restricted Subsidiary to the Company or by
               the Company or a Restricted Subsidiary to a Wholly-Owned
               Restricted Subsidiary,

         (2)   any disposition that constitutes a Permitted Investment or
               Restricted Payment permitted by the covenant described under
               "--Certain Covenants -- Limitation on Restricted Payments,"

         (3)   any disposition effected in compliance with the first paragraph
               of the covenant described under "--Merger, Consolidation and Sale
               of Property," and

         (4)   disposition of assets having an aggregate Fair Market Value of,
               and for which the aggregate consideration received by the Company
               and its Restricted Subsidiaries is equal to, $1 million or less
               in any 12-month period.

     "Attributable Debt" in respect of a Sale and Leaseback Transaction means,
at any date of determination,

         a.    if such Sale and Leaseback Transaction is a Capital Lease
               Obligation, the amount of Debt represented thereby according to
               the definition of "Capital Lease Obligation," and

         b.    in all other instances, the present value (discounted at the
               interest rate borne by the Notes, compounded annually) of the
               total obligations of the lessee for rental payments during the
               remaining term of the lease included in such Sale and Leaseback
               Transaction (including any period for which such lease has been
               extended).

     "Average Life" means, as of any date of determination, with respect to any
Debt or Preferred Stock, the quotient obtained by dividing:

         a.    the sum of the product of the numbers of years (rounded to the
               nearest one-twelfth of one year) from the date of determination
               to the dates of each successive scheduled principal payment of
               such Debt or redemption or similar payment with respect to such
               Preferred Stock multiplied by the amount of such payment by

         b.    the sum of all such payments.

     "Capital Lease Obligations" means any obligation under a lease that is
required to be capitalized for financial reporting purposes in accordance with
GAAP; and the amount of Debt represented by such obligation shall be the
capitalized amount of such obligations determined in accordance with GAAP; and
the Stated Maturity thereof shall be the date of the last payment of rent or any
other amount due under such lease prior to the first date upon which such lease
may be terminated by the lessee without payment of a penalty. For purposes of
"--Certain Covenants --Limitation on Liens," a Capital Lease Obligation shall be
deemed secured by a Lien on the Property being leased.

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     "Capital Stock" means, with respect to any Person, any shares or other
equivalents (however designated) of any class of corporate stock or partnership
interests or any other participations, rights, warrants, options or other
interests in the nature of an equity interest in such Person, including
Preferred Stock, but excluding any debt security convertible or exchangeable
into such equity interest.

     "Capital Stock Sale Proceeds" means the aggregate cash proceeds received by
the Company (or received by any direct or indirect parent Person of the Company
and subsequently contributed to the Company) from the issuance or sale (other
than to a Subsidiary of the Company or an employee stock ownership plan or trust
established by the Company or any such Subsidiary for the benefit of their
employees) by the Company or any direct or indirect parent Person of the Company
of Capital Stock (other than Disqualified Stock) of the Company or such parent
Person after February 8, 2000, net of attorneys' fees, accountants' fees,
underwriters' or placement agents' fees, discounts or commissions and brokerage,
consultant and other fees actually incurred by the Company or any Restricted
Subsidiary of the Company in connection with such issuance or sale and net of
taxes paid or payable as a result thereof.

     "Change of Control" means the occurrence of any of the following events:

     a.  if any "person" or "group" (as such terms are used in Sections 13(d)
         and 14(d) of the Exchange Act or any successor provisions to either of
         the foregoing), including any group acting for the purpose of
         acquiring, holding, voting or disposing of securities within the
         meaning of Rule 13d-5(b)(1) under the Exchange Act, other than any one
         or more of the Permitted Holders, becomes the "beneficial owner" (as
         defined in Rule 13d-3 under the Exchange Act, except that a person will
         be deemed to have "beneficial ownership" of all shares that any such
         person has the right to acquire, whether such right is exercisable
         immediately or only after the passage of time), directly or indirectly,
         of a majority of the total voting power of the Voting Stock of the
         Company, (for purposes of this clause (a), such person or group shall
         be deemed to beneficially own any Voting Stock of a corporation held by
         any other corporation (the "parent corporation") so long as such person
         or group beneficially owns, directly or indirectly, in the aggregate a
         majority of the total voting power of the Voting Stock of such parent
         corporation);

     b.  the sale, transfer, assignment, lease, conveyance or other disposition,
         directly or indirectly, of all or substantially all the assets of the
         Company and the Restricted Subsidiaries, considered as a whole (other
         than a disposition of such assets as an entirety or virtually as an
         entirety to a Wholly Owned Restricted Subsidiary or one or more
         Permitted Holders) shall have occurred, or the Company merges,
         consolidates or amalgamates with or into any other Person (other than
         one or more Permitted Holders) or any other Person (other than one or
         more Permitted Holders) merges, consolidates or amalgamates with or
         into the Company, in any such event pursuant to a transaction in which
         the outstanding Voting Stock of the Company is reclassified into or
         exchanged for cash, securities or other Property, other than any such
         transaction where:

         (1)   the outstanding Voting Stock of the Company is reclassified into
               or exchanged for other Voting Stock of the Company or for Voting
               Stock of the surviving corporation; and

         (2)   the holders of the Voting Stock of the Company immediately prior
               to such transaction own, directly or indirectly, not less than a
               majority of the Voting Stock of the Company or the surviving
               corporation immediately after such transaction and in
               substantially the same proportion as before the transaction;

     c.  during any period of two consecutive years, individuals who at the
         beginning of such period constituted the Board of Directors (together
         with any new directors whose election or appointment by such Board or
         whose nomination for election by the shareholders of the Company was
         approved by a vote of not less than a majority of the directors then
         still in office who were either directors at

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<PAGE>

         the beginning of such period or whose election or nomination for
         election was previously so approved) cease for any reason to constitute
         a majority of the Board of Directors then in office; or

     d.  the shareholders of the Company shall have approved any plan of
         liquidation or dissolution of the Company.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Commodity Price Protection Agreement" means, in respect of a Person, any
forward contract, commodity swap agreement, commodity option agreement or other
similar agreement or arrangement designed to protect such Person against
fluctuations in commodity prices.

     "Consolidated Interest Expense" means, for any period, the total interest
expense of the Company and its consolidated Restricted Subsidiaries, plus, to
the extent not included in such total interest expense, and to the extent
Incurred by the Company or its Restricted Subsidiaries,

     a.  interest expense attributable to leases constituting part of a Sale and
         Leaseback Transaction and to Capital Lease Obligations,

     b.  amortization of debt discount and debt issuance cost, including
         commitment fees,

     c.  capitalized interest,

     d.  non-cash interest expense,

     e.  SECs, discounts and other fees and charges owed with respect to letters
         of credit and bankers' acceptance financing,

     f.  net costs associated with Hedging Obligations (including amortization
         of fees),

     g.  Preferred Stock Dividends,

     h.  interest Incurred in connection with Investments in discontinued
         operations,

     i.  interest accruing on any Debt of any other Person to the extent such
         Debt is Guaranteed by the Company or any Restricted Subsidiary or is
         secured by any Liens on the Property of the Company or any Restricted
         Subsidiary, and

     j.  the cash contributions to any employee stock ownership plan or similar
         trust to the extent such contributions are used by such plan or trust
         to pay interest or fees to any Person (other than the Company) in
         connection with Debt Incurred by such plan or trust.

     "Consolidated Net Income" means, for any period, the net income (loss) of
the Company and its consolidated Subsidiaries; provided, however, that there
shall not be included in such Consolidated Net Income:

     a.  any net income (loss) of any Person (other than the Company) if such
         Person is not a Restricted Subsidiary, except that:

         (1)   subject to the exclusion contained in clause (d) below, the
               Company's equity in the net income of any such Person for such
               period shall be included in such Consolidated Net Income up to
               the aggregate amount of cash distributed by such Person during
               such period to the Company or a Restricted Subsidiary as a
               dividend or other distribution (subject, in

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<PAGE>

               the case of a dividend or other distribution to a Restricted
               Subsidiary, to the limitations contained in clause (c) below),
               and

         (2)   the Company's equity in a net loss of any such Person, other than
               an Unrestricted Subsidiary or a Person as to which the Company
               is not, and under no circumstances would be, obligated to make
               any additional Investment, for such period shall be included in
               determining such Consolidated Net Income,

     b.  for purposes of the covenant described under "--Certain Covenants
         --Limitation on Restricted Payments" only, any net income (loss) of any
         Person acquired by the Company or any of its consolidated Subsidiaries
         in a pooling of interests transaction for any period prior to the date
         of such acquisition,

     c.  any net income (loss) of any Restricted Subsidiary that is not a
         Subsidiary Guarantor if such Restricted Subsidiary is subject to
         restrictions, directly or indirectly, on the payment of dividends or
         the making of distributions, directly or indirectly, to the Company,
         except that:

         (1)   subject to the exclusion contained in clause (d) below, the
               Company's equity in the net income of any such Restricted
               Subsidiary for such period shall be included in such Consolidated
               Net Income up to the aggregate amount of cash distributed by such
               Restricted Subsidiary during such period to the Company or
               another Restricted Subsidiary as a dividend or other distribution
               (subject, in the case of a dividend or other distribution to
               another Restricted Subsidiary, to the limitation contained in
               this clause), and

         (2)   the Company's equity in a net loss of any such Restricted
               Subsidiary for such period shall be included in determining such
               Consolidated Net Income,

     d.  any gain or loss realized upon the sale or other disposition of any
         Property of the Company or any of its consolidated Subsidiaries
         (including pursuant to any Sale and Leaseback Transaction) that is not
         sold or otherwise disposed of in the ordinary course of business,

     e.  any extraordinary gain or loss,

     f.  the cumulative effect of a change in accounting principles, and

     g.  any non-cash compensation expense realized for grants of performance
         shares, stock options or other rights to officers, directors and
         employees of the Company or any Restricted Subsidiary, provided that
         such shares, options or other rights can be redeemed at the option of
         the holder only for Capital Stock of the Company (other than
         Disqualified Stock).

Notwithstanding the foregoing, for purposes of the covenant described under
"--Certain Covenants -- Limitation on Restricted Payments" only, there shall be
excluded from Consolidated Net Income any dividends, repayments of loans or
advances or other transfers of assets from Unrestricted Subsidiaries to the
Company or a Restricted Subsidiary to the extent such dividends, repayments or
transfers increase the amount of Restricted Payments permitted under such
covenant pursuant to clause (c)(4) thereof.

     "Credit Facilities" means, with respect to the Company or any Restricted
Subsidiary, one or more debt or commercial paper facilities with banks, life
insurance companies, mutual funds, pension funds or other institutional lenders
providing for revolving credit loans, term loans, receivables or inventory
financing (including through the sale of receivables or inventory to such
lenders or to special purpose, bankruptcy remote entities formed to borrow from
such lenders against such receivables or inventory) or letters of credit, in
each case together with any Refinancings thereof by any lenders or syndicates of
lenders and as any of the same may be amended or modified.

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     "Cumulative EBITDA" means, as of any date of determination, the cumulative
EBITDA of the Company and its consolidated Restricted Subsidiaries from and
after the last day of the fiscal quarter of the Company immediately preceding
February 8, 2000 to the end of the fiscal quarter immediately preceding the date
of determination or, if such cumulative EBITDA for such period is negative, the
amount (expressed as a negative number) by which such cumulative EBITDA is less
than zero.

     "Cumulative Interest Expense" means, at any date of determination, the
aggregate amount of Consolidated Interest Expense paid, accrued or scheduled to
be paid or accrued from the last day of the fiscal quarter of the Company
immediately preceding February 8, 2000 to the end of the fiscal quarter
immediately preceding the date of determination.

     "Currency Exchange Protection Agreement" means, in respect of a Person, any
foreign exchange contract, currency swap agreement, currency option or other
similar agreement or arrangement designed to protect such Person against
fluctuations in currency exchange rates.

     "Debt" means, with respect to any Person on any date of determination
(without duplication):

     a.  the principal of and premium (if any) in respect of:

         (1)   debt of such Person for money borrowed, and

         (2)   debt evidenced by notes, debentures, bonds or other similar
               instruments for the payment of which such Person is responsible
               or liable;

     b.  all Capital Lease Obligations of such Person and all Attributable Debt
         in respect of Sale and Leaseback Transactions entered into by such
         Person;

     c.  all obligations of such Person issued or assumed as the deferred
         purchase price of Property, all conditional sale obligations of such
         Person and all obligations of such Person under any title retention
         agreement (but excluding trade accounts payable arising in the ordinary
         course of business);

     d.  all obligations of such Person for the reimbursement of any obligor on
         any letter of credit, banker's acceptance or similar credit transaction
         (other than obligations with respect to letters of credit securing
         obligations (other than obligations described in (a) through (c) above)
         entered into in the ordinary course of business of such Person to the
         extent such letters of credit are not drawn upon or, if and to the
         extent drawn upon, such drawing is reimbursed no later than the third
         Business Day following receipt by such Person of a demand for
         reimbursement following payment on the letter of credit);

     e.  the amount of all obligations of such Person with respect to the
         Repayment of any Disqualified Stock or, with respect to any Subsidiary
         of such Person, any Preferred Stock (but excluding, in each case, any
         accrued dividends);

     f.  all obligations of the type referred to in clauses (a) through (e) of
         other Persons and all dividends of other Persons for the payment of
         which, in either case, such Person is responsible or liable, directly
         or indirectly, as obligor, guarantor or otherwise, including by means
         of any Guarantee;

     g.  all obligations of the type referred to in clauses (a) through (f) of
         other Persons secured by any Lien on any Property of such Person
         (whether or not such obligation is assumed by such Person), the amount
         of such obligation being deemed to be the lesser of the value of such
         Property or the amount of the obligation so secured; and


                                      115
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     h.  to the extent not otherwise included in this definition, Hedging
         Obligations of such Person.

The amount of Debt of any Person at any date shall be the outstanding balance at
such date of all unconditional obligations as described above and the maximum
liability, upon the occurrence of the contingency giving rise to the obligation,
of any contingent obligations at such date. The amount of Debt represented by a
Hedging Obligation shall be equal to:

         (1)   zero if such Hedging Obligation has been Incurred pursuant to
               clause (e) of the second paragraph of the covenant described
               under "--Certain Covenants -- Limitation on Debt," or

         (2)   the notional amount of such Hedging Obligation if not Incurred
               pursuant to such clause.

     "Default" means any event which is, or after notice or passage of time or
both would be, an Event of Default.

     "Disqualified Stock" means, with respect to any Person, any Capital Stock
that by its terms (or by the terms of any security into which it is convertible
or for which it is exchangeable, in either case at the option of the holder
thereof) or otherwise:

     a.  matures or is mandatorily redeemable pursuant to a sinking fund
         obligation or otherwise,

     b.  is or may become redeemable or repurchaseable at the option of the
         holder thereof, in whole or in part, or

     c.  is convertible or exchangeable at the option of the holder thereof for
         Debt or Disqualified Stock,

on or prior to, in the case of clause (a), (b) or (c), the first anniversary of
the Stated Maturity of the Notes; provided, however, that Capital Stock will not
be deemed to be Disqualified Stock if it is redeemable by exchange for or
through the issuance of Capital Stock (other than Disqualified Stock) of that
issuer; and provided further, however, that any Capital Stock that would not
constitute Disqualified Stock but for the provisions thereof giving holders
thereof the right to require such Person to repurchase or redeem such Capital
Stock upon the occurrence of an Asset Sale or Change of Control occurring prior
to the Stated Maturity of the Notes shall not constitute Disqualified Stock if
the Asset Sale or Change of Control provisions applicable to such Capital Stock
are no more favorable to the holders of such Capital Stock than the covenants
described under "Certain Covenants --Limitation on Asset Sales" and
"--Repurchase at the Option of Holders Upon a Change of Control" and such
Capital Stock specifically provides that:

         (1)   such Person shall not repurchase or redeem any such Capital Stock
               pursuant to such provisions prior to such Person having
               repurchased all the Notes that are required to be repurchased
               pursuant to such covenants, and

         (2)   no default, event of default or similar occurrence under the
               terms of such Capital Stock shall result from such Person not so
               repurchasing or redeeming any such Capital Stock because of the
               prohibition described in the preceding clause (1).

     "Disqualified Stock Dividends" means all dividends with respect to
Disqualified Stock of the Company held by Persons other than a Wholly Owned
Restricted Subsidiary.

     "Domestic Restricted Subsidiary" means any Restricted Subsidiary other than
(a) a Foreign Restricted Subsidiary or (b) a Subsidiary of a Foreign Restricted
Subsidiary.


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     "Domestic Wholly Owned Subsidiary" means, at any time, a Restricted
Subsidiary all the Voting Stock of which (except directors qualifying shares) is
at such time owned, directly or indirectly, by the Company and its other
Domestic Wholly Owned Subsidiaries and that is organized under the laws of the
United States of America or any State thereof or the District of Columbia.
Notwithstanding the preceding, all Restricted Subsidiaries existing on the Issue
Date, including Alamosa PCS, Inc., Texas Telecommunications, LP and Alamosa
Wisconsin Limited Partnership, will be considered Domestic Wholly Owned
Subsidiaries so long as they remain Restricted Subsidiaries.

     "EBITDA" means, for any period, an amount equal to, for the Company and its
consolidated Restricted Subsidiaries:

     a.  the sum of Consolidated Net Income for such period, plus the following
         to the extent reducing Consolidated Net Income for such period:

         (1)   the provision for taxes based on income or profits or utilized in
               computing net loss,

         (2)   Consolidated Interest Expense,

         (3)   depreciation,

         (4)   amortization of intangibles, and

         (5)   any other non-cash items (other than any such non-cash item to
               the extent that it represents an accrual of or reserve for cash
               expenditures in any future period), minus

     b.  all non-cash items increasing Consolidated Net Income for such period
         (other than any such non-cash item to the extent that it will result in
         the receipt of cash payments in any future period).

Notwithstanding the foregoing clause (a), the provision for taxes and the
depreciation, amortization and non-cash items of a Restricted Subsidiary that is
not a Subsidiary Guarantor shall be added to Consolidated Net Income to compute
EBITDA only to the extent (and in the same proportion) that the net income of
such Restricted Subsidiary was included in calculating Consolidated Net Income
and only if a corresponding amount would be permitted at the date of
determination to be dividended to the Company by such Restricted Subsidiary
without prior approval (that has not been obtained), pursuant to the terms of
its charter and all agreements, instruments, judgments, decrees, orders,
statutes, rules and governmental regulations applicable to such Restricted
Subsidiary or its shareholders.

     "Eligible Receivables" means, at any time, net Receivables of the Company
and its Restricted Subsidiaries, as evidenced on the most recent quarterly
consolidated balance sheet of the Company as at a date at least 45 days prior to
such time, arising in the ordinary course of business of the Company or any
Restricted Subsidiary.

     "Event of Default" has the meaning set forth under "--Events of Default."

     "Event of Termination" means any of the events described in (i) Section
11.3 of the Company's Manage ment Agreement with Sprint or (ii) Section 13.2 of
either of the Company's Trademark and Service Mark License Agreements with
Sprint, as such agreements referred to in clauses (i) and (ii) may be amended,
supplemented or otherwise modified from time to time.

     "Exchange Act" means the Securities Exchange Act of 1934.

     "Fair Market Value" means, with respect to any Property, the price that
could be negotiated in an arm's-length free market transaction, for cash,
between a willing seller and a willing buyer, neither of whom is under undue
pressure or compulsion to complete the transaction. Fair Market Value shall be
determined, except as otherwise provided,

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     a.  if such Property has a Fair Market Value equal to or less than $15
         million, by any Officer of the Company, or

     b.  if such Property has a Fair Market Value in excess of $15 million, by a
         majority of the Board of Directors and evidenced by a Board Resolution,
         dated within 30 days of the relevant transaction, delivered to the
         Trustee.

     "Foreign Restricted Subsidiary" means any Restricted Subsidiary which is
not organized under the laws of the United States of America or any State
thereof or the District of Columbia.

     "GAAP" means United States generally accepted accounting principles as in
effect on February 8, 2000, including those set forth:

     a.  in the opinions and pronouncements of the Accounting Principles Board
         of the American Institute of Certified Public Accountants,

     b.  in the statements and pronouncements of the Financial Accounting
         Standards Board,

     c.  in such other statements by such other entity as approved by a
         significant segment of the account ing profession, and

     d.  the rules and regulations of the SEC governing the inclusion of
         financial statements (including pro forma financial statements) in
         periodic reports required to be filed pursuant to Section 13 of the
         Exchange Act, including opinions and pronouncements in staff accounting
         bulletins and similar written statements from the accounting staff of
         the SEC.

     "Guarantee" means any obligation, contingent or otherwise, of any Person
directly or indirectly guaranteeing any Debt of any other Person and any
obligation, direct or indirect, contingent or otherwise, of such Person:

     a.  to purchase or pay (or advance or supply funds for the purchase or
         payment of) such Debt of such other Person (whether arising by virtue
         of partnership arrangements, or by agreements to keep-well, to purchase
         assets, goods, securities or services, to take-or-pay or to maintain
         financial statement conditions or otherwise), or

     b.  entered into for the purpose of assuring in any other manner the
         obligee against loss in respect thereof (in whole or in part);

provided, however, that the term "Guarantee" shall not include:

         (1)   endorsements for collection or deposit in the ordinary course of
               business, or

         (2)   a contractual commitment by one Person to invest in another
               Person for so long as such Investment is reasonably expected to
               constitute a Permitted Investment under clause (b) of the
               definition of "Permitted Investment."

The term "Guarantee" used as a verb has a corresponding meaning. The term
"Guarantor" shall mean any Person Guaranteeing any obligation.

     "Hedging Obligation" of any Person means any obligation of such Person
pursuant to any Interest Rate Agreement, Currency Exchange Protection Agreement,
Commodity Price Protection Agreement or any other similar agreement or
arrangement.

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     "Incur" means, with respect to any Debt or other obligation of any Person,
to create, issue, incur (by merger, conversion, exchange or otherwise), extend,
assume, Guarantee or become liable in respect of such Debt or other obligation
or the recording, as required pursuant to GAAP or otherwise, of any such Debt or
obligation on the balance sheet of such Person (and "Incurrence" and "Incurred"
shall have meanings correlative to the foregoing); provided, however, that a
change in GAAP that results in an obligation of such Person that exists at such
time, and is not theretofore classified as Debt, becoming Debt shall not be
deemed an Incurrence of such Debt; provided further, however, that any Debt or
other obligations of a Person existing at the time such Person becomes a
Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be
deemed to be Incurred by such Subsidiary at the time it becomes a Subsidiary;
and provided further, however, that solely for purposes of determining
compliance with "--Certain Covenants -- Limitation on Debt," neither accrual of
interest on Debt nor amortization of debt discount shall be deemed to be the
Incurrence of Debt, provided that in the case of Debt sold at a discount to the
principal amount at maturity thereof, the amount of such Debt Incurred shall at
all times be the accreted value of such Debt.

     "Independent Financial Advisor" means an investment banking firm of
national standing or any third party appraiser of national standing, provided
that such firm or appraiser is not an Affiliate of the Company.

     "Interest Rate Agreement" means, for any Person, any interest rate swap
agreement, interest rate cap agreement, interest rate collar agreement or other
similar agreement designed to protect against fluctuations in interest rates.

     "Investment" by any Person means any direct or indirect loan (other than
advances to customers in the ordinary course of business that are recorded as
accounts receivable on the balance sheet of such Person), advance or other
extension of credit or capital contribution (by means of transfers of cash or
other Property to others or payments for Property or services for the account or
use of others, or otherwise) to, or Incurrence of a Guarantee of any obligation
of, or purchase or acquisition of Capital Stock, bonds, notes, debentures or
other securities or evidence of Debt issued by, any other Person, except that
the acquisition of the Capital Stock of another Person in exchange for the
Capital Stock of the Company, other than Disqualified Stock, shall not be
considered an Investment by the Company. For purposes of the covenant described
under "--Certain Covenants -- Limitation on Restricted Payments," "--Designation
of Restricted and Unrestricted Subsidiaries" and the definition of "Restricted
Payment," "Investment" shall include the portion (proportionate to the Company's
equity interest in such Subsidiary) of the Fair Market Value of the net assets
of any Subsidiary of the Company at the time that such Subsidiary is designated
an Unrestricted Subsidiary; provided, however, that upon a redesignation of such
Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue
to have a permanent "Investment" in an Unrestricted Subsidiary of an amount (if
positive) equal to:

     a.  the Company's "Investment" in such Subsidiary at the time of such
         redesignation, less

     b.  the portion (proportionate to the Company's equity interest in such
         Subsidiary) of the Fair Market Value of the net assets of such
         Subsidiary at the time of such redesignation.

In determining the amount of any Investment made by transfer of any Property
other than cash, such Property shall be valued at its Fair Market Value at the
time of such Investment.

     "Issue Date" means January 31, 2001.

     "Leverage Ratio" means the ratio of:

     a.  the outstanding Debt of the Company and the Restricted Subsidiaries on
         a consolidated basis, to

     b.  the Annualized Pro Forma EBITDA.


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<PAGE>

The Leverage Ratio is calculated after giving pro forma effect to any Asset
Sale, Investment or acquisition of Property required to be given pro forma
effect pursuant to the definition of Pro Forma EBITDA.

     "Lien" means, with respect to any Property of any Person, any mortgage or
deed of trust, pledge, hypothecation, assignment, deposit arrangement, security
interest, lien, charge, easement (other than any easement not materially
impairing usefulness or marketability), encumbrance, preference, priority or
other security agreement or preferential arrangement of any kind or nature
whatsoever on or with respect to such Property (including any Capital Lease
Obligation, conditional sale or other title retention agreement having
substantially the same economic effect as any of the foregoing or any Sale and
Leaseback Transaction).

     "Moody's" means Moody's Investors Service, Inc. or any successor to the
rating agency business thereof.

     "Net Available Cash" from any Asset Sale means cash payments received
therefrom (including any cash payments received by way of deferred payment of
principal pursuant to a note or installment receivable or otherwise, but only as
and when received, but excluding any other consideration received in the form of
assumption by the acquiring Person of Debt or other obligations relating to the
Property that is the subject of such Asset Sale or received in any other
non-cash form), in each case net of:

     a.  all legal, title and recording tax expenses, SECs, brokerage fees and
         other fees and expenses incurred, and all Federal, state, provincial,
         foreign and local taxes required to be accrued as a liability under
         GAAP, as a consequence of such Asset Sale,

     b.  all payments made on any Debt that is secured by any Property subject
         to such Asset Sale, in accordance with the terms of any Lien upon or
         other security agreement of any kind with respect to such Property, or
         which must by its terms, or in order to obtain a necessary consent to
         such Asset Sale, or by applicable law, be repaid out of the proceeds
         from such Asset Sale,

     c.  all distributions and other payments required to be made to minority
         interest holders in Subsidiar ies or joint ventures as a result of such
         Asset Sale, and

     d.  the deduction of appropriate amounts provided by the seller as a
         reserve, in accordance with GAAP, against any liabilities associated
         with the Property disposed in such Asset Sale and retained by the
         Company or any Restricted Subsidiary after such Asset Sale.

     "Obligations" means the obligation of each Subsidiary Guarantor pursuant to
its Subsidiary Guaranty of:

     a.  the full and punctual payment of principal and interest on the Notes
         when due, whether at maturity, by acceleration, by redemption or
         otherwise, and all other monetary obligations of the Company under the
         Notes, and

     b.  the full and punctual performance within applicable grace periods of
         all other obligations of the Company under the Notes.

     "Officer" means the Chief Executive Officer, the Chief Operating Officer,
the Chief Financial Officer or the Chief Technology Officer of the Company.

     "Officers' Certificate" means a certificate signed by two Officers of the
Company, at least one of whom shall be the principal executive officer or
principal financial officer of the Company, and delivered to the Trustee.

     "Opinion of Counsel" means a written opinion from legal counsel who is
acceptable to the Trustee. The counsel may be an employee of or counsel to the
Company or the Trustee.

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<PAGE>

     "Permitted Holders" means Rosewood Telecommunications, L.L.C., Caroline
Hunt Trust Estate, South Plains Advanced Communications & Electronics, Inc.,
West Texas PCS, LLC, Taylor Telecommunications, Inc., Tregan International Corp.
and Plateau Telecommunications Incorporated, any individual who controlled any
of the above entities as of February 8, 2000 and their respective estates,
spouses, ancestors and lineal descendants, the legal representatives of any of
the foregoing and the trustees of any bona fide trusts of which the foregoing
are the sole beneficiaries or the grantors, or any Person of which the foregoing
"beneficially owns" (as defined in Rule 13d-3 under the Exchange Act),
individually or collectively with any of the foregoing, at least 66 2/3% of the
total voting power of the Voting Stock of such Person, or any group (as such
term is used in Sections 13(d) or 14(d) of the Exchange Act or any successor
provisions) consisting entirely of the foregoing Persons.

     "Permitted Investment" means any Investment by the Company or a Restricted
Subsidiary in:

     a.  the Company or any Restricted Subsidiary or any Person that will, upon
         the making of such Investment, become a Restricted Subsidiary;

     b.  any Person if as a result of such Investment such Person is merged or
         consolidated with or into, or transfers or conveys all or substantially
         all its Property to, the Company or a Restricted Subsidiary, provided
         that such Person's primary business is a Telecommunications Business;

     c.  Temporary Cash Investments;

     d.  receivables owing to the Company or a Restricted Subsidiary, if created
         or acquired in the ordinary course of business and payable or
         dischargeable in accordance with customary trade terms; provided,
         however, that such trade terms may include such concessionary trade
         terms as the Company or such Restricted Subsidiary deems reasonable
         under the circumstances;

     e.  payroll, travel and similar advances to cover matters that are expected
         at the time of such advances ultimately to be treated as expenses for
         accounting purposes and that are made in the ordinary course of
         business;

     f.  loans and advances to employees made in the ordinary course of business
         consistent with past practices of the Company or such Restricted
         Subsidiary, as the case may be, provided that such loans and advances
         do not exceed $3 million at any one time outstanding;

     g.  stock, obligations or other securities received in settlement of debts
         created in the ordinary course of business and owing to the Company or
         a Restricted Subsidiary or in satisfaction of judgments; and

     h.  Hedging Obligations Incurred in compliance with the covenant,
         "Limitation on Debt."

     "Permitted Liens" means:

     a.  Liens to secure Debt permitted to be Incurred under clause (b) of the
         second paragraph of the covenant described under "--Certain Covenants
         -- Limitation on Debt";

     b.  Liens to secure Debt permitted to be Incurred under clause (c) of the
         second paragraph of the covenant described under "--Certain Covenants
         -- Limitation on Debt," provided that any such Lien may not extend to
         any Property of the Company or any Restricted Subsidiary, other than
         the Property acquired, constructed or leased with the proceeds of such
         Debt and any improvements or accessions to such Property;

     c.  Liens for taxes, assessments or governmental charges or levies on the
         Property of the Company or any Restricted Subsidiary if the same shall
         not at the time be delinquent or thereafter can be paid

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<PAGE>

         without penalty, or are being contested in good faith and by
         appropriate proceedings promptly instituted and diligently concluded,
         provided that any reserve or other appropriate provision that shall be
         required in conformity with GAAP shall have been made therefor;

     d.  Liens imposed by law, such as carriers', warehousemen's and mechanics'
         Liens and other similar Liens, on the Property of the Company or any
         Restricted Subsidiary arising in the ordinary course of business and
         securing payment of obligations that are not more than 60 days past due
         or are being contested in good faith and by appropriate proceedings;

     e.  Liens on the Property of the Company or any Restricted Subsidiary
         Incurred in the ordinary course of business to secure performance of
         obligations with respect to statutory or regulatory require ments,
         performance or return-of-money bonds, surety bonds or other obligations
         of a like nature and Incurred in a manner consistent with industry
         practice, in each case which are not Incurred in connection with the
         borrowing of money, the obtaining of advances or credit or the payment
         of the deferred purchase price of Property and which do not in the
         aggregate impair in any material respect the use of Property in the
         operation of the business of the Company and the Restricted
         Subsidiaries taken as a whole;

     f.  Liens on Property at the time the Company or any Restricted Subsidiary
         acquired such Property, including any acquisition by means of a merger
         or consolidation with or into the Company or any Restricted Subsidiary;
         provided, however, that any such Lien may not extend to any other
         Property of the Company or any Restricted Subsidiary; provided further,
         however, that such Liens shall not have been Incurred in anticipation
         of or in connection with the transaction or series of transactions
         pursuant to which such Property was acquired by the Company or any
         Restricted Subsidiary;

     g.  Liens on the Property of a Person at the time such Person becomes a
         Restricted Subsidiary; provided, however, that any such Lien may not
         extend to any other Property of the Company or any other Restricted
         Subsidiary that is not a direct Subsidiary of such Person; provided
         further, however, that any such Lien was not Incurred in anticipation
         of or in connection with the transaction or series of transactions
         pursuant to which such Person became a Restricted Subsidiary;

     h.  pledges or deposits by the Company or any Restricted Subsidiary under
         workmen's compensation laws, unemployment insurance laws or similar
         legislation, or good faith deposits in connection with bids, tenders,
         contracts (other than for the payment of Debt) or leases to which the
         Company or any Restricted Subsidiary is party, or deposits to secure
         public or statutory obligations of the Company or any Restricted
         Subsidiary, or deposits for the payment of rent, in each case Incurred
         in the ordinary course of business;

     i.  utility easements, building restrictions and such other encumbrances or
         charges against real Property as are of a nature generally existing
         with respect to properties of a similar character;

     j.  Liens existing on the Issue Date not otherwise described in clauses (a)
         through (i) above;

     k.  Liens on the Property of the Company or any Restricted Subsidiary to
         secure any Refinancing, in whole or in part, of any Debt secured by
         Liens referred to in clause (b), (f), (g) or (j) above; provided,
         however, that any such Lien shall be limited to all or part of the same
         Property that secured the original Lien (together with improvements and
         accessions to such Property) and the aggregate principal amount of Debt
         that is secured by such Lien shall not be increased to an amount
         greater than the sum of:

         (1)   the outstanding principal amount, or, if greater, the committed
               amount, of the Debt secured by Liens described under clause (b),
               (f), (g) or (j) above, as the case may be, at the time the
               original Lien became a Permitted Lien under the Indenture, and

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         (2)   an amount necessary to pay any fees and expenses, including
               premiums and defeasance costs, incurred by the Company or such
               Restricted Subsidiary in connection with such Refinancing;

     l.  Liens on the Property of the Company or any Restricted Subsidiary to
         secure Debt under any Interest Rate Agreement, provided that such Debt
         was Incurred pursuant to clause (e) of the second paragraph of the
         covenant described under "--Certain Covenants -- Limitation on Debt";

     m.  any interest or title of a lessor in the Property subject to any lease
         incurred in the ordinary course of business, other than a Capital
         Lease; and

     n.  judgment Liens securing judgment in an aggregate amount outstanding at
         any one time of not more than $15 million.

     "Permitted Refinancing Debt" means any Debt that Refinances any other Debt,
including any successive Refinancings, so long as:

     a.  such Debt is in an aggregate principal amount (or if Incurred with
         original issue discount, an aggregate issue price) not in excess of the
         sum of:

         (1)   the aggregate principal amount (or if Incurred with original
               issue discount, the aggregate accreted value) then outstanding of
               the Debt being Refinanced, and

         (2)   an amount necessary to pay any fees and expenses, including
               premiums and defeasance costs, related to such Refinancing,

     b.  the Average Life of such Debt is equal to or greater than the Average
         Life of the Debt being Refinanced,

     c.  the Stated Maturity of such Debt is no earlier than the Stated Maturity
         of the Debt being Refinanced, and

     d.  the new Debt shall not be senior in right of payment to the Debt that
         is being Refinanced;

provided, however, that Permitted Refinancing Debt shall not include:

         (x)   Debt of a Subsidiary Guarantor that Refinances Debt of the
               Company,

         (y)   Debt of a Subsidiary that is not a Subsidiary Guarantor that
               Refinances Debt of the Company or a Subsidiary Guarantor (other
               than Debt Incurred pursuant to Credit Facilities), or

         (z)   Debt of the Company or a Restricted Subsidiary that Refinances
               Debt of an Unrestricted Subsidiary.

     "Person" means any individual, corporation, company (including any limited
liability company), association, partnership, joint venture, trust,
unincorporated organization, government or any agency or political subdivision
thereof or any other entity.

     "Preferred Stock" means any Capital Stock of a Person, however designated,
which entitles the holder thereof to a preference with respect to the payment of
dividends, or as to the distribution of assets upon any voluntary or involuntary
liquidation or dissolution of such Person, over shares of any other class of
Capital Stock issued by such Person.

                                      123
<PAGE>

     "Preferred Stock Dividends" means all dividends with respect to Preferred
Stock of Restricted Subsidiaries held by Persons other than the Company or a
Wholly Owned Restricted Subsidiary. The amount of any such dividend shall be
equal to the quotient of such dividend divided by the difference between one and
the maximum statutory federal income rate (expressed as a decimal number between
1 and 0) then applicable to the issuer of such Preferred Stock.

     "pro forma" means, with respect to any calculation made or required to be
made pursuant to the terms hereof, a calculation performed in accordance with
Article 11 of Regulation S-X promulgated under the Securities Act, as
interpreted in good faith by the Board of Directors after consultation with the
independent certified public accountants of the Company, or otherwise a
calculation made in good faith by the Board of Directors after consultation with
the independent certified public accountants of the Company, as the case may be.

     "Pro Forma EBITDA" means, for any period, the EBITDA of the Company and its
consolidated Restricted Subsidiaries, after giving effect to the following:

     if:

     a.  since the beginning of such period, the Company or any Restricted
         Subsidiary shall have made any Asset Sale or an Investment (by merger
         or otherwise) in any Restricted Subsidiary (or any Person that becomes
         a Restricted Subsidiary) or an acquisition of Property,

     b.  the transaction giving rise to the need to calculate Pro Forma EBITDA
         is such an Asset Sale, Investment or acquisition, or

     c.  since the beginning of such period any Person (that subsequently became
         a Restricted Subsidiary or was merged with or into the Company or any
         Restricted Subsidiary since the beginning of such period) shall have
         made such an Asset Sale, Investment or acquisition,

EBITDA for such period shall be calculated after giving pro forma effect to such
Asset Sale, Investment or acquisition as if such Asset Sale, Investment or
acquisition occurred on the first day of such period.

     "Property" means, with respect to any Person, any interest of such Person
in any kind of property or asset, whether real, personal or mixed, or tangible
or intangible, including Capital Stock in, and other securities of, any other
Person. For purposes of any calculation required pursuant to the Indenture, the
value of any Property shall be its Fair Market Value.

     "Public Equity Offering" means an underwritten public offering of common
stock of the Company pursuant to an effective registration statement under the
Securities Act. In the event that any direct or indirect parent Person of the
Company completes an underwritten public offering of such Person's common stock,
any amount of the proceeds of such offering which are contributed to the Company
may be used for an optional redemption of the Notes as described under "Optional
Redemption."

     "Purchase Money Debt" means Debt:

     a.  consisting of the deferred purchase price of property, conditional sale
         obligations, obligations under any title retention agreement, other
         purchase money obligations and obligations in respect of industrial
         revenue bonds, in each case where the maturity of such Debt does not
         exceed the anticipated useful life of the Property being financed, and

     b.  Incurred to finance the acquisition, construction or lease by the
         Company or a Restricted Subsidiary of such Property, including
         additions and improvements thereto;


                                      124
<PAGE>

provided, however, that such Debt is Incurred within 180 days after the
acquisition, construction or lease of such Property by the Company or such
Restricted Subsidiary.

     "Receivables" means receivables, chattel paper, instruments, documents or
intangibles evidencing or relating to the right to payment of money and proceeds
and products thereof in each case generated in the ordinary course of business.

     "Refinance" means, in respect of any Debt, to refinance, amend, extend,
renew, refund, repay, prepay, repurchase, redeem, defease or retire, or to issue
other Debt, in exchange or replacement for, such Debt. "Refinanced" and
"Refinancing" shall have correlative meanings.

     "Repay" means, in respect of any Debt, to repay, prepay, repurchase,
redeem, legally defease or otherwise retire such Debt, including through open
market repurchases. "Repayment" and "Repaid" shall have correlative meanings.
For purposes of the covenant described under "--Certain Covenants -- Limitation
on Asset Sales," Debt shall be considered to have been Repaid only to the extent
the related loan commitment, if any, shall have been permanently reduced in
connection therewith.

     "Restricted Payment" means:

     a.  any dividend or distribution (whether made in cash, securities or other
         Property) declared or paid on or with respect to any shares of Capital
         Stock of the Company or any Restricted Subsidiary (including any
         payment in connection with any merger or consolidation with or into the
         Company or any Restricted Subsidiary), except for (i) any dividend or
         distribution that is made solely to the Company or a Restricted
         Subsidiary (and, if such Restricted Subsidiary is not a Wholly Owned
         Restricted Subsidiary, to the other shareholders of such Restricted
         Subsidiary on a pro rata basis or on a basis that results in the
         receipt by the Company or a Restricted Subsidiary of dividends or
         distributions of greater value than it would receive on a pro rata
         basis); or (ii) any dividend or distribution payable solely in shares
         (or options, warrants or other rights to purchase shares) of Capital
         Stock (other than Disqualified Stock) of the Company;

     b.  the purchase, repurchase, redemption, acquisition or retirement for
         value of any Capital Stock of the Company (other than from the Company
         or a Restricted Subsidiary) or any securities exchangeable for or
         convertible into any such Capital Stock, including the exercise of any
         option to exchange any Capital Stock (other than for or into Capital
         Stock of the Company that is not Disqualified Stock);

     c.  the purchase, repurchase, redemption, acquisition or retirement for
         value, prior to the date for any scheduled maturity, sinking fund or
         amortization or other installment payment, of any Subordinated
         Obligation (other than the purchase, repurchase or other acquisition of
         any Subordinated Obligation purchased in anticipation of satisfying a
         scheduled maturity, sinking fund or amortization or other installment
         obligation, in each case due within one year of the date of
         acquisition); or

     d.  any Investment (other than Permitted Investments) in any Person.

     "Restricted Subsidiary" means any Subsidiary of the Company other than an
Unrestricted Subsidiary.

     "S&P" means Standard & Poor's Ratings Service or any successor to the
rating agency business thereof.

     "Sale and Leaseback Transaction" means any direct or indirect arrangement
relating to Property now owned or hereafter acquired whereby the Company or a
Restricted Subsidiary transfers such Property to another Person and the Company
or a Restricted Subsidiary leases it from such Person.

     "Securities Act" means the Securities Act of 1933.


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     "Senior Debt" of the Company means all Debt of the Company, except:

     a.  Debt of the Company that is by its terms subordinate in right of
         payment to the Notes;

     b.  any Debt Incurred in violation of the provisions of the Indenture;

     c.  accounts payable or any other obligations of the Company to trade
         creditors created or assumed by the Company in the ordinary course of
         business in connection with the obtaining of materials or services
         (including Guarantees thereof or instruments evidencing such
         liabilities);

     d.  any liability for Federal, state, local or other taxes owed or owing by
         the Company;

     e.  any obligation of the Company to any Subsidiary; or

     f.  any obligations with respect to any Capital Stock of the Company.

     "Senior Debt" of any Subsidiary Guarantor has a correlative meaning.

     "Senior Discount Notes" means the 12 7/8% Senior Discount Notes due 2010 of
the Company issued pursuant to the Indenture, dated as of February 8, 2000,
between the Company and Norwest Bank Minnesota, N.A. as trustee, as the same may
be amended or supplemented from time to time.

     "Significant Subsidiary" means any Subsidiary that would be a "Significant
Subsidiary" of the Company within the meaning of Rule 1-02 under Regulation S-X
promulgated by the SEC.

     "Stated Maturity" means, with respect to any security, the date specified
in such security as the fixed date on which the payment of principal of such
security is finally due and payable, including pursuant to any mandatory
redemption provision (but excluding any provision providing for the repurchase
of such security at the option of the holder thereof upon the happening of a
Change of Control or any other contingency beyond the control of the issuer
unless such contingency has occurred).

     "Subordinated Obligation" means any Debt of the Company or any Subsidiary
Guarantor (whether outstanding on the Issue Date or thereafter Incurred) that is
subordinate or junior in right of payment to the Notes or the applicable
Subsidiary Guaranty pursuant to a written agreement to that effect.

     "Subsidiary" means, in respect of any Person, any corporation, company
(including any limited liability company), association, partnership, joint
venture or other business entity of which a majority of the total voting power
of the Voting Stock is at the time owned or controlled, directly or indirectly,
by:

     a.  such Person,

     b.  such Person and one or more Subsidiaries of such Person, or

     c.  one or more Subsidiaries of such Person.

     "Subsidiary Guarantor" means each Domestic Restricted Subsidiary and any
other Person that becomes a Subsidiary Guarantor pursuant to the covenant
described under "--Certain Covenants -- Future Subsidiary Guarantors."

     "Subsidiary Guaranty" means a Guarantee on the terms set forth in the
Indenture by a Subsidiary Guarantor of the Company's obligations with respect to
the Notes.

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<PAGE>

     "Telecommunications Assets" means all assets and rights, contractual or
otherwise, used or intended for use in connection with (i) transmitting, or
providing services relating to the transmission of, voice, video or data through
owned or leased transmission facilities or (ii) the ownership, design,
construction, development, acquisition, installation or management of
communications systems, and the Capital Stock of any Person engaged entirely or
substantially entirely in the above listed activities.

     "Telecommunications Business" means (a) the ownership, design,
construction, development, acquisition, installation or management of
communications systems, (b) the delivery or distribution of communications,
voice, data or video services or (c) any business or activity reasonably related
or ancillary to the activities described in clauses (a) or (b) of this
definition, including, without limitation, any business conducted by the Company
or any Restricted Subsidiary on the Issue Date and the acquisition, holding or
exploitation of any license relating to the activities described in clauses (a)
or (b) of this definition.

     "Temporary Cash Investments" means any of the following:

     a.  Investments in U.S. Government Obligations or in securities guaranteed
         by the full faith and credit of the United States of America, in each
         case maturing within 365 days of the date of acquisition thereof;

     b.  Investments in time deposit accounts, certificates of deposit and money
         market deposits maturing within 90 days of the date of acquisition
         thereof issued by a bank or trust company organized under the laws of
         the United States of America or any State thereof having capital,
         surplus and undivided profits aggregating in excess of $500 million and
         whose long-term debt is rated "A-3" or "A " or higher according to
         Moody's or S&P (or such similar equivalent rating by at least one
         "nationally recognized statistical rating organization" (as defined in
         Rule 436 under the Securities Act));

     c.  repurchase obligations with a term of not more than 30 days for
         underlying securities of the types described in clause (a) entered into
         with:

         (1)   a bank meeting the qualifications described in clause (b) above,
               or

         (2)   any primary government securities dealer reporting to the Market
               Reports Division of the Federal Reserve Bank of New York;

     d.  Investments in commercial paper, maturing not more than 90 days after
         the date of acquisition, issued by a corporation (other than an
         Affiliate of the Company) organized and in existence under the laws of
         the United States of America with a rating at the time as of which any
         Investment therein is made of "P-1" (or higher) according to Moody's or
         "A-1" (or higher) according to S&P (or such similar equivalent rating
         by at least one "nationally recognized statistical rating organiza-
         tion" (as defined in Rule 436 under the Securities Act)); and

     e.  direct obligations (or certificates representing an ownership interest
         in such obligations) of any State of the United States of America
         (including any agency or instrumentality thereof) for the payment of
         which the full faith and credit of such State is pledged and which are
         not callable or redeemable at the issuer's option, provided that:

         (1)   the long-term debt of such State is rated "A-3" or "A " or higher
               according to Moody's or S&P (or such similar equivalent rating by
               at least one "nationally recognized statistical rating
               organization" (as defined in Rule 436 under the Securities Act)),
               and

         (2)   such obligations mature within 180 days of the date of
               acquisition thereof.

         "Total Invested Capital" means at any time of determination, the sum
of, without duplication:

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<PAGE>

     a.  the total amount of equity capital contributed to the Company as of
         February 8, 2000 (being $37 million), plus

     b.  the aggregate net cash proceeds received by the Company from the
         initial public offering of its common stock completed on February 8,
         2000, plus

     c.  Capital Stock Sale Proceeds, plus

     d.  the net reduction in Investments in any Person other than the Company
         or a Restricted Subsidiary resulting from dividends, repayments of
         loans or advances or other transfers of Property, in each case to the
         Company or any Restricted Subsidiary from such Person less the cost of
         the disposition of such Investment, provided that such amount shall not
         exceed, in the case of any Person, the amount of Investments previously
         made (and treated as a Restricted Payment) by the Company or any
         Restricted Subsidiary in such Person, plus

     e.  the Fair Market Value of Property received by the Company after
         February 8, 2000 (i) in exchange for Capital Stock (other than
         Disqualified Stock) of the Company, or (ii) in exchange for Capital
         Stock (other than Disqualified Stock) of any direct or indirect parent
         holding company of the Company (it being understood that the foregoing
         shall include the Fair Market Value of property received by any direct
         or indirect parent Person of the Company in exchange for Capital Stock
         (other than Disqualified Stock) of such parent Person to the extent
         that such Property is contributed to the Company), other than in the
         case of either (i) or (ii) Capital Stock issued to the Company or a
         Subsidiary of the Company, to employees or to an employee stock
         ownership plan or trust established by the Company or any Subsidiary
         for the benefit of their employees, plus

     f.  consolidated Debt of the Company and the Restricted Subsidiaries
         outstanding at the date of determination, minus

     g.  the aggregate amount of all Restricted Payments declared or made on or
         after February 8, 2000.

     "Unrestricted Subsidiary" means:

     a.  any Subsidiary of the Company that is designated on or after the Issue
         Date as an Unrestricted Subsidiary as permitted or required pursuant to
         the covenant described under "--Certain Covenants -- Designation of
         Restricted and Unrestricted Subsidiaries" and not thereafter
         redesignated as a Restricted Subsidiary as permitted pursuant thereto;
         and

     b.  any Subsidiary of an Unrestricted Subsidiary.

     "U.S. Government Obligations" means direct obligations (or certificates
representing an ownership interest in such obligations) of the United States of
America (including any agency or instrumentality thereof) for the payment of
which the full faith and credit of the United States of America is pledged and
which are not callable or redeemable at the issuer's option.

     "Voting Stock" of any Person means all classes of Capital Stock or other
interests (including partnership interests) of such Person then outstanding and
normally entitled (without regard to the occurrence of any contingency) to vote
in the election of directors, managers or trustees thereof.

     "Wholly Owned Restricted Subsidiary" means, at any time, a Restricted
Subsidiary all the Voting Stock of which (except directors' qualifying shares)
is at such time owned, directly or indirectly, by the Company and its other
Wholly Owned Subsidiaries. Notwithstanding the preceding, all Restricted
Subsidiaries existing on the Issue Date, including Alamosa PCS, Inc., Texas
Telecommunications, LP and Alamosa Wisconsin Limited Partnership, will be
considered Wholly Owned Restricted Subsidiaries so long as they remain
Restricted Subsidiaries.


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<PAGE>

                                BOOK-ENTRY SYSTEM

     The Depository Trust Company ("DTC"), New York, New York, will act as
securities depository for the registered notes. The registered notes will be
initially issued in the form of one or more global notes registered in the name
of DTC or its nominee.

     Upon the issuance of a global note, DTC or its nominee will credit the
accounts of persons holding through it with the respective principal amounts of
the registered notes represented by such global note. Ownership of beneficial
interests in a global note will be limited to persons that have accounts with
DTC ("participants") or persons that may hold interests through participants.
Any person acquiring an interest in a global note through an offshore
transaction may hold such interest through Cedel or Euroclear. Ownership of
beneficial interests in a global note will be shown on, and the transfer of that
ownership interest will be effected only through, records maintained by DTC
(with respect to participants' interests) and such participants (with respect to
the owners of beneficial interests in such global note other than participants).
The laws of some jurisdictions require that certain purchasers of securities
take physical delivery of such securities in definitive form. Such limits and
such laws may impair the ability to transfer beneficial interests in a global
note.

     Payment of principal of and interest on registered notes represented by a
global note will be made in immediately available funds to DTC or its nominee,
as the case may be, as the sole registered owner and the sole holder of the
registered notes represented thereby for all purposes under the indenture. We
have been advised by DTC that upon receipt of any payment of principal of or
interest on any global note, DTC will immediately credit, on its book-entry
registration and transfer system, the accounts of participants with payments in
amounts proportionate to their respective beneficial interests in the principal
or face amount of such global note as shown on the records of DTC. Payments by
participants to owners of beneficial interests in a global note held through
such participants will be governed by standing instructions and customary
practices as is now the case with securities held for customer accounts
registered in "street name" and will be the sole responsibility of such
participants.

     A global note may not be transferred except as a whole by DTC or a nominee
of DTC to a nominee of DTC or to DTC. A global note is exchangeable for
certificated registered notes only if:

     o   DTC notifies us that it is unwilling or unable to continue as a
         depositary for such global note or if at any time DTC ceases to be a
         clearing agency registered under the Exchange Act and we do not appoint
         a successor depository within 90 days of such notice,

     o   we in our discretion at any time determine not to have all the
         registered notes represented by such global note, or

     o   there shall have occurred and be continuing a default or an event of
         default with respect to the registered notes represented by such global
         note.

Any global note that is exchangeable for certificated registered notes pursuant
to the preceding sentence will be exchanged for certificated registered notes in
authorized denominations and registered in such names as DTC or any successor
depositary holding such global note may direct. Subject to the foregoing, a
global note is not exchangeable, except for a global note of like denomination
to be registered in the name of DTC or any successor depositary or its nominee.
In the event that a global note becomes exchangeable for certificated registered
notes,

     o   certificated registered notes will be issued only in fully registered
         form in denominations of $1,000 or integral multiples thereof,

     o   payment of principal of, and premium, if any, and interest on, the
         certificated registered notes will be payable, and the transfer of the
         certificated registered notes will be registrable, at the office or
         agency of Alamosa (Delaware) maintained for such purposes, and


                                      129
<PAGE>

     o   no service charge will be made for any registration of transfer or
         exchange of the certificated registered notes, although we may require
         payment of a sum sufficient to cover any tax or governmental charge
         imposed in connection therewith.

     So long as DTC or any successor depositary for a global note, or any
nominee, is the registered owner of such global note, DTC or such successor
depositary or nominee, as the case may be, will be considered the sole owner or
holder of the registered notes represented by such global note for all purposes
under the indenture and the registered notes. Except as set forth above, owners
of beneficial interests in a global note will not be entitled to have the
registered notes represented by such global note registered in their names, will
not receive or be entitled to receive physical delivery of certificated
registered notes in definitive form and will not be considered to be the owners
or holders of any registered notes under such global note. Accordingly, each
person owning a beneficial interest in a global note must rely on the procedures
of DTC or any successor depositary, and, if such person is not a participant, on
the procedures of the participant through which such person owns its interest,
to exercise any rights of a holder under the indenture. We understand that under
existing industry practices, in the event that we request any action of holders
or that an owner of a beneficial interest in a global note desires to give or
take any action which a holder is entitled to give or take under the indenture,
DTC or any successor depositary would authorize the participants holding the
relevant beneficial interest to give or take such action and such participants
would authorize beneficial owners owning through such participants to give or
take such action or would otherwise act upon the instructions of beneficial
owners owning through them.

     DTC has advised us that DTC is a limited-purpose trust company organized
under the Banking Law of the State of New York, a member of the Federal Reserve
System, a "clearing corporation" within the meaning of the New York Uniform
Commercial Code and a "clearing agency" registered under the Exchange Act. DTC
was created to hold the securities of its participants and to facilitate the
clearance and settlement of securities transactions among its participants in
such securities through electronic book-entry changes in accounts of the
participants, thereby eliminating the need for physical movement of securities
certificates. DTC's participants include securities brokers and dealers (which
may include the initial purchasers of the outstanding notes), banks, trust
companies, clearing corporations and certain other organizations some of whom
(or their representatives) own DTC. Access to DTC's book-entry system is also
available to others, such as banks, brokers, dealers and trust companies, that
clear through or maintain a custodial relationship with a participant, either
directly or indirectly.

     Although DTC has agreed to the foregoing procedures in order to facilitate
transfers of interests in global notes among participants of DTC, it is under no
obligation to perform or continue to perform such procedures, and such
procedures may be discontinued at any time. DTC may discontinue providing its
services as depository with respect to the registered notes at any time by
giving reasonable notice to us or Wells Fargo Bank Minnesota, N.A., our agent.
Under such circumstances, in the event that a successor depository is not
obtained, certificated registered notes are required to be printed and
delivered.

     We may decide to discontinue use of the system of book-entry transfers
through DTC, or a successor depository. In that event, certificated registered
notes will be printed and delivered. None of us, the trustee or the initial
purchasers of the outstanding notes will have any responsibility for the
performance by DTC or its participants or indirect participants of their
respective obligations under the rules and procedures governing their
operations.



                                      130
<PAGE>

                       EXCHANGE OFFER; REGISTRATION RIGHTS

     We have agreed pursuant to a registration rights agreement with the initial
purchasers of the outstanding notes, for the benefit of the holders of the
outstanding notes, that we will, at our cost,

     o   file a registration statement with the Securities and Exchange
         Commission with respect to a registered offer within 90 days after the
         date of original issuance of the outstanding notes to exchange the
         outstanding notes for new notes of Alamosa (Delaware) having terms
         substantially identical in all material respects to the outstanding
         notes (except that the registered notes will not contain terms with
         respect to transfer restrictions), and

     o   use our reasonable best efforts to cause such registration statement to
         be declared effective under the Securities Act within 180 days after
         the date of original issuance of the outstanding notes.

     Once the registration statement that this prospectus is part of is declared
effective, we will offer the registered notes in exchange for surrender of the
outstanding notes. This offer will remain open for not less than 20 business
days (or longer if required by applicable law) after the date notice of the
exchange offer is mailed to the holders of the outstanding notes. For each
outstanding note surrendered pursuant to the exchange offer, the holder of such
outstanding note will receive a registered note having a principal amount equal
to that of the surrendered outstanding note.

     Under existing SEC interpretations, the registered notes would be freely
transferable by holders of the registered notes other than affiliates of Alamosa
(Delaware) after the exchange offer without further registration under the
Securities Act if the holder of the registered notes represents that it is
acquiring the registered notes in the ordinary course of its business, that it
has no arrangement or understanding with any person to participate in the
distribution of the registered notes and that it is not an affiliate of Alamosa
(Delaware), as such terms are interpreted by the SEC; provided, however, that
broker-dealers receiving registered notes in the exchange offer will have a
prospectus delivery requirement with respect to resales of such registered
notes. The SEC has taken the position that participating broker-dealers may
fulfill their prospectus delivery requirements with respect to registered notes
(other than a resale of an unsold allotment from the original sale of the
outstanding notes) with this prospectus. Under the registration rights
agreement, we are required to allow participating broker-dealers and other
persons, if any, with similar prospectus delivery requirements to use this
prospectus in connection with the resale of such registered notes.

     A holder of outstanding notes (other than certain specified holders) who
wishes to exchange such outstanding notes for registered notes in the exchange
offer will be required to represent that any registered notes to be received by
it will be acquired in the ordinary course of its business and that at the time
of the commencement of the exchange offer it has no arrangement or understanding
with any person to participate in the distribution (within the meaning of the
Securities Act) of the registered notes and that it is not an "affiliate" of
Alamosa (Delaware), as defined in Rule 405 of the Securities Act.

     In the event that,

     o   applicable interpretations of the staff of the Commission do not permit
         us to effect the exchange offer,

     o   for any reason the registration statement that this prospectus is part
         of is not declared effective within 180 days after the date of the
         original issuance of the outstanding notes or the exchange offer is not
         consummated within 240 days after the original issuance of the
         outstanding notes,

     o   any initial purchaser of outstanding notes so requests with respect to
         outstanding notes not eligible to be exchanged for registered notes in
         the exchange offer,


                                      131
<PAGE>

     o   any holder of outstanding notes (other than an initial purchaser) is
         not eligible to participate in such exchange offer or does not receive
         freely tradeable registered notes in such exchange offer other than by
         reason of such holder being an affiliate of Alamosa (Delaware), or

     o   in the case of any initial purchaser that participates in the exchange
         offer, such initial purchaser does not receive freely tradeable
         registered notes in exchange for outstanding notes constituting any
         portion of an unsold allotment (it being understood that the
         requirement that a participating broker-dealer deliver this prospectus
         in connection with sales of registered notes shall not result in such
         registered notes being not "freely tradeable"),

we will, at our cost,

     o   as promptly as practicable, file a shelf registration statement
         covering resales of the outstanding notes or registered notes, as the
         case may be,

     o   use our reasonable best efforts to cause the shelf registration
         statement to be declared effective under the Securities Act, and

     o   keep the shelf registration statement effective until the earliest of,

         (1)   two years after its effective date,

         (2)   such time as all of the securities included on the shelf
               registration statement have been sold thereunder, and

         (3)   such time as the securities included on the shelf registration
               statement are eligible for resale under Rule 144(k) of the
               Securities Act without restriction.

     We will, in the event a shelf registration statement is filed, among other
things, provide to each holder for whom such shelf registration statement was
filed, copies of the prospectus which is a part of the shelf registration
statement, notify each such holder when the shelf registration statement has
become effective and take certain other actions as are required to permit
unrestricted resales of the outstanding notes or the registered notes, as the
case may be. A holder selling such registered notes or outstanding notes
pursuant to the shelf registration statement generally would be required to be
named as a selling security holder in the related prospectus and to deliver a
prospectus to purchasers, will be subject to certain of the civil liability
provisions under the Securities Act in connection with such sales and will be
bound by the provisions of the registration rights agreement which are
applicable to such holder (including certain indemnification obligations).

     If,

     o   on or prior to the 90th day following the date of original issuance of
         the outstanding notes, neither the registration statement that this
         prospectus is part of nor the shelf registration statement has been
         filed with the Commission,

     o   on or prior to the 180th day following the date of original issuance of
         the outstanding notes, neither the registration statement that this
         prospectus is part of nor the shelf registration statement has been
         declared effective,

     o   on or prior to the 210th day following the date of original issuance of
         the outstanding notes, neither the exchange offer has been consummated
         nor the shelf registration statement has been declared effective, or


                                      132
<PAGE>

     o   after the shelf registration statement has been declared effective,
         such registration statement ceases to be effective or usable in
         connection with resales of notes in accordance with and during the
         periods specified in the registration rights agreement (each such event
         referred to in the prior two bullet points a "registration default"),

special interest will accrue (in addition to the stated interest on the notes
and the registered notes) on the principal amount from and including the date on
which any such registration default shall occur to but excluding the date on
which all registration defaults have been cured. Special interest will accrue on
the principal amount of the notes at a rate of 0.25% per annum. Special interest
will be computed on the basis of a 360-day year comprised of twelve 30-day
months.

     Because the registration statement was filed on May 9, 2001, special
interest (in addition to the stated interest on the outstanding notes) accrued
on the principal amount of the outstanding notes from and including May 1, 2001
to but excluding May 9, 2001.

     The summary herein of certain provisions of the registration rights
agreement and the outstanding notes does not purport to be complete and is
subject to, and is qualified in its entirety by reference to, all the provisions
of the registration rights agreement and the form of outstanding notes, a copy
of which was filed as an exhibit to the registration statement of which this
prospectus is part.






                                      133
<PAGE>

                              PLAN OF DISTRIBUTION

     Each broker-dealer that receives registered notes for its own account
pursuant to the exchange offer must acknowledge that it will deliver a
prospectus in connection with any resale of such registered notes. This
prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of registered notes received in
exchange for outstanding notes where such outstanding notes were acquired as a
result of market-making activities or other trading activities. We have agreed
that, starting on the expiration date of the exchange offer and ending on the
close of business one year after the expiration date, we will make this
prospectus, as amended or supplemented, available to any broker-dealer for use
in connection with any such resale. In addition, until __________, all dealers
effecting transactions in the registered notes may be required to deliver a
prospectus.

     We will not receive any proceeds from any sale of registered notes by
broker dealers. Registered notes received by broker-dealers for their own
account pursuant to the exchange offer may be sold from time to time in one or
more transactions in the over-the-counter-market, in negotiated transactions,
through the writing of options on the registered notes or a combination of such
methods of resale, at market prices prevailing at the time of resale, at prices
related to such prevailing market prices or at negotiated prices. Any such
resale may be made directly to purchasers or to or through brokers or dealers
who may receive compensation in the form of commissions or concessions from any
such broker-dealer and/or the purchasers of any such registered notes. Any
broker-dealer that resells registered notes that were received by it for its own
account pursuant to the exchange offer and any broker or dealer that
participates in a distribution of such registered notes may be deemed to be an
"underwriter" within the meaning of the Securities Act and any profit resulting
from any such resale of registered notes and any commissions or concessions
received by any such persons may be deemed to be underwriting compensation under
the Securities Act. The letter of transmittal states that by acknowledging that
it will deliver and by delivering a prospectus, a broker-dealer will not be
deemed to admit that it is an "underwriter" within the meaning of the Securities
Act.

     For a period of one year after the expiration date of the exchange offer,
we will promptly send additional copies of this prospectus and any amendment or
supplement to this prospectus to any broker-dealer that requests such documents
in the letter of transmittal. We have agreed to pay all expenses incident to the
exchange offer (including the expenses of one counsel for the holders of the
outstanding notes) other than commissions or concessions of any brokers or
dealers and will indemnify the holders of the outstanding notes (including any
broker-dealers) against certain liabilities, including liabilities under the
Securities Act.








                                      134
<PAGE>

                MATERIAL UNITED STATES FEDERAL TAX CONSIDERATIONS

     This is a general discussion of certain United States federal tax
consequences associated with the exchange of our outstanding notes for
registered notes to be issued in the exchange offer and the ownership, and
disposition of those registered notes applicable to you if you acquired our
outstanding notes in the initial offering and hold our notes as a capital asset
(generally, property held for investment). We do not discuss all aspects of
United States federal taxation that may be important to you in light of your
individual investment circumstances, such as if special tax rules apply to you,
for example, if you are a bank, thrift, real estate investment trust, regulated
investment company, insurance company, dealer in securities or currencies,
trader in securities that uses a mark-to-market method accounting for your
securities holdings, expatriate, tax-exempt investor and partnership, or if you
will hold notes as a position in a "straddle," as part of a "synthetic security"
or "hedge," as part of a "conversion transaction" or other integrated investment
or as other than a capital asset. Our discussion is based on current provisions
of the Internal Revenue Code of 1986, as amended (the "Code"), Treasury
Regulations, judicial opinions, published positions of the United States
Internal Revenue Service and other applicable authorities, all as in effect on
the date of this prospectus and all of which are subject to differing
interpretations or change, possibly with retroactive effect. We have not sought
and will not seek, any ruling from the IRS with respect to the positions and
issues discussed in this prospectus, and there can be no assurance that the IRS
will not take a different position concerning the tax consequences from the
exchange of our outstanding notes for registered notes to be issued in the
exchange offer, ownership and taxable disposition of our notes or that any
position taken by the IRS would not be sustained. We urge you to consult your
tax advisor about the United States federal tax consequences of exchanging,
holding, and disposing of our notes, as well as any tax consequences that may
arise under the laws of any foreign, state, local, or other taxing jurisdiction.

     For purposes of this discussion, a "U.S. Holder" is a holder of our notes
that is:

     o   a citizen or resident of the United States;

     o   a corporation or other entity created or organized in the United States
         or under the laws of the United States or of any political subdivision
         of the United States;

     o   an estate, the income of which is includible in gross income for United
         States federal income tax purposes regardless of its source; or

     o   a trust, the administration of which is subject to the primary
         supervision of a United States court and that has one or more U.S.
         persons who have the authority to control all substantial decisions of
         the trust.

     A "Non-U.S. Holder" is a holder of our notes that is not a U.S. Holder.

U.S. FEDERAL TAXATION OF U.S. HOLDERS

     EXCHANGE OFFER. The exchange of outstanding notes for registered notes in
the exchange offer will not constitute a taxable event for U.S. Holders.
Consequently, a U.S. Holder will not recognize gain upon receipt of a registered
note in exchange for notes in the exchange offer, the U.S. Holder's basis in the
registered note received in the exchange offer will be the same as its basis in
the corresponding note immediately before the exchange and the U.S. Holder's
holding period in the registered note will include its holding period in the
original note.

     We are obligated to pay additional interest on the notes under certain
circumstances described under "Exchange Offer; Registration Rights." Although
the matter is not free from doubt, such additional interest should be taxable as
ordinary income at the time it accrues or is received in accordance with the
U.S. Holder's regular method of accounting for federal income tax purposes. It
is possible, however, that the IRS may take a different position, in which case
the timing and amount of income inclusion may be different from that described
above. U.S. Holders should consult their tax advisors about payments of
additional interest.

                                      135
<PAGE>

     INTEREST. Interest paid to a U.S. Holder generally will be taxable to a
U.S. Holder as ordinary interest income at the time it accrues or is received,
in accordance with the U.S. Holder's method of account for federal income tax
purposes.

     DISPOSITION OF NOTES. Upon the sale, exchange, redemption or other
disposition of a note, a U.S. Holder generally will recognize taxable gain or
loss equal to the difference between (i) the sum of cash plus the fair market
value of all other property received on such disposition (except to the extent
such cash or property is attributable to accrued buy unpaid interest, which is
treated as interest as described above) and (ii) such holder's adjusted tax
basis in the note. A U.S. Holder's adjusted tax basis in a note generally will
equal the cost of the note to such holder, less any principal payments received
by such holder.

     Gain or loss recognized on the disposition of a note generally will be
capital gain or loss, and will be long-term capital gain or loss if, at the
time such disposition, the U.S. Holder's holding period for the note is more
than 12 months. The maximum federal long-term capital gain rate is 20% for
noncorporate U.S. Holders and 35% for corporate U.S. Holders. The deductibility
of capital losses by U.S. Holders is subject to limitations.

U.S. FEDERAL INCOME TAXATION OF NON-U.S. HOLDERS

     EXCHANGE OF OFFER. The exchange of notes for registered notes in the
exchange offer will not constitute a taxable event for a Non-U.S. Holder.

     INTEREST. Interest paid to a Non-U.S. Holder will generally not be subject
to withholding of United States federal income tax provided that all of the
following are true:

     o   the non-U.S. Holder does not actually or constructively own 10% or more
         of the total combined voting power of all our classes of stock entitled
         to vote;

     o   the Non-U.S. Holder is not a controlled foreign corporation to which we
         are a related person for United States federal income tax purposes; and

     o   the Non-U.S. Holder certifies, under penalties of perjury, that it is a
         Non-U.S. Holder and provides its name and address.

     Interest paid to a Non-U.S. Holder that does not qualify for the above
exception from withholding tax would generally be subject to withholding of
United States federal income tax at the rate of 30% unless the Non-U.S. Holder
of the note provides us or our paying agent, as the case may be, with a properly
executed (1) IRS Form 1001 (or successor form) claiming an exemption from (or
reduction in) withholding under the benefit of an applicable tax treaty or (2)
IRS Form 4224 (or successor form) stating that the interest paid on the note is
not subject to withholding tax because it is effectively connected with the
Non-U.S. Holder's conduct of a trade or business in the United States. If,
however, the interest is effectively connected with the conduct of a trade or
business in the United States by the Non-U.S. Holder, the interest will be
subject to United States federal income tax imposed on net income on the same
basis that applies to U.S. persons generally, and, for corporate holders and
under certain circumstances, the branch profits tax equal to 30 percent of the
Non-U.S. Holder's "effectively connected earnings and profits" (as adjusted for
certain items). Non-U.S. Holders should consult any applicable income tax
treaties that may provide for a reduction of, or exemption from, withholding
taxes.

     GAIN ON DISPOSITION. A Non-U.S. Holder will generally not be subject to
United States federal income tax, including by way of withholding, on gain
recognized on a sale or other disposition of our notes unless any one of the
following is true:

     o   the gain is effectively connected with the conduct of a trade or
         business in the United States by the Non-U.S. Holder;


                                      136
<PAGE>

     o   the Non-U.S. Holder is a nonresident alien individual present in the
         United States for 183 or more days in the taxable year of the
         disposition and certain other requirements are met; or

     o   the Non-U.S. Holder is subject to tax pursuant to provisions of the
         United States federal income tax law applicable to certain United
         States expatriates.

     Gain that is effectively connected with the conduct of a trade or business
in the United States by the Non-U.S. Holder will be subject to the United
States federal income tax imposed on net income on the same basis that applies
to U.S. persons generally, and, for corporate holders and under certain
circumstances, the branch profits tax (described above), but will not be subject
to withholding. Non-U.S. Holders should consult any applicable income tax
treaties that may provide for different rules.

         UNITED STATES FEDERAL ESTATE TAXES. A note that is owned or treated as
owned by an individual who is not a citizen or resident, as specially defined
for United States federal estate tax purposes, of the United States on the date
of that person's death will not be included in his or her estate for United
States federal estate tax purposes, provided that both of the following are
true:

     o   the Non-U.S. Holder does not actually or constructively own 10% or more
         of the total combined voting power of all of our classes of stock
         entitled to vote on the date of that person's death; and

     o   the interest on the note would not have been effectively connected with
         the conduct of trade or business in the United States if it had been
         received by that person on the date of that person's death.

INFORMATION REPORTING AND BACKUP WITHHOLDING

     Generally, we must report annually to the IRS and to each Non-U.S. Holder
the amount of interest that we paid to that holder, and the amount of tax that
we withheld on the interest. This information may also be made available to the
tax authorities of a country in which the Non-U.S. Holder resides.

     Under current United States Regulations, United States information
reporting requirements and backup withholding tax at a rate of 31% will
generally apply to interest and gross proceeds received with respect to a note.
Backup withholding tax will generally not apply to interest and gross proceeds
received by a Non-U.S. Holder who furnishes a certificate of foreign status and
makes any other required certification, or who is otherwise exempt from backup
withholding. Generally, a Non-U.S. Holder will provide this certification on IRS
Form W8BEN (Certificate of Foreign Status).


                                      137
<PAGE>

                            ALAMOSA (DELAWARE), INC.
                   SELECTED UNAUDITED PRO FORMA FINANCIAL DATA

The following unaudited pro forma condensed combined financial statements
combine the historical balance sheets and statements of operations of Alamosa
(Delaware), Roberts, WOW and Southwest. These unaudited pro forma financial
statements give effect to the January 31, 2001 issuance of the 12 1/2% senior
notes and the acquisitions of Roberts, WOW and Southwest using the purchase
method of accounting. To assist you in your analysis of the financial aspects of
each of these transactions, both individually and combined, we have presented
this set of unaudited pro forma condensed combined financial statements to
demonstrate the financial aspects of the combined transaction.

We derived this information from the audited financial statements of Alamosa
(Delaware), Roberts, WOW and Southwest for the year ended December 31, 2000.
This information is only a summary and should be read in conjunction with the
historical financial statements and related notes contained elsewhere herein for
the period presented.

The unaudited pro forma condensed combined statement of operations for the year
ended December 31, 2000 assumes the issuance of the outstanding notes and the
acquisitions of Roberts, WOW and Southwest were effected on January 1, 2000. The
unaudited pro forma condensed combined balance sheet as of December 31, 2000
gives effect to the issuance of the outstanding notes and the acquisitions of
Roberts, WOW and Southwest as if they had occurred on December 31, 2000. The
accounting policies of Alamosa (Delaware), Roberts, WOW and Southwest are
comparable. Certain reclassifications have been made to Roberts', WOW's and
Southwest's historical presentation to conform to Alamosa (Delaware)'s
presentation. These reclassifications do not impact Alamosa (Delaware)'s,
Roberts', WOW's or Southwest's operations or financial position for the periods
presented.

The pro forma adjustments, which are based upon available information and upon
certain assumptions that we believe are reasonable, are described in the
accompanying notes. The actual allocation of these adjustments will be different
and the difference may be material.

We are providing the unaudited pro forma condensed combined financial
information for illustrative purposes only. The companies may have performed
differently had they always been combined. You should not rely on the unaudited
pro forma condensed combined financial information as being indicative of the
historical results that would have been achieved had the companies always been
combined or the future results that the combined company will experience.



                                      138
<PAGE>


         ALAMOSA (DELAWARE), INC. (FORMERLY ALAMOSA PCS HOLDINGS, INC.)
              UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
                             AS OF DECEMBER 31, 2000




<TABLE>
<CAPTION>


                                                                            Issuance of                            Alamosa
                                                      Historical              12 1/2%                          Pro Forma Adjust
                                                        Alamosa             Senior Notes         Subtotal           ments
                                                   -----------------    -----------------  ------------------  -------------------
ASSETS                                                                      (Note 1)                               (Note 2)
<S>                                                  <C>                 <C>                <C>                 <C>
Current Assets:
   Cash and cash equivalent                          $ 141,768,167       $ 182,000,000      $ 323,768,167       $        --
   Restricted cash                                            --            59,000,000(1a)     59,000,000                --
   Short-term investments                                1,600,000                --            1,600,000                --
   Accounts receivable, net                             14,746,930                --           14,746,930                --
   Inventory                                             2,752,788                --            2,752,788                --
   Prepaid expenses and other assets                     4,072,645                --            4,072,645          42,717,944
                                                   -----------------    -----------------  ------------------  -------------------
      Total current assets                             164,940,530         241,000,000        405,940,530          42,717,944

Property and equipment, net                            228,982,869                --          228,982,869                --
Notes receivable from Roberts and Roberts
Holdings' members                                       46,865,233                --           46,865,233                --
Debt issuance costs, net                                13,108,376           9,000,000(1b)     22,108,376                --
Intangible and other noncurrent assets                   4,501,005                --            4,501,005         (42,717,944)
                                                   -----------------    -----------------  ------------------  -------------------
      Total assets                                   $ 458,398,013       $ 250,000,000      $ 708,398,013       $        --
                                                   =================    =================  ==================  ===================

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Accounts payable and accrued expenses              $  59,749,061       $        --        $  59,749,061       $        --
  Accounts payable to related parties                    1,636,745                --            1,636,745                --
  Current notes payable and installments of
  capital leases                                            35,778                --               35,778                --
  Microwave relocation obligation and other
  current liabilities                                         --                  --                 --                  --
                                                   -----------------    -----------------  ------------------  -------------------
      Total current liabilities                         61,421,584                --           61,421,584                --

  Capital lease obligations, noncurrent                  1,038,614                --            1,038,614                --
  Long-term debt                                       263,804,132         250,000,000        513,804,132                --
  Warrant and option liabilities                              --                  --                 --                  --
  Deferred tax and other noncurrent liabilities            735,593                --              735,593                --
                                                   -----------------    -----------------  ------------------  -------------------
      Total liabilities                                326,999,923         250,000,000        576,999,923                --
                                                   -----------------    -----------------  ------------------  -------------------

Commitments and  contingencies
Shareholders' equity:
  Preferred stock                                             --                  --                 --                  --
  Shareholders' equity (deficit)/members'
  equity (deficit                                      132,510,903                --          132,510,903                --
  Unearned compensation                                 (1,112,813)               --           (1,112,813)               --
                                                   -----------------    -----------------  ------------------  -------------------
      Total shareholders' equity                       131,398,090                --          131,398,090                --
                                                   -----------------    -----------------  ------------------  -------------------
      Total liabilities, redeemable preferred
      stock and shareholders' equity                   458,398,013       $ 250,000,000      $ 708,398,013       $        --
                                                   =================    =================  ==================  ===================

</TABLE>


<TABLE>
<CAPTION>

                                                           Roberts Merger                                WOW Merger
                                                 --------------------------------------  ------------------------------------------
                                                     Historical
                                                      Roberts            Pro Forma             Historical        Pro Forma
                                                      Wireless         Adjustments                WOW           Adjustments
                                                 -----------------  -------------------  ------------------  ----------------------
ASSETS                                                                   (Note 3)                                    (Note 4)
<S>                                               <C>               <C>                    <C>               <C>
Current Assets:
  Cash and cash equivalents ...................   $        --       $        --            $     8,441,896   $          --
  Restricted cash .............................            --                --                       --                --
  Short-term investments ......................            --                --                       --                --
  Accounts receivable, net ....................       3,704,786          (952,183)(3g)             552,018          (641,723)(4f)
  Inventory ...................................       1,156,207              --                    510,089              --
  Prepaid expenses and other assets ...........         364,296        (1,045,785)(3f)             273,632              --
                                                 -----------------  --------------       ------------------  ----------------
     Total current assets .....................       5,225,289        (1,997,968)               9,777,635          (641,723)

Property and equipment, net ...................      67,136,728        (7,095,293)              36,686,735              --
Notes receivable from Roberts and Roberts
Holdings' members .............................      16,375,106       (37,000,000)(3f)                  --        (9,865,233)(4e)
Debt issuance costs, net ......................       1,849,450        (1,849,450)               1,479,324        (1,479,324)
Intangible and other noncurrent assets ........       6,403,772       447,560,622 (3a)             149,232        207,133,426(4a, b)
                                                 -----------------  --------------       ------------------  ----------------
     Total assets .............................   $  96,990,345     $ 399,617,911          $    48,092,926   $   195,147,146
                                                 =================  ==============       ==================  ================

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Accounts payable and accrued expenses .......   $  18,616,283     $  (1,997,968)(3f,g)   $     7,825,710   $      (622,998)(4f)
  Accounts payable to related parties .........            --                --                       --                --
  Current notes payable and installments of
  capital leases...............................      37,320,272       (37,000,000)(3f)           9,865,233        (9,865,233)(4e)
  Microwave relocation obligation and other
  current liabilities .........................           --                 --                       --                --
                                                 -----------------  --------------       ------------------  ----------------
     Total current liabilities ................      55,936,555       (38,997,968)              17,690,943       (10,488,231)

  Capital lease obligations, noncurrent .......            --                --                       --                --
  Long-term debt ..............................      56,000,000         8,940,164               30,960,318        17,602,302
  Warrant and option liabilities ..............            --                --                       --
  Deferred tax and other noncurrent liabilities            --         123,241,331 (3b)                            57,036,741 (4b)
                                                 -----------------  --------------       ------------------  ----------------
     Total liabilities ........................     111,936,555        93,183,527               48,651,261        64,150,812
                                                 -----------------  --------------       ------------------  ----------------


Commitments and  contingencies
Shareholders' equity:
  Preferred stock .............................            --                --                       --                --
  Shareholders' equity (deficit)/members' .....
  equity (deficit) ...........................     (14,946,210)      307,019,008                  (558,335)      130,996,334
  Unearned compensation .......................            --            (584,624)(3c)                --                --
                                                 -----------------  --------------       ------------------  ----------------
     Total shareholders' equity ...............     (14,946,210)      306,434,384                 (558,335)      130,996,334
                                                 -----------------  --------------       ------------------  ----------------

     Total liabilities, redeemable preferred
     stock and shareholders' equity ...........   $  96,990,345     $ 399,617,911          $    48,092,926   $   195,147,146
                                                 =================  ==============       ==================  ================
</TABLE>

<TABLE>
<CAPTION>
                                                           Southwest Merger
                                                 ----------------------------------------
                                                    Historical              Pro Forma
                                                    Southwest              Adjustments              Total
                                                 ------------------  ---------------------   --------------------
ASSETS                                                                       (Note 5)
<S>                                              <C>                   <C>                      <C>
Current Assets:
  Cash and cash equivalents ...................  $       837,285       $          --            $   333,047,348
  Restricted cash .............................             --                    --                 59,000,000
  Short-term investments ......................             --                    --                  1,600,000
  Accounts receivable, net ....................        5,357,377                  --                 22,767,205
  Inventory ...................................          703,548                  --                  5,122,632
  Prepaid expenses and other assets ...........           94,992                  --                 46,477,724
                                                 ------------------  -----------------       --------------------
     Total current assets .....................        6,993,202                  --                468,014,909

Property and equipment, net ...................       64,773,196                  --                390,484,235
Notes receivable from Roberts and Roberts
Holdings' members .............................              --                   --                 16,375,106
Debt issuance costs, net ......................        4,735,649            (4,735,649)              22,108,376
Intangible and other noncurrent assets ........          176,335           214,069,275(5a)          837,275,723
                                                 ------------------  -----------------       --------------------
     Total assets .............................  $    76,678,382       $   209,333,626          $ 1,734,258,349
                                                 ==================  ==================      ====================

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Accounts payable and accrued expenses .......  $    18,896,824       $          --            $   102,466,912
  Accounts payable to related parties .........          769,135                  --                  2,405,880
  Current notes payable and installments of
  capital leases ..............................             --                    --                    356,050
  Microwave relocation obligation and other
  current liabilities .........................             --                    --                       --
                                                 ------------------  -----------------       --------------------
     Total current liabilities ................       19,665,959                  --                105,228,842


  Capital lease obligations, noncurrent .......             --                    --                  1,038,614
  Long-term debt ..............................       71,556,437            12,300,000              711,163,353
  Warrant and option liabilities ..............       18,025,470           (18,025,470)
  Deferred tax and other noncurrent liabilities             --              58,946,612 (5b)         239,960,277
                                                 ------------------  -----------------       --------------------
     Total liabilities ........................      109,247,866            53,221,142            1,057,391,086
                                                 ------------------  -----------------       --------------------


Commitments and  contingencies
Shareholders' equity:
  Preferred stock .............................             --                    --                       --
  Shareholders' equity (deficit)/members'
  equity (deficit) ............................      (32,569,484)          156,112,484              678,564,700
  Unearned compensation .......................             --                    --                 (1,697,437)
                                                 ------------------  -----------------       --------------------
     Total shareholders' equity ...............      (32,569,484)          156,112,484              676,867,263
                                                 ------------------  -----------------       --------------------

     Total liabilities, redeemable preferred
     stock and shareholders' equity ...........  $    76,678,382       $   209,333,626          $ 1,734,258,349
                                                 ==================  ==================      ====================

</TABLE>



                                      139
<PAGE>

<TABLE>
<CAPTION>


                                                                            Issuance of                            Alamosa
                                                      Historical              12 1/2%                          Pro Forma Adjust
                                                        Alamosa             Senior Notes         Subtotal           ments
                                                   -----------------    -----------------  ------------------  -------------------
REVENUES:                                                                   (Note 1)                               (Note 2)
<S>                                                  <C>                 <C>                <C>                 <C>
  Service revenues                                     $  73,499,638    $        --            $  73,499,638    $        --
  Product sales                                            9,200,669             --                9,200,669             --
                                                   -----------------    -----------------  ------------------  -------------------
     Total revenue                                        82,700,307             --               82,700,307             --
                                                   -----------------    -----------------  ------------------  -------------------
Costs and Expenses:
  Cost of service and operations                          54,593,689             --               54,593,689             --
  Cost of service and operations - related parties              --               --                     --               --
  Cost of products sold                                   20,524,427             --               20,524,427             --
  Selling and marketing                                   46,513,835             --               46,513,835             --
  Selling and marketing - related parties                       --               --                     --               --
  General and administrative expenses                      9,537,510             --                9,537,510             --
  Selling, general and administrative                           --               --                     --               --
  Equity participation compensation expense                5,650,625             --                5,650,625             --
  General and administrative - related parties                  --               --                     --               --
  Terminated merger and acquisition costs                  2,246,789             --                2,246,789             --
  Depreciation and amortization                           12,530,038             --               12,530,038             --
                                                   -----------------    -----------------  ------------------  -------------------
     Total costs and expenses                            151,596,913             --              151,596,913             --
                                                   -----------------    -----------------  ------------------  -------------------

     Loss from operations                                (68,896,606)            --              (68,896,606)            --

Interest and other income                                 14,483,431             --               14,483,431             --
Interest expense                                         (25,774,925)     (32,150,000)           (57,924,925)         (77,542)
                                                   -----------------    -----------------  ------------------  -------------------
     Loss before income tax benefit                      (80,188,100)     (32,150,000)          (112,338,100)         (77,542)

Income tax benefit                                              --               --                     --         42,717,944
                                                   -----------------    -----------------  ------------------  -------------------
     Net income/(loss)                                 $ (80,188,100)   $ (32,150,000)         $(112,338,100)   $  42,640,402
                                                   =================    =================  ==================  ===================

         Net loss per common share, basic
         and diluted                                   $       (1.33)

         Weighted average common shares outstanding,
         basic and diluted                                60,198,390
</TABLE>


<TABLE>
<CAPTION>

                                                              Roberts Merger                                WOW Merger
                                                    --------------------------------------  ----------------------------------------
                                                        Historical
                                                         Roberts            Pro Forma             Historical        Pro Forma
                                                         Wireless         Adjustments                WOW           Adjustments
                                                     -----------------  -------------------  ------------------  -------------------
                                                                         (Note 3)                                    (Note 4)
<S>                                               <C>               <C>                    <C>               <C>
Revenues:
  Service revenues                                      $  13,413,135    $        --            $   1,823,485    $        --
  Product sales                                             1,315,616             --                  682,576             --
                                                     -----------------  -------------------  ------------------  -------------------
     Total revenue                                         14,728,751             --                2,506,061             --
                                                     -----------------  -------------------  ------------------  -------------------

Costs and Expenses:
  Cost of service and operations                           10,004,526             --                4,373,599             --
  Cost of service and operations - related parties               --               --                     --               --
  Cost of products sold                                     2,493,853             --                1,750,059             --
  Selling and marketing                                     6,975,964             --                4,106,230             --
  Selling and marketing - related parties                        --               --                     --               --
  General and administrative expenses                       2,507,262          350,000(3c,g)        4,218,699             --
  Selling, general and administrative                            --               --                     --               --
  Equity participation compensation expense                      --            116,925(3c)               --               --
  General and administrative - related parties                   --               --                  158,649             --
  Terminated merger and acquisition costs                        --               --                     --               --
  Depreciation and amortization                             5,671,944       24,027,603 (3d)         1,432,661       11,443,836(4c)
                                                     -----------------  -------------------  ------------------  -------------------
     Total costs and expenses                              27,653,549       24,494,528             16,039,897       11,443,836
                                                     -----------------  -------------------  ------------------  -------------------

     Loss from operations                                 (12,924,798)     (24,494,528)           (13,533,836)     (11,443,836)

Interest and other income                                      98,085             --                  155,966             --
Interest expense                                           (3,279,364)      (1,151,046)(3e)          (978,159)      (2,266,296)(4d)
                                                     -----------------  -------------------  ------------------  -------------------
     Loss before income tax benefit                       (16,106,077)     (25,645,574)           (14,356,029)     (13,710,132)

Income tax benefit                                               --         13,325,584(3d)                 --        9,467,685(4c)
                                                     -----------------  -------------------  ------------------  -------------------
     Net income/(loss)                                  $ (16,106,077)   $ (12,319,990)         $ (14,356,029)   $  (4,242,447)
                                                     =================  ===================  ==================  ==================-
</TABLE>


<TABLE>
<CAPTION>
                                                                 Southwest Merger
                                                       ----------------------------------------
                                                          Historical              Pro Forma
                                                          Southwest              Adjustments              Total
                                                       ------------------  ---------------------   --------------------
                                                                                   (Note 5)
<S>                                                        <C>                   <C>                      <C>
Revenues:
  Service revenues                                      $  27,129,444          $        --                $ 115,865,702
  Product sales                                             2,731,731                   --                   13,930,592
                                                       ------------------  ---------------------   --------------------
     Total revenue                                         29,861,175                   --                  129,796,294
                                                       ------------------  ---------------------   --------------------

Costs and Expenses:
  Cost of service and operations                           10,297,643                   --                   79,269,457
  Cost of service and operations - related parties               --                     --                         --
  Cost of products sold                                     8,819,132                   --                   33,587,471
  Selling and marketing                                    17,084,857                   --                   74,680,886
  Selling and marketing - related parties                        --                     --                         --
  General and administrative expenses                       4,379,329                   --                   20,992,800
  Selling, general and administrative                       2,127,857                   --                    2,127,857
  Equity participation compensation expense                      --                     --                    5,767,550
  General and administrative - related parties                   --                     --                      158,649
  Terminated merger and acquisition costs                        --                     --                    2,246,789
  Depreciation and amortization                             7,500,760             12,163,027(5c)             74,769,869
                                                       ------------------  ---------------------   --------------------
     Total costs and expenses                              50,209,578             12,163,027                293,601,328
                                                       ------------------  ---------------------   --------------------

     Loss from operations                                 (20,348,403)           (12,163,027)              (163,805,034)
Interest and other income                                      98,339                   --                   14,835,821
Interest expense                                           (7,059,737)            (2,085,189) (5d,e)        (74,822,258)
                                                       ------------------  ---------------------   --------------------
     Loss before income tax benefit                       (27,309,801)           (14,248,216)              (223,791,471)
Income tax benefit                                               --               14,519,336(5c)             80,030,549
                                                       ------------------  ---------------------   --------------------
     Net income/(loss)                                  $ (27,309,801)         $     271,120              $(143,760,922)
                                                       ==================  =====================   ====================


         Net loss per common share, basic
         and diluted                                                                                      $       (1.58)
         Weighted average common shares outstanding,
         basic and diluted                                                                                   90,848,390
</TABLE>


                                      140
<PAGE>


CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 - ADJUSTMENTS FOR ISSUANCE OF 12 1/2% SENIOR NOTES

Adjustments have been made to Alamosa (Delaware)'s historical financial
statements to illustrate the effects of the January 31, 2001 issuance of the
12 1/2% senior notes in the amount of $250 million.

(1a)     Approximately $59.0 million of the net proceeds were used to establish
         a security account to secure payment on a pro rata basis the payment
         obligations under the 12 1/2% senior notes and Alamosa (Delaware)'s
         existing 12 7/8% senior discount notes.

(1b)     Debt issuance costs, comprised of a 3% commitment fee and $1.5 million
         of other expenses, will be amortized on a straight-line basis over the
         ten-year life of the senior notes.

NOTE 2 - ALAMOSA PRO FORMA ADJUSTMENTS

The pro forma income tax expense adjustments to Alamosa (Delaware)'s historical
financial statements represent the reversal of the deferred tax asset valuation
allowance and the resulting recognition of its deductible net operating loss
carry forwards. These adjustments were based on an assessment of the combined
past and expected future taxable income of Alamosa (Delaware) and expected
reversals of the temporary differences from the Roberts, WOW and Southwest
mergers.

On December 20, 2000, we announced that we had entered into a commitment letter
with a group of banks providing for a new senior credit facility of up to $280
million, to be made to Alamosa Holdings, LLC. The senior secured credit facility
was closed and initial funding of $150 million was made on February 14, 2001 in
connection with the completion of the Roberts and WOW mergers. A portion of the
proceeds of the credit facility were used to refinance Alamosa (Delaware)'s
existing credit facility, to fund the cash portion of the consideration in the
Roberts and WOW mergers, and to pay transaction costs. On March 30, 2001, the
senior credit facility was increased from $280 million to $333 million. The
additional $53 million was used to pay off the secured portion of Southwest's
$82 million of debt assumed in the closing of the merger. Remaining proceeds
will be used for general corporate purposes, including funding capital
expenditures, subscriber acquisition costs and marketing costs, purchase of
spectrum and working capital needs. The credit facility is comprised of a term
facility of $293 million and a revolving credit facility of $40 million, each
with a term of seven years. The rate of interest will be based on LIBOR plus an
interest margin.

The pro forma adjustment to interest expense reflects Alamosa (Delaware)'s
incremental expense based on the new rate of interest applicable under the
senior secured credit facility.

A 1/8% variance in interest rates would increase or decrease interest expense
by $38,771 for the year-ended December 31, 2000.

NOTE 3 - THE ROBERTS MERGER

Pursuant to the Roberts reorganization agreement, the members of Roberts formed
Roberts Wireless Holdings, L.L.C., which held all of the outstanding membership
interest of Roberts. On February 14, 2001, Roberts Holdings merged with and into
Alamosa Holdings. Each unit of membership interest of Roberts Holdings was
converted into the right to receive (i) 675 shares of Alamosa Holdings common
stock, and (ii) up to $200 in cash, without any interest thereon. The aggregate
consideration paid in the Roberts merger was 13,500,000 shares of Alamosa
Holdings common stock and $4.0 million in cash. Alamosa (Delaware) also assumed
the net debt of Roberts, which amounted to approximately $56.0 million.

To obtain the consent of Sprint PCS to the terms of the Roberts reorganization
agreement, Alamosa (Delaware) agreed to make certain payments to Sprint PCS if
Roberts did not meet its network build-out timetables in certain markets. With
respect to each of these markets for which the target dates have passed, Roberts
either has met all launch and build-out requirements or has been granted an
extension by Sprint PCS under a "force majeure" exception.



                                      141
<PAGE>

The unaudited pro forma condensed combined balance sheet and unaudited pro forma
condensed combined statement of operations have been adjusted for the Roberts
merger, which includes Alamosa (Delaware)'s acquisition of Roberts in exchange
for cash and stock in Alamosa Holdings. The Roberts merger will be accounted for
using the purchase method of accounting.

The pro forma adjustments represent the purchase accounting adjustments
necessary to reflect the Roberts merger. The aggregate purchase price was
calculated as follows:

<TABLE>
<CAPTION>


<S>                                                                                                <C>
         Outstanding Membership interests of Roberts Holdings                                      20,000
         Exchange ratio per membership interest                                                       675
                                                                                            -------------
         Equivalent Holding Company trading common shares                                      13,500,000
         Average trading price                                                              $       21.56    (i)
                                                                                            -------------
           Subtotal                                                                         $ 291,060,000
         Cash consideration                                                                     4,000,000
         Fair market value of stock options issued                                                428,175    (ii)
         Merger-related costs                                                                   4,940,164    (iii)
         Assumed deferred tax liability                                                       123,241,331    (3b)
                                                                                            -------------
           Total consideration                                                              $ 423,669,670
                                                                                            =============

Goodwill was calculated as follows:

         Total consideration                                                                $ 423,669,670
         Less:
                  Roberts members' equity at December 31, 2000                                (14,946,210)
                  Write-off deferred debt issuance costs and other intangible assets           (8,228,343)
                  Excluded assets                                                              (7,095,293)   (iv)
                  Estimated fair value of Sprint PCS affiliation and operating agreements     330,698,185
                                                                                            -------------
                           Goodwill                                                         $ 123,241,331
                                                                                            =============

</TABLE>

(i)   The average trading price is based on the average of the closing prices of
      Alamosa (Delaware)'s common stock for the two days before, the day of, and
      the two days after the date of the announcement of the Roberts merger,
      July 31, 2000.

(ii)  Pursuant to the Roberts reorganization agreement, at the closing of the
      Roberts merger, Alamosa Holdings issued stock options to purchase a total
      of 45,000 shares of Alamosa Holdings common stock to former employees and
      consultants of Roberts identified by Michael and Steven Roberts prior to
      closing. It is not anticipated that these employees and consultants will
      be providing services to Alamosa (Delaware) in the future. The options
      will have an exercise price of 90% of the market value of Alamosa Holdings
      common stock on the date of grant, which was February 14, 2001. The fair
      value of the stock options was based on a Black-Scholes valuation and has
      been recorded as additional consideration.

(iii) Costs of the Roberts merger have been included as additional purchase
      price and are:

           Investment banking fees                      $      2,356,639
           Legal, accounting and other                         2,583,525
                                                        ----------------
              Total merger-related costs                $      4,940,164
                                                        ----------------


                                      142
<PAGE>

(iv)  Pursuant to the Roberts reorganization agreement, Roberts transferred to
      the members, Roberts Tower Company or other entities controlled by them,
      $7,095,293 of real estate, towers, base stations and retail store sites
      that were funded directly or indirectly with capital contributions to
      Roberts by the members.

We have preliminarily allocated the excess of the estimated purchase price over
the estimated fair value of the net tangible identifiable assets acquired to the
Sprint PCS affiliation and operating agreements ($330,698,185) and goodwill
($123,241,331). A deferred tax liability has been assumed for the difference
between the reported amounts allocated to the Sprint PCS affiliation and
operating agreements and the underlying tax basis. The final allocation of the
excess purchase price over net identifiable assets, which will be determined by
an independent appraiser, will include, if applicable, recognition of fair value
adjustments to the tangible assets, liabilities and identifiable intangible
assets, including the Sprint PCS affiliation and operating agreements,
intellectual property, subscriber lists and residual goodwill. For illustrative
purposes, we have amortized all intangible assets over a period of 18.7 years to
reflect the remaining term of the underlying Sprint PCS affiliation and
operating agreements from the assumed date of the closing of the reorganization,
which for purposes of this presentation is December 31, 2000.

(3a)  The value assigned to the Sprint PCS affiliation and operating agreements
      of $330,698,185 and goodwill of $123,241,331 is recorded as a pro forma
      adjustment to the unaudited pro forma combined condensed balance sheet,
      less the write off of existing intangible assets of $6,378,893.

(3b)  A deferred tax liability has been recorded for the differences between the
      estimated fair value and tax bases of the Roberts assets acquired and
      liabilities assumed. We have assumed the estimated fair value of the
      assets acquired, other than the Sprint PCS affiliation and operating
      agreements, and liabilities assumed are equal to their tax bases. The
      effective tax rate of 38% is an estimate of the composite federal and
      state income tax rates. The deferred tax liability has been calculated as
      follows:

<TABLE>
<CAPTION>
                                                  Estimated                             Temporary
                                                  Fair Value          Tax Basis         Difference
                                              -----------------   -----------------  -----------------
<S>                                             <C>                   <C>              <C>
      Sprint PCS affiliation and operating
      agreements                                $ 330,698,185         $6,378,893       $ 324,319,292
      Estimated effective tax rate                                                                38%
                                                                                       -------------
      Deferred tax liability                                                           $ 123,241,331
                                                                                       =============
</TABLE>


(3c)  Represents the estimated cost associated with Michael Roberts', Steven
      Roberts' and Kay Gabbert's five-year consulting agreements. The aggregate
      annual cost of these consulting agreements totals $350,000 and has been
      recorded as compensation expense. In addition, as part of Ms. Gabbert's
      five-year consulting agreement, she will receive options for 40,000 shares
      of Alamosa Holdings common stock vesting over five years, at an exercise
      price of 90% of the market value of Alamosa (Delaware) common stock on
      July 1, 2000. The fair value associated with these stock options was based
      on a Black-Scholes valuation and has been recorded as unearned
      compensation amortized over five years.

(3d)  The pro forma adjustment to depreciation and amortization expense reflects
      the incremental amortization expense related to the intangible assets as
      if the Roberts merger occurred on January 1, 2000. The intangible assets
      related to the Sprint PCS affiliation and operating agreements and
      goodwill were amortized over 18.7 years. This amount totals $24,027,603
      for the year ended December 31, 2000. These amounts are exclusive of
      similar amortization expense already recorded by Roberts. A deferred tax
      benefit has been recorded for the Roberts Net Operating Loss ("NOL") based
      on the expectation of its realizability.

(3e)  The pro forma adjustment reflects an increase in interest expense related
      to the incremental debt to fund the cash consideration of the Roberts
      merger and merger-related costs, assuming an annual interest rate of 12


                                      143
<PAGE>

      7/8%. This interest rate is based on the terms of a new senior credit
      facility as discussed in Note 1. This interest amount totals $1,151,046
      for the year ended December 31, 2000. A 1/8% variance in interest rates
      would increase or decrease interest expense by $11,175 for the year ended
      December 31, 2000.

(3f)  The pro forma adjustment represents entries to eliminate Alamosa's note
      receivable and Roberts' corresponding note payable and related interest
      of $1,045,785 obtained pursuant to the loans agreement dated July 31, 2000
      whereby Alamosa Operations agreed to lend up to $26.6 million to Roberts
      and up to $15.0 million to the owners of Roberts to be used for the
      purpose of funding Roberts' working capital needs through the completion
      of the merger. As of December 31, 2000, $37.0 million had been funded
      under the loan agreements. At the completion of the Roberts acquisition,
      the Roberts promissory note was transferred to Alamosa (Delaware) and
      contributed as equity to its wholly owned subsidiary, Alamosa Holdings,
      LLC.

(3g)  The pro forma adjustment represents entries to eliminate Alamosa
      (Delaware)'s receivables and Roberts' corresponding payables generated
      pursuant to the services agreement dated July 31, 2000 whereby Alamosa
      Operations agreed to provide various services in connection with the
      operation of Roberts' business. Under the terms of the agreement, Roberts
      was to pay Alamosa (Delaware) a management fee of $100,000 per month and
      reimburse Alamosa (Delaware) for certain costs and expenses incurred by or
      paid by Alamosa (Delaware) pursuant to the agreement. As of December 31,
      2000, these amounts totaled $600,000 and $352,183, respectively.

NOTE 4 - THE WOW MERGER

Pursuant to the WOW reorganization agreement, the members of WOW formed WOW
Holdings, LLC, which held all of the outstanding membership interest of WOW. On
February 14, 2001, WOW Holdings merged with and into Alamosa Holdings. Each unit
of membership interest of WOW Holdings was converted into the right to receive
(i) 0.19171 shares of Alamosa Holdings common stock, and (ii) $0.396 in cash,
without any interest thereon. The aggregate consideration paid in the WOW merger
was 6,050,000 shares of Alamosa Holdings common stock and $12.5 million in cash.
Alamosa (Delaware) assumed the net debt of WOW which amounted to approximately
$31.0 million.

The unaudited pro forma condensed combined balance sheet and unaudited pro forma
condensed combined statement of operations have been adjusted for the WOW
merger, which includes Alamosa (Delaware)'s acquisition of WOW in exchange for
cash and stock in Alamosa Holdings. The WOW merger will be accounted for using
the purchase method of accounting.

The pro forma adjustments represent the purchase accounting adjustments
necessary to reflect the WOW merger. The aggregate purchase price was calculated
as follows:


    Outstanding Membership interests of WOW Holdings          31,558,046
    Exchange ratio per membership interest                       0.19171
                                                           -------------
    Equivalent Holding Company trading common shares           6,050,000
    Average trading price                                  $       21.56  (i)
                                                           -------------
       Subtotal                                            $ 130,438,000
    Cash consideration                                        12,500,000
    Merger-related costs                                       3,074,587  (ii)
    Assumption of value appreciation plan obligations          1,028,088  (iii)
    Assumed deferred tax liability                            57,036,741  (4b)
                                                           -------------
       Total consideration                                 $ 204,077,416
                                                           =============



                                      144
<PAGE>

Goodwill was calculated as follows:

<TABLE>
<CAPTION>

<S>                                                                            <C>
     Total consideration                                                       $  204,077,416
     Less:
     WOW members' equity at December 31, 2000, less investment banking fees        (1,576,687)  (ii)
     Write-off deferred debt issuance costs                                        (1,479,324)
     Estimated fair value of Sprint PCS affiliation and operating agreements      150,096,686
                                                                               --------------
        Goodwill                                                               $   57,036,741
                                                                               ==============
</TABLE>


(i)   The average trading price is based on the average of the closing prices of
      Alamosa (Delaware)'s common stock for the two days before, the day of, and
      the two days after the date of the announcement of the WOW merger, July
      31, 2000.

(ii)  Costs of the WOW merger have been included as additional purchase price
      and are:


      Investment banking fees                                 $    1,213,868
      Legal, accounting and other                                  1,509,472
      Severance obligations                                          351,247
                                                              --------------
         Total merger-related costs                           $    3,074,587
                                                              ==============

      Under the terms of the WOW merger, Alamosa (Delaware) has agreed to
      also pay WOW's investment banking fees associated with the merger of
      $1,018,352. These fees have not been included in the preceding table.
      No pro forma adjustment was recorded in WOW's pro forma condensed
      statement of operations given the one-time nature of the charge. In
      calculating goodwill, the estimated fees were deducted from WOW's
      members' equity at December 31, 2000.

(iii) Pursuant to the WOW reorganization agreement, at the request of Alamosa
      (Delaware), WOW terminated its value appreciation plan before completion
      of the WOW merger and all participants of the value appreciation plan
      became fully vested. Alamosa (Delaware) assumed the obligations owed under
      the value appreciation plan both to Mitchell Moore and to one other WOW
      employee whom Alamosa (Delaware) elected to employ. The obligation owed
      under the value appreciation plan was recorded as additional purchase
      price. The agreement stipulates that Mitchell Moore received a fixed value
      of $1,000,000 in satisfaction of the obligation to him. All of the
      obligation to Mr. Moore and one-third of the remaining obligation was paid
      on the date of completion of the WOW merger. The remaining amount
      ($18,725) is payable in equal installments six and twelve months after the
      date of completion of the WOW merger, regardless of the employee's
      employment status.

We have preliminarily allocated the excess of the estimated purchase price over
the estimated fair value of the net tangible identifiable assets acquired to the
Sprint PCS affiliation and operating agreements ($150,096,686) and goodwill
($57,036,741). A deferred tax liability has been assumed for the difference
between the reported amounts allocated to the Sprint PCS affiliation and
operating agreements and the underlying tax basis. The final allocation of the
excess purchase price over net identifiable assets, which will be determined by
an independent appraiser, will include, if applicable, recognition of fair value
adjustments to the tangible assets, liabilities and identifiable intangible
assets, including the Sprint PCS affiliation and operating agreements,
intellectual property and residual goodwill. For illustrative purposes, we have
amortized all intangible assets over a period of 18.1 years to reflect the
remaining term of the underlying Sprint PCS affiliation and operating agreements
from the assumed date of the closing of the reorganization.

                                      145
<PAGE>

(4a)  The value assigned to the Sprint PCS affiliation and operating agreements
      of $150,096,686 and goodwill of $57,036,741 has been recorded as a pro
      forma adjustment to the unaudited pro forma combined condensed balance
      sheet.

(4b)  A deferred tax liability has been recorded for the differences between the
      estimated fair value and tax bases of the WOW assets acquired and
      liabilities assumed. We have assumed the estimated fair value of the
      assets acquired, other than the Sprint PCS affiliation and operating
      agreements, and liabilities assumed are equal to their tax bases. The
      effective tax rate of 38% is an estimate of the composite federal and
      state income tax rates. The deferred tax liability has been calculated as
      follows:

<TABLE>
<CAPTION>

                                                           Estimated                          Temporary
                                                           Fair Value         Tax Basis       Difference
                                                        ----------------  ---------------  -----------------
<S>                                                       <C>              <C>             <C>            <C>
      Sprint PCS affiliation and operating agreements     $ 150,096,686    $        -      $   150,096,68 6
      Estimated effective tax rate                                                                       38%
                                                                                           ----------------
      Deferred tax liability                                                               $     57,036,741
                                                                                           ================
</TABLE>

(4c)  The pro forma adjustment to depreciation and amortization expense reflects
      the amortization of the intangible assets over 18.1 years recognized as if
      the WOW merger occurred on January 1, 2000. This amount totals $11,443,836
      for the year ended December 31, 2000. A deferred tax benefit has been
      recorded for the WOW NOL based on the expectation of its realizability.

(4d)  The pro forma adjustment reflects an increase in interest expense related
      to the incremental debt to fund the cash consideration of the WOW merger
      and merger-related costs, assuming an annual interest rate of 12 7/8%.
      This interest rate is based on the terms of a new senior credit facility
      as discussed in Note 1. This amount totals $2,266,296 for the year ended
      December 31, 2000. A 1/8% variance in interest rates would increase or
      decrease interest expense by $22,003 for the year ended December 31, 2000.

(4e)  The pro forma adjustment represents entries to eliminate Alamosa
      (Delaware)'s note receivable and WOW's corresponding note payable obtained
      pursuant to the loan agreement dated July 31, 2000 whereby Alamosa
      Operations agreed to lend up to $11.0 million to WOW to be used for the
      purpose of funding WOW's working capital needs through the completion of
      the merger. As of December 31, 2000, $9,865,233 had been funded under the
      loan agreement. At the completion of the WOW acquisition, the WOW
      promissory note was transferred to Alamosa (Delaware) and contributed as
      equity to its wholly owned subsidiary, Alamosa Holdings, LLC.

(4f)  The pro forma adjustment represents entries to eliminate Alamosa
      (Delaware)'s receivables and WOW's corresponding payables generated
      pursuant to the services agreement dated September 1, 2000 whereby Alamosa
      Operations agreed to provide various services in connection with the
      operation of WOW's business. Under the terms of the agreement, WOW was to
      pay Alamosa (Delaware) a management fee of $100,000 per month and
      reimburse Alamosa (Delaware) for certain costs and expenses incurred by or
      paid by Alamosa (Delaware) pursuant to the agreement. As of December 31,
      2000, these amounts totaled $300,000 and $341,723, respectively.


                                      146
<PAGE>

NOTE 5 - THE SOUTHWEST MERGER

On March 30, 2001 Southwest PCS Holdings, Inc. ("Southwest") merged with and
into Forty Acquisition, Inc., a wholly-owned subsidiary of Alamosa Holdings,
Inc. The aggregate consideration paid in the Southwest merger was 11,100,000
shares of Alamosa Holdings common stock and $5 million in cash. Alamosa
(Delaware) assumed the net debt of Southwest which amounts to approximately
$71.5 million as of December 31, 2000.

The unaudited pro forma condensed combined balance sheet and unaudited pro forma
condensed combined statement of operations have been adjusted for the Southwest
merger, which includes Alamosa (Delaware)'s acquisition of Southwest in exchange
for cash and stock in Alamosa Holdings. The Southwest merger will be accounted
for using the purchase method of accounting.

The pro forma adjustments represent the purchase accounting adjustments
necessary to reflect the Southwest merger. The aggregate purchase price was
calculated as follows:

<TABLE>
<CAPTION>

<S>                                                                                  <C>
         Holding Company trading common shares                                         11,100,000
         Average trading price                                                      $       11.13  (i)
                                                                                    -------------
            Subtotal                                                                $ 123,543,000
         Cash consideration                                                             5,000,000
         Merger-related costs                                                           5,000,000  (ii)
         Assumed deferred tax liability                                                58,946,612  (5b)
                                                                                    -------------
            Total consideration                                                     $ 192,489,612
                                                                                    =============

Goodwill was calculated as follows:

         Total consideration                                                        $ 192,489,612
         Less:
         Southwest's equity at December 31, 2000                                      (34,869,484)
         Equity conversion                                                             18,025,470  (iii)
         Write-off of debt financing costs                                             (4,735,649)
         Estimated fair value of Sprint PCS affiliation and operating agreements      155,122,663
                                                                                    -------------
            Goodwill                                                               $   58,946,612
                                                                                   ==============
</TABLE>


(i)   The average trading price is based on the average of the closing prices of
      Alamosa Holdings' common stock for the two days before, the day of, and
      the two days after the date of the announcement of the Southwest merger,
      March 9, 2001.

(ii)  Anticipated costs of the Southwest merger have been included as additional
      purchase price and are:

         Investment banking fees                               $   3,500,000
         Legal, accounting and other                                 500,000
         Severance obligations                                     1,000,000
                                                               -------------
            Total merger-related costs                         $   5,000,000
                                                               =============

      Under the terms of the Southwest merger, Alamosa (Delaware) has agreed to
      also pay Southwest's investment banking fees associated with the merger of
      $2,300,000. These fees have not been included in the preceding table. No
      pro forma adjustment was recorded in Southwest's pro forma condensed
      statement of operations given the one-time nature of the charge. In
      calculating goodwill, the estimated fees were deducted from Southwest's
      members' equity at December 31, 2000.

(iii) Pursuant to the merger agreement, the redeemable warrants and option of
      Southwest previously recorded as a liability in Southwest's financial
      statements were converted into equity. As a result, the fair value of
      these instruments was reclassed to equity on a pro forma basis.

We have preliminarily allocated the excess of the estimated purchase price over
the estimated fair value of the net tangible identifiable assets acquired to the
Sprint PCS affiliation and operating agreements ($155,122,663) and goodwill
($58,946,612). A deferred tax liability has been assumed for the difference
between the reported amounts

                                      147
<PAGE>

allocated to the Sprint PCS affiliation and operating agreements and the
underlying tax basis. The final allocation of the excess purchase price over net
identifiable assets, which will be determined by an independent appraiser, will
include, if applicable, recognition of fair value adjustments to the tangible
assets, liabilities and identifiable intangible assets, including the Sprint PCS
affiliation and operating agreements, intellectual property and residual
goodwill. For illustrative purposes, we have amortized all intangible assets
over a period of 17.6 years to reflect the remaining term of the underlying
Sprint PCS affiliation and operating agreements from the assumed date of the
closing of the Southwest merger, which for purposes of this presentation is
December 31, 2000.

(5a)  The value assigned to the Sprint PCS affiliation and operating agreements
      of $155,122,663 and goodwill of $58,946,612 has been recorded as a pro
      forma adjustment to the unaudited pro forma combined condensed balance
      sheet.

(5b)  A deferred tax liability has been recorded for the differences between the
      estimated fair value and tax bases of the Southwest assets acquired and
      liabilities assumed. We have assumed the estimated fair value of the
      assets acquired, other than the Sprint PCS affiliation and operating
      agreements, and liabilities assumed are equal to their tax bases. The
      effective tax rate of 38% is an estimate of the composite federal and
      state income tax rates. The deferred tax liability has been calculated as
      follows:


<TABLE>
<CAPTION>
                                                           Estimated                          Temporary
                                                           Fair Value       Tax Basis         Difference
                                                         ---------------  --------------  ----------------
<S>                                                     <C>              <C>             <C>
      Sprint PCS affiliation and operating agreements     $ 155,122,663    $        -      $   155,122,663
      Estimated effective tax rate                                                                      38%
      Deferred tax liability                                                               $     58,946,612
</TABLE>


(5c)  The pro forma adjustment to depreciation and amortization expense reflects
      the amortization of the intangible assets over 17.6 years recognized as if
      the Southwest merger occurred on January 1, 2000. This amount totals
      $12,163,027 for the year ended December 31, 2000. A deferred tax benefit
      has been recorded for the Southwest NOL based on the expectation of its
      realizability.

(5d)  The pro forma adjustment reflects an increase in interest expense related
      to the incremental debt to fund the cash consideration of the Southwest
      merger and merger-related costs, assuming an annual interest rate of 12
      7/8%. This rate is based on the terms of a new senior credit facility as
      discussed in Note 1. This amount totals $1,583,625 for the year ended
      December 31, 2000. A 1/8% variance in interest rates would increase or
      decrease interest expense by $15,375 for the year ended December 31, 2000.

(5e)  The pro forma adjustment to interest expense reflects the incremental
      interest expense based on the new rate of interest applicable under the
      senior secured credit facility which was used to pay off the secured
      portion of Southwest's debt assumed upon closing. This amount totals
      $501,564 for the year ended December 31, 2000.


                                      148
<PAGE>

                                  LEGAL MATTERS

     The validity of the notes being offered hereby will be passed upon for
Alamosa (Delaware) by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New
York.

                                     EXPERTS

     The consolidated financial statements of Alamosa (Delaware) as of December
31, 1999 and 2000 and for each of the two years in the period ended December 31,
2000 and for the period from July 16, 1998 to December 31, 1998 included in this
prospectus have been so included in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in accounting and auditing.

     The consolidated financial statements of WOW as of December 31, 1999 and
2000 and for each of the two years in the period ended December 31, 2000
included in this prospectus have been so included in reliance upon the report of
Aldrich, Kibride & Tatone, LLP, independent accountants, given on the authority
of said firm as experts in accounting and auditing.

     The consolidated financial statements of Roberts as of December 31, 1999
and 2000 and for each of the two years in the period ended December 31, 2000
included in this prospectus have been so included in reliance upon the report of
Melman, Alton & Co., independent accountants, given on the authority of said
firm as experts in accounting and auditing.

     The consolidated financial statements of SWPCS Holdings, L.L.C. as of
December 31, 2000 and for the year then ended included in this prospectus have
been so included in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
accounting and auditing.










                                      149

<PAGE>

                       INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

<S>                                                                                                        <C>
Alamosa (Delaware), Inc.

Report of Independent Accountants.........................................................................  F-2
Consolidated Balance Sheets...............................................................................  F-3
Consolidated Statements of Operations for the years ended December 31, 2000 and December 31, 1999
         and for the period July 16, 1998 (inception) through December 31, 1998...........................  F-4
Consolidated Statements of Stockholders' Equity for the period July 16, 1998 (inception) through the year
         ended December 31, 2000..........................................................................  F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2000 and December 31, 1999
         and for the period July 16, 1998 (inception) through December 31, 1998...........................  F-6
Notes to Consolidated Financial Statements................................................................  F-7
Report of Independent Accountants on Financial Statement Schedule......................................... F-33
Schedule II............................................................................................... F-34

Roberts Wireless Communications, L.L.C.

Independent Auditor's Report.............................................................................. F-35
Consolidated Balance Sheets............................................................................... F-36
Consolidated Statements of Operations for the years ended December 31, 2000 and
         December 31, 1999 ............................................................................... F-37
Consolidated Statements of Members' Equity (Deficit) for the years ended December 31, 2000 and
         December 31, 1999................................................................................ F-38
Consolidated Statements of Cash Flows for the years ended December 31, 2000 and
         December 31, 1999 ............................................................................... F-39
Consolidated Notes to Financial Statements................................................................ F-40

Washington Oregon Wireless, LLC

Independent Auditor's Report.............................................................................. F-46
Balance Sheets............................................................................................ F-47
Statements of Income for the years ended December 31, 2000 and December 31, 1999.......................... F-48
Statements of Members' Equity (Deficit) for the years ended December 31, 2000 and December 31, 1999....... F-49
Statements of Cash Flows for the years ended December 31, 2000 and December 31, 1999...................... F-50
Notes to Financial Statements............................................................................. F-52

SWPCS Holdings, L.L.C.

Report of Independent Accountants......................................................................... F-59
Consolidated Balance Sheet................................................................................ F-60
Consolidated Statement of Operations for the year ended December 31, 2000................................. F-61
Consolidated Statement of Mandatorily Redeemable Member's Deficit and Members' Deficit for the year
         ended December 31, 2000.......................................................................... F-62
Consolidated Statement of Cash Flows for the year ended December 31, 2000................................. F-63
Consolidated Notes to Financial Statement................................................................. F-64

</TABLE>


                                      F-1
<PAGE>


                     REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholder of Almosa (Delaware), Inc.

In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of operations, stockholder's equity and
cash flows present fairly, in all material respects, the financial position
of Alamosa (Delaware), Inc. and its subsidiaries at December 31, 2000 and
December 31, 1999, and the results of their operations and their cash flows
for each of the two years in the period ended December 31, 2000, and the
period from July 16, 1998 (inception) through December 31, 1998, in
conformity with accounting principles generally accepted in the United
States of America. These financial statements are the responsibility of the
Company's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States of America, which require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant
estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable
basis for our opinion.

PricewaterhouseCoopers LLP

Dallas, Texas
February 19, 2001, except for Note 19 as to which the date is March 9,
2001.


                                      F-2
<PAGE>



<TABLE>
<CAPTION>
                                                     ALAMOSA (DELAWARE), INC.
                                                    CONSOLIDATED BALANCE SHEETS


                                                                                   December 31,      December 31,
                                                                                       2000              1999
                                                                                  ---------------   ---------------
<S>                                                                               <C>               <C>
ASSETS

Current assets:
    Cash and cash equivalents                                                     $   141,768,167   $     5,655,711
    Short term investments                                                              1,600,000                 -
    Accounts receivable, net of allowance for doubtful accounts of
        $1,503,049 and $161,704, respectively                                          14,746,930         1,675,636
    Inventory                                                                           2,752,788         5,777,375
    Prepaid expenses and other assets                                                   3,026,860           882,516
    Interest receivable                                                                 1,045,785                 -
                                                                                  ---------------   ---------------

        Total current assets                                                          164,940,530        13,991,238

    Property and equipment, net                                                       228,982,869        84,713,724
    Note receivable                                                                    46,865,233           100,000
    Debt issuance costs, net                                                           13,108,376         3,743,308
    Restricted cash                                                                             -           518,017
    Other noncurrent assets                                                             4,501,005         1,425,912
                                                                                  ---------------   ---------------

        Total assets                                                              $   458,398,013   $   104,492,199
                                                                                  ===============   ===============

LIABILITIES AND STOCKHOLDER'S EQUITY

Current liabilities:
    Accounts payable and accrued expenses                                         $    59,749,061   $    15,153,068
    Accounts payable to related parties                                                 1,636,745         1,182,225
    Current installments of capital leases                                                 35,778            21,818
    Bank line of credit                                                                         -           363,665
    Microwave relocation obligation                                                             -         3,578,155
                                                                                  ---------------   ---------------

        Total current liabilities                                                      61,421,584        20,298,931

Capital lease obligations, noncurrent                                                   1,038,614           827,024
Other noncurrent liabilities                                                              735,593            50,035
Long-term debt                                                                         54,524,224        71,876,379
Senior notes                                                                          209,279,908                 -
                                                                                  ---------------   ---------------

        Total liabilities                                                             326,999,923        93,052,369
                                                                                  ---------------   ---------------

Commitments and contingencies

Stockholder's equity:
    Preferred stock, $.01 par value; 1,000 and 10,000,000 shares
        authorized; no shares issued, respectively                                              -                 -
    Common stock, $.01 par value; 9,000 and 290,000,000 shares
        authorized, 100 and 48,500,008 issued and outstanding,
        respectively                                                                            1           485,000
    Additional paid-in capital                                                        246,458,683        50,824,876
    Accumulated deficit                                                              (113,947,781)      (33,759,681)
    Unearned compensation                                                              (1,112,813)       (6,110,365)
                                                                                  ---------------   ---------------
        Total stockholder's equity                                                    131,398,090        11,439,830
                                                                                  ---------------   ---------------
        Total liabilities and stockholder's equity                                $   458,398,013   $   104,492,199
                                                                                  ===============   ===============

               The accompanying notes are an integral part of the
consolidated financial statements.


</TABLE>


                                      F-3
<PAGE>

<TABLE>
<CAPTION>


                                                     ALAMOSA (DELAWARE), INC.
                                               CONSOLIDATED STATEMENTS OF OPERATIONS


                                                                                                  For the Period
                                                                                                   July 16, 1998
                                                         Year                  Year                 (Inception)
                                                         Ended                Ended                   Through
                                                     December 31,          December 31,            December 31,
                                                         2000                  1999                    1998

                                                  -------------------   ------------------      -------------------
<S>                                               <C>                   <C>                     <C>
Revenues:
    Subscriber revenues                           $        56,154,178   $        4,398,947      $                 -
    Roaming and travel revenues                            17,345,460            2,134,676                        -
                                                  -------------------   ------------------      -------------------
    Service revenues                                       73,499,638            6,533,623                        -
    Product sales                                           9,200,669            2,450,090                        -
                                                  -------------------   ------------------      -------------------

        Total revenue                                      82,700,307            8,983,713                        -
                                                  -------------------   ------------------      -------------------

    Costs and expenses:
    Cost of service and operations (including
        $836,296 and $1,259,427 of non-cash
        compensation for 2000 and 1999,
        respectively)                                      55,429,985            8,699,903                        -
    Cost of product sold                                   20,524,427            5,938,838                        -
    Selling and marketing                                  46,513,835           10,810,946                        -
    General and administrative expenses
        (including $4,814,329 and $6,940,084 of
        non-cash compensation for 2000 and
        1999, respectively)                                14,351,839           11,149,059                  956,331
    Depreciation and amortization                          12,530,038            3,056,923                    2,063
    Terminated merger and acquisition costs                 2,246,789                    -                        -
                                                  -------------------   ------------------      -------------------

        Total costs and expenses                          151,596,913           39,655,669                  958,394
                                                  -------------------   ------------------      -------------------

        Loss from operations                              (68,896,606)         (30,671,956)                (958,394)
    Interest and other income                              14,483,431              477,390                   34,589
    Interest expense                                      (25,774,925)          (2,641,293)                     (17)
                                                  -------------------   ------------------      -------------------

        Net loss                                  $       (80,188,100)  $      (32,835,859)     $          (923,822)
                                                  ===================   ==================      ===================

Pro forma information:
    Net loss                                      $                 -   $      (32,835,859)     $          (923,822)
    Pro forma income tax adjustment:
    Income tax benefit                                              -           10,854,083                  317,592
    Deferred tax valuation allowance                                -          (10,854,083)                (317,592)
                                                  -------------------   ------------------      -------------------

        Pro forma net loss                        $                 -   $      (32,835,859)     $          (923,822)
                                                  ===================   ==================      ===================


                      The accompanying notes are an integral part of the consolidated financial statements.

</TABLE>


                                      F-4
<PAGE>


<TABLE>
<CAPTION>

                                                 ALAMOSA (DELAWARE), INC.
                                      CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
                            FOR THE PERIOD FROM JULY 16, 1998 (INCEPTION) TO DECEMBER 31, 2000





                                       Common Stock
                               ---------------------------
                                  Shares            Amount
                               --------------     ------------

<S>                            <C>               <C>
Balance, July 16, 1998
    (inception) ............   $          --     $          --
    Member's contribution ..      48,500,008           485,000
    Net loss ...............              --                --
                               -------------    --------------

Balance, December 31, 1998 .      48,500,008           485,000

    Members' contributions .              --                --
    Stock options ..........              --                --
    Amortization of unearned
       compensation ........              --                --
    Net loss ...............              --                --
                               -------------     -------------

Balance, December 31, 1999 .      48,500,008           485,000
Initial public offering ....      12,321,100           123,211
Exercise of stock options ..         538,748             5,387
Capital reorganization .....     (61,359,756)         (613,597)
Amortization of unearned
    compensation ...........              --                --
Unearned compensation ......              --                --
Net loss ...................              --                --
                               -------------     -------------

Balance, December 31, 2000 .   $     100         $           1
                               =============     =============

<CAPTION>


                                 Additional
                                  Paid-in           Accumulated        Unearned
                                  Capital             Deficit        Compensation        Total
                               --------------    ---------------   --------------    -------------
<S>                            <C>                <C>               <C>                <C>
Balance, July 16, 1998
    (inception) ............   $          --     $          --     $          --     $          --
    Member's contribution ..      14,515,000                --                --        15,000,000
    Net loss ...............              --          (923,822)               --          (923,822)
                               -------------     -------------     -------------     -------------

Balance, December 31, 1998 .      14,515,000          (923,822)               --        14,076,178

    Members' contributions .      22,000,000                --                --        22,000,000
    Stock options ..........      14,309,876                --       (14,309,876)               --
    Amortization of unearned
       compensation ........              --                --         8,199,511         8,199,511
    Net loss ...............              --       (32,835,859)               --       (32,835,859)
                               -------------     -------------     -------------     -------------

Balance, December 31, 1999 .      50,824,876       (33,759,681)       (6,110,365)      11,439,830
Initial public offering ....     193,664,076                --                --      193,787,287
Exercise of stock options ..         703,061                --                --          708,448
Capital reorganization .....         613,597                --                --               --
Amortization of unearned
    compensation ...........              --                --         5,650,625        5,650,625
Unearned compensation ......         653,073                --          (653,073)              --
Net loss ...................              --       (80,188,100)               --      (80,188,100)
                               -------------     -------------     -------------    -------------

Balance, December 31, 2000 .   $ 246,458,683     $(113,947,781)    $  (1,112,813)   $ 131,398,090
                               =============     =============     =============    =============



                       The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>


                                      F-5
<PAGE>


<TABLE>
<CAPTION>

                                                     ALAMOSA (DELAWARE), INC.
                                               CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                                   For the Period
                                                                                                   July 16, 1998
                                                                Year                Year            (Inception)
                                                                Ended              Ended              Through
                                                           December 31,        December 31,        December 31,
                                                                2000                1999                1998
                                                          -----------------  ------------------  ------------------
<S>                                                       <C>                 <C>                 <C>

Cash flows from operating activities:
Net loss                                                   $    (80,188,100)  $     (32,835,859)   $       (923,822)
Adjustments to reconcile net loss to net cash used in
    operating activities:
    Non-cash compensation expense                                 5,650,625           8,199,511                   -
    Depreciation and amortization                                12,530,038           3,056,923               2,063
    Bad debt expense                                              1,107,339             160,498                   -
    Amortization of debt issuance costs                           1,397,546             331,063                   -
    Interest expense on discount notes                           23,051,533           2,068,601                   -
    Loss from disposition of interest rate cap agreements           266,178                   -                   -
    Loss from asset disposition                                      81,347                   -                   -
(Increase) decrease in:
    Accounts receivable                                         (14,178,633)         (1,836,134)                  -
    Inventory                                                     3,024,587          (5,777,375)                  -
    Prepaid expenses and other assets                            (4,296,355)           (594,027)            (52,046)
Increase (decrease) in:
    Accounts payable and accrued expenses                        22,335,731          10,137,095             845,851
                                                          -----------------  ------------------  ------------------
       Net cash used in operating activities                    (29,218,164)        (17,089,704)           (127,954)
                                                          -----------------  ------------------  ------------------
Cash flows from investing activities
    Additions to property and equipment                        (136,904,260)        (76,601,004)         (1,366,606)
    Issuance of notes receivable                                (46,865,233)                  -                   -
    Acquisition related costs                                    (3,155,782)                  -                   -
    Purchase of short term investments                           (1,600,000)                  -                   -
    Repayment (Issuance) of note receivable from officer            100,000            (100,000)                  -
    Purchase of minority interest in subsidiary                    (255,000)                  -                   -
    Change in restricted cash                                       518,017            (518,017)                  -
                                                          -----------------  ------------------  ------------------
       Net cash used in investing activities                   (188,162,258)        (77,219,021)         (1,366,606)
                                                          -----------------  ------------------  ------------------
Cash flows from financing activities:
    Equity offering proceeds                                    208,589,367                   -                   -
    Equity offering costs                                       (13,598,942)         (1,360,405)                  -
    Issuance of Senior Discount Notes                           187,096,000                   -                   -
    Capital contributions                                                 -          22,000,000          15,000,000
    Proceeds from issuance of long-term debt                     57,758,559          66,357,841              23,637
    Debt issuance costs                                         (10,762,613)           (234,371)                  -
    Stock options exercised                                         708,449                   -                   -
    Repayments of long-term debt                                (76,239,373)                  -                   -
    Payments on capital leases                                      (31,169)            (25,756)                  -
    Interest rate cap premiums                                      (27,400)           (301,950)                  -
                                                          -----------------  ------------------  ------------------
       Net cash provided by financing activities                353,492,878          86,435,359          15,023,637
                                                          -----------------  ------------------  ------------------
Net increase (decrease) in cash and cash equivalents            136,112,456          (7,873,366)         13,529,077
Cash and cash equivalents at beginning of period                  5,655,711          13,529,077                   -
                                                          -----------------  ------------------  ------------------
Cash and cash equivalents at end of period                $     141,768,167  $        5,655,711  $       13,529,077
                                                          =================  ==================  ==================
Supplemental disclosure - cash paid for interest          $       1,730,980  $          218,142  $                -
                                                          =================  ==================  ==================
Supplemental disclosure of non-cash activities
    Capitalized lease obligations incurred                         $256,719            $146,379            $728,219
    Liabilities assumed in connection with purchase of
       property and equipment                                    28,816,329           5,352,347                   -
    Liabilities assumed in connection with debt issuance
       costs                                                              -           3,840,000                   -
    Liabilities assumed in connection with microwave
       relocation                                                         -           3,578,155                   -
                                                          -----------------  ------------------  ------------------
                                                          $      29,073,048  $       12,916,881  $          728,219
                                                          =================  ==================  ==================

               The accompanying notes are an integral part of the consolidated financial statements.

</TABLE>


                                      F-6
<PAGE>


                          ALAMOSA (DELAWARE), INC.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.       ORGANIZATION AND BUSINESS OPERATIONS

         Alamosa (Delaware), Inc. through its subsidiaries provides
         wireless personal communications services, commonly referred to as
         PCS, in the Southwestern and Midwestern United States. Alamosa PCS
         Holdings, Inc. ("Holdings") a Delaware corporation, was formed in
         October 1999 to operate as a holding company in anticipation of an
         initial public offering as described in Note 2. Immediately prior
         to the offering in February 2000, shares of Holdings were
         exchanged for Alamosa PCS LLC's ("Alamosa") membership interests,
         and Alamosa became wholly owned by Holdings. These financial
         statements are presented as if the reorganization had occurred as
         of the beginning of the periods presented. As further described
         below in 2001, through a series of transactions, Holdings' name
         was changed to Alamosa (Delaware), Inc. Alamosa (Delaware), Inc.
         and its subsidiaries are collectively referred to in these
         financial statements as the "Company."

         In 1998, Alamosa was formed and subsequently entered into
         affiliation agreements with Sprint PCS, the PCS Group of Sprint
         Corporation. These affiliation agreements provided the Company
         with the exclusive right to build, own and manage a wireless voice
         and data services network in markets with over 5.2 million
         residents located in Texas, New Mexico, Arizona and Colorado under
         the Sprint PCS brand. The Company amended its affiliation
         agreements with Sprint PCS in December 1999 to expand its services
         network so that it includes 8.4 million residents. The Company is
         required to build out the wireless network according to Sprint PCS
         specifications. If the Company does not meet the build-out
         schedule as specified in the Sprint management agreement, the
         Company could be in breach of its agreement with Sprint and
         subject to penalties. The affiliation agreements are in effect for
         a term of 20 years with three 10-year renewal options unless
         terminated by either party under provisions outlined in the
         affiliation agreements. The affiliation agreements include
         indemnification clauses between the Company and Sprint PCS to
         indemnify each other against claims arising from violations of
         laws or the affiliation agreements, other than liabilities
         resulting from negligence or willful misconduct of the party
         seeking to be indemnified.

         On July 31, 2000, the Company signed definitive agreements to
         merge two Sprint PCS affiliates, Roberts Wireless Communications,
         L.L.C. ("Roberts") and Washington Oregon Wireless, LLC ("WOW")
         into its operations. On December 14, 2000, Holdings formed a new
         holding company pursuant to a merger under Section 251(g) of the
         Delaware General Corporation Law whereby Holdings was merged with
         a direct wholly owned subsidiary of a new holding company, which
         was a direct wholly owned subsidiary of Holdings. Each share of
         the former Alamosa PCS Holdings was converted into one share of
         the new holding company and the former public company became a
         wholly owned subsidiary of the new holding company. The Section
         251(g) transaction did not require any vote of the Alamosa PCS
         Holdings stockholders. Upon effectiveness of the Section 251(g)
         transaction, Holdings' name was changed to Alamosa (Delaware),
         Inc. and the new holding company's name was changed to Alamosa PCS
         Holdings, Inc. On February 14, 2001, the new Alamosa PCS Holding
         became a wholly owned subsidiary of a new holding company, Alamosa
         Holdings, Inc. ("Superholdings"). Each share of the new Alamosa
         PCS Holdings' common stock issued and outstanding immediately
         prior to the merger was converted into the right to receive one
         share of Superholdings' common stock. Superholdings' common stock
         is quoted on The Nasdaq National Market under the same symbol
         previously used by Alamosa PCS Holdings, "APCS."

                                      F-7
<PAGE>

2.       INITIAL PUBLIC OFFERING

         On October 29, 1999, Holdings filed a registration statement with
         the Securities and Exchange Commission for the sale of 10,714,000
         shares of its common stock (the "Stock Offering"). The Stock
         Offering became effective and the shares were issued on February
         3, 2000 at the initial price of $17.00 per share. Subsequently,
         the underwriters exercised their over-allotment option of
         1,607,100 shares. Holdings received net proceeds of $194.3 million
         after commissions of $13.3 million and expenses of approximately
         $1.0 million. The proceeds of the Stock Offering are to be used
         for the build out of the system, to fund operating capital needs
         and for other corporate purposes.


3.       CAPITAL REORGANIZATION

         As described in Note 1, in December 2000, the Company's capital
         stock was converted into shares of a new holding company with the
         Company surviving. Following this transaction, the Company's
         capital stock consisted of 9,000 shares of common stock, par value
         $0.01 per share authorized and 100 shares outstanding, and 1,000
         shares of preferred stock, $0.01 par value per share authorized
         and no shares outstanding. As a result of this transaction, all of
         the Company's common stock is owned by Alamosa PCS Holdings, Inc.
         However, Alamosa (Delaware), Inc. remains the issuer of the 2000
         Senior Discount Notes.

4.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Principles of Consolidation - The consolidated financial
         statements include the accounts of the Company and its
         subsidiaries. All intercompany accounts and transactions are
         eliminated.

         Cash and cash equivalents - Cash and cash equivalents include
         cash, money market funds, and commercial paper with minimal
         interest rate risk and original maturities of three months or less
         at the date of acquisition. The carrying amount approximates fair
         value.

         Short-Term Investments - The Company invests in highly liquid debt
         instruments with strong credit ratings. Commercial paper
         investments with a maturity greater than three months, but less
         than one year, at the time of purchase are considered to be
         short-term investments. The carrying amount of the investments
         approximates fair value due to their short maturity. The Company
         maintains cash and cash equivalents and short-term investments
         with certain financial institutions. The Company performs periodic
         evaluations of the relative credit standing of those financial
         institutions that are considered in the Company's investment
         strategy.

         Inventory - Inventory consists of handsets and related
         accessories. Inventories purchased for resale are carried at the
         lower of cost or market using the first-in first-out method.
         Market is determined using replacement cost.

                                      F-8
<PAGE>

         Property and equipment - Property and equipment are reported at
         cost less accumulated depreciation. Cost incurred to design and
         construct the wireless network in a market are classified as
         construction in progress. When the wireless network for a
         particular market is completed and placed into service, the
         related costs are transferred from construction in progress to
         property and equipment. Repair and maintenance costs are charged
         to expense as incurred; significant renewals and betterments are
         capitalized. When depreciable assets are retired or otherwise
         disposed of, the related costs and accumulated depreciation are
         removed from the respective accounts, and any gains or losses on
         disposition are recognized in income. If facts or circumstances
         support the possibility of impairment, the Company will prepare a
         projection of future operating cash flows, undiscounted and
         without interest. If based on this projection, the Company does
         not expect to recover its carrying cost, an impairment loss equal
         to the difference between the fair value of the asset and its
         carrying value will be recognized in operating income. Property
         and equipment are depreciated using the straight-line method based
         on estimated useful lives of the assets.

         Asset lives are as follows:
              Buildings                           20 years
              Network equipment                   5-10 years
              Vehicles                            5 years
              Furniture and office equipment      5-7 years

         Leasehold improvements are depreciated over the shorter of the
         remaining term of the lease or the estimated useful life of the
         improvement.

         Interest will be capitalized in connection with the construction
         of the wireless network. The capitalized interest will be recorded
         as part of the asset to which it relates and will be amortized
         over the asset's estimated useful life. No interest was
         capitalized in 2000. Total interest capitalized was $656,985 as of
         December 31, 1999.

         Microwave relocation includes costs and the related obligation
         incurred to relocate incumbent microwave frequencies in the
         Company's service area. Microwave relocation costs are amortized
         on a straight-line basis over 20 years beginning upon commencement
         of services in respective markets. The amortization of microwave
         relocation costs was $273,453 and $84,312 for the years ended
         December 31, 2000 and 1999, respectively.

         Software costs - In accordance with Statement of Position ("SOP")
         98-1, "Accounting for Costs of Computer Software Developed or
         Obtained for Internal Use," certain costs related to the
         development or purchase of internal-use software are capitalized
         and amortized over the estimated useful life of the software.
         During fiscal 2000 and 1999, the Company capitalized approximately
         $2,037,000 and $411,000, respectively, in software costs under SOP
         98-1, which are being amortized over a five-year life. The Company
         amortized computer software costs of approximately $265,000 and
         $40,000 during 2000 and 1999, respectively.

         Start-up costs - In April 1998, the American Institute of
         Certified Public Accountants ("AICPA") issued Statement of
         Position ("SOP") 98-5, "Reporting on the Costs of Start-Up
         Activities." This statement became effective January 1, 1999 and
         required that costs of start up activities and organization costs
         be expensed as incurred.

         Advertising costs - Advertising costs are expensed as incurred.
         Advertising expenses totaled $18,964,068 and $3,663,893 during
         2000 and 1999, respectively.

                                      F-9
<PAGE>

         Income taxes - The Company presents income taxes pursuant to
         Statement of Financial Accounting Standards No. 109. "Accounting
         for Income Taxes" ("FAS 109"). FAS 109 uses an asset and liability
         approach to account for income taxes, wherein, deferred taxes are
         provided for book and tax basis differences for assets and
         liabilities. In the event differences between the financial
         reporting basis and the tax basis of the Company's assets and
         liabilities result in deferred tax assets, an evaluation of the
         probability of being able to realize the future benefits indicated
         by such assets is required. A valuation allowance is provided for
         a portion or all of the deferred tax assets when there is
         sufficient uncertainty regarding the Company's ability to
         recognize the benefits of the assets in future years.

         Revenue recognition - In December 1999, the Securities and
         Exchange Commission issued Staff Accounting Bulletin No. 101 ("SAB
         101"), "Revenue Recognition in Financial Statements." SAB 101
         summarizes certain of the staff's interpretations in applying
         generally accepted accounting principles to revenue recognition.
         The provisions of SAB 101 were required to be adopted during the
         quarter ending December 31, 2000 effective as of January 1, 2000.
         Pursuant to SAB 101, the company began deferring customer
         activation fee revenue and an equal amount of customer acquisition
         related expenses in October 2000 when the Company began charging
         these fees. These deferred amounts are amortized over a three-year
         period, which approximates the average life of a customer. For the
         year ended December 31, 2000, the Company had deferred $1,180,413
         of activation fee revenue and acquisition related expenses and had
         amortized $77,012. At December 31, 2000, $735,593 of the remaining
         deferral was classified as long-term.

         The Company recognizes revenue as services are performed. Sprint
         PCS handles the Company's billings and collections and retains 8%
         of collected service revenues from Sprint PCS subscribers based in
         the Company's territories and from non-Sprint PCS subscribers who
         roam onto the Company's network. The amount retained by Sprint PCS
         is recorded in Cost of Service and Operations. Revenues generated
         from the sale of handsets and accessories and from roaming
         services provided to Sprint PCS customers who are not based in the
         Company's territories are not subject to the 8% retainage.

         Sprint PCS pays the Company a Sprint PCS roaming fee for each
         minute that a Sprint PCS subscriber based outside of the Company's
         territories roams on the Company's portion of the Sprint PCS
         network. Revenue from these services will be recognized as the
         services are performed. Similarly, the Company will pay Sprint PCS
         roaming fees to Sprint PCS, when a Sprint PCS subscriber based in
         the Company's territories roams on the Sprint PCS network outside
         of the Company's territories. These costs will be included as cost
         of service when incurred.

         Product revenues consisting of proceeds from sales of handsets and
         accessories are recorded net of an allowance for sales returns.
         The allowance is estimated based on Sprint PCS 's handset return
         policy that allows customers to return handsets for a full refund
         within 14 days of purchase. When handsets are returned to the
         Company, the Company may be able to reissue the handsets to
         customers at little additional cost. However, when handsets are
         returned to Sprint PCS for refurbishing, the Company will receive
         a credit from Sprint PCS, which will be less than the amount the
         Company originally paid for the handset. For the years ended
         December 31, 2000 and 1999, respectively, product revenue was
         $9,200,669 and $2,450,090. The cost of products sold includes the
         total cost of accessories and handsets sold through our retail
         stores (including sales to local indirects) and totaled
         $20,524,427 and $5,938,838 for the years ending December 31, 2000
         and 1999, respectively. There were no product revenues or related
         costs for the period from inception to December 31, 1998. The
         costs of handsets exceeds the retail sales price because we
         subsidize the price of handsets for competitive reasons.

                                      F-10
<PAGE>

         Stock based compensation - The Company has elected to follow
         Accounting Principles Board Opinion ("APB") No. 25, "Accounting
         for Stock Issued to Employees" and related interpretations in
         accounting for its employee stock options. The non-cash
         compensation expense relates to three employees whose cash
         compensation is recorded in cost of service and operations and
         general and administrative expenses. The Company has implemented
         the disclosure-only provisions of Statement of Financial
         Accounting Standards ("SFAS") No. 123, "Accounting for Stock Based
         Compensation." See Note 14.

         Omission of per share information - Net loss per share information
         is omitted as such information is not meaningful. At December 31,
         2000, all of the Company's issued and outstanding shares of common
         stock are owned by Alamosa PCS Holdings, Inc.

         Use of estimates - The preparation of financial statements in
         conformity with generally accepted accounting principles requires
         management to make estimates and assumptions that affect the
         reported amounts of assets and liabilities and disclosure of
         contingent assets and liabilities on the date of the financial
         statements and the reported amounts of expenses during the
         reporting period. Actual results could differ from those
         estimates.

         Risks and uncertainties - We estimate that we will require
         approximately $223 million to complete the current build-out plan
         and fund working capital losses through March 2002. This includes
         our acquisitions of Roberts and WOW, as described in Note 19. The
         actual funds required to build-out our portion of the Sprint PCS
         network and to fund operating losses and working capital needs may
         vary materially from this estimate, and additional funds could be
         required. Failure to obtain additional capital, if needed to
         complete the build-out of our portion of the Sprint PCS network,
         could cause delay or abandonment of our development plans.

         Concentration of risk - The Company maintains cash and cash
         equivalents in accounts with financial institutions in excess of
         the amount insured by the Federal Deposit Insurance Corporation.
         The Company monitors the financial stability of this institution
         regularly and management does not believe there is significant
         credit risk associated with deposits in excess of federally
         insured amounts.

         Reclassification - Certain reclassifications have been made to
         prior year balances to conform to current year presentations.

         Effects of recent accounting pronouncements - In June 1998 and
         June 1999, the Financial Accounting Standards Board ("FASB"),
         issued SFAS No. 133, "Accounting for Derivative Instruments and
         Hedging Activities" and SFAS No. 137, "Accounting for Derivative
         Instruments and Hedging Activities-Deferral of the Effective Date
         of FASB Statement No. 133." These statements require companies to
         record derivatives on the balance sheet as assets or liabilities,
         measured at fair value. Gains or losses resulting from changes in
         the values of those derivatives would be accounted for depending
         on the use of the derivative and whether it qualifies for hedging
         accounting. SFAS No. 133 will be effective for the Company's
         fiscal year ending December 31, 2001. Management believes that the
         adoption of these statements will not have a significant impact on
         the Company's financial results.

                                      F-11
<PAGE>

5.       NOTES RECEIVABLE

         Roberts - On July 31, 2000, our subsidiary, Alamosa Operations,
         Inc. ("Operations") entered into a loan agreement with Roberts
         Wireless Communications, L.L.C. ("Roberts") whereby Operations
         agreed to lend up to $26.6 million to be used only for the purpose
         of funding Roberts' working capital needs from July 31, 2000
         through the completion of the Roberts merger, as described Note 1.
         Also on July 31, 2000, Operations entered into a loan agreement
         with the owners of Roberts for $15 million. As of December 31,
         2000, approximately $37 million had been funded under the loan
         agreements. The loans bear interest at the prime rate and are due
         6 months after the termination of the Roberts reorganization
         agreement, upon acceleration or upon demand.

         WOW- Also, on July 31, 2000, WOW and Operations entered into a
         loan agreement whereby Operations agreed to lend up to $11 million
         to WOW to be used only for the purposes of (a) satisfying certain
         capital contribution requirements under WOW's operating agreement,
         and (b) funding WOW's working capital needs from July 31, 2000
         through the completion of the WOW merger. As of December 31, 2000,
         approximately $10 million had been funded under the loan
         agreement. The loan bears interest at the prime rate and is due 30
         days after the termination of the WOW reorganization agreement or
         upon demand. The loan is guaranteed by certain members of WOW
         Holdings.

         The mergers of Roberts and WOW into the Company were completed in
         February, 2001.

6.       UNAUDITED PRO FORMA INFORMATION

         The unaudited pro forma information reflects certain assumptions
         regarding transactions and their effects that occurred as a result
         of the reorganization described in Note 1.

         Unaudited pro forma income information - The unaudited pro forma
         information as shown on the statements of operations is presented
         to show the effects of income taxes related to the Company's
         subsequent termination of its limited liability company status.
         The unaudited pro forma income tax adjustment is presented as if
         the Company had been a C Corporation subject to federal and state
         income taxes at an effective tax rate of 34% for the period from
         inception through December 31, 1998 and the year ended December
         31, 1999. Application of the provisions of SFAS No. 109,
         "Accounting for Income Taxes" would have resulted in a deferred
         tax asset primarily from temporary differences related to the
         treatment of start-up costs and from net operating loss
         carryforwards. The deferred tax asset would have been offset by a
         full valuation allowance, as there is not currently sufficient
         positive evidence as required by SFAS No. 109 to substantiate
         recognition of the asset.

         The pro forma information is presented for informational purposes
         only and is not necessarily indicative of operating results that
         would have occurred had the Company elected to terminate its
         limited liability company status as of the beginning of 1999, nor
         are they necessarily indicative of future operating results.

                                      F-12
<PAGE>

7.       PROPERTY AND EQUIPMENT

         Property and equipment consist of the following:

<TABLE>
<CAPTION>
                                       December 31, 2000     December 31, 1999
                                       -----------------     -----------------
<S>                                    <C>                   <C>
Land and building.....................  $   5,668,180         $    2,762,357
Network equipment.....................    159,982,079             72,518,897
Vehicles..............................      1,584,286                430,753
Furniture and office equipment........     10,129,708              2,266,966
                                        --------------        ---------------
                                          177,364,253             77,978,973
Accumulated depreciation..............    (15,290,044)            (2,974,674)
                                        --------------        ---------------
         Subtotal.....................    162,074,209             75,004,299
Microwave relocation costs............      4,103,214              3,578,155
Accumulated amortization..............       (273,453)               (84,312)
                                        --------------        ---------------
         Subtotal.....................      3,829,761              3,493,843
Construction in progress:
Network equipment.....................     60,596,869              4,825,288
Leasehold improvements................      2,482,030              1,390,294
                                        --------------        ---------------
         Subtotal.....................     63,078,899              6,215,582
                                        --------------        ---------------
         Total........................  $ 228,982,869         $   84,713,724
                                        ==============        ===============
</TABLE>

8.       LEASES

         Operating leases - The Company has various operating leases,
         primarily related to rentals of tower sites and offices. Rental
         expense was $6,177,267 and $1,924,848 for 2000 and 1999,
         respectively. At December 31, 2000, the aggregate minimum rental
         commitments under noncancellable operating leases for the periods
         shown are as follows:


               Years:
                2001                  $      8,700,345
                2002                         8,684,484
                2003                         8,682,799
                2004                         8,661,004
                2005                         8,535,777
             Thereafter                     35,025,779
                                      ----------------
                Total                 $     78,290,188
                                      ================

         Capital leases - Capital leases consist of leases for rental of
         retail space and switch usage. The net present value of the leases
         was $1,074,392 and $848,842 at December 31, 2000 and 1999,
         respectively, and was included in property and equipment.
         Amortization recorded under these leases was $133,724 for the year
         ended December 31, 2000 and was $30,894 during 1999.

         At December 31, 2000, the future payments under capital lease
         obligations, less imputed interest, are as follows:


         Years:
         2001                                               $    148,280
         2002                                                    149,131
         2003                                                    149,999
         2004                                                    159,135
         2005                                                    160,788
         Thereafter                                            1,181,166
                                                            ------------
         Total minimum lease payments                          1,948,499
         Less imputed interest                                   874,107
                                                            ------------
         Present value of minimum lease payments               1,074,392
         Less current installments                                35,778
                                                            ------------
         Long-term capital lease obligations
               at December 31, 2000                         $  1,038,614
                                                            ============

                                      F-13
<PAGE>

9.       BANK LINE OF CREDIT

         The Company had a $500,000 revolving line of credit with a bank
         that expired June 9, 2000. The line of credit had a variable
         interest rate of 9.25% at December 31, 1999. Proceeds from this
         line of credit were used to purchase vehicles for service
         representatives. This loan has not renewed and there is no amount
         outstanding at December 31, 2000. As of December 31, 1999,
         $363,665 was outstanding on the line of credit.

10.      LONG-TERM DEBT

         Long-term debt consists of the following:

<TABLE>
<CAPTION>
                                                            December 31, 2000     December 31, 1999
                                                            -----------------     -----------------
 <S>                                                        <C>                   <C>
         Debt outstanding under credit facilities:
             Senior Discount Notes                         $     209,279,908     $               -
              EDC Credit Facility                                  54,524,224            71,876,379
              Bank line of credit                                           -               363,665
                                                            -----------------     -----------------
         Total debt                                               263,804,132            72,240,044
         Less current maturities                                            -               363,665
                                                            -----------------     -----------------
         Long-term debt, excluding current maturities       $     263,804,132     $      71,876,379
                                                            =================     =================
</TABLE>

         Senior Discount Notes - On December 23, 1999, the Company filed a
         registration statement with the Securities and Exchange Commission
         for the issuance of $350 million face amount of Senior Discount
         Notes (the "Notes Offering"). The Notes Offering was completed on
         February 8, 2000 and generated net proceeds of approximately $181
         million after underwriters' commissions and expenses of
         approximate $6.1 million. The Senior Discount Notes ("2000 Senior
         Discount Notes") mature in ten years (February 15, 2010) and carry
         a coupon rate of 12 7/8%, and provides for interest deferral for
         the first five years. The Notes will accrete to their $350 million
         face amount by February 8, 2005, after which, interest will be
         paid in cash semiannually. The proceeds of the Notes Offering are
         to be used to prepay $75 million of the Nortel credit facility, to
         pay costs to build out the system, to fund operating working
         capital needs and for other general corporate purposes.
         Significant terms of the Notes include:

         o    Ranking - The 2000 Senior Discount Notes are senior
              unsecured obligations of the Company, equal in right of
              payment to all future senior debt of the Company, and
              senior in right of payment to all future subordinated
              debt of the Company;

         o    Guarantees - The 2000 Senior Discount Notes are unsecured
              obligations and will rank equally with all existing and
              future senior debt and senior to all existing and future
              subordinate debt. The 2000 Senior Discount Notes are
              fully and unconditionally, jointly and severally
              guaranteed on a senior subordinated, unsecured basis, by
              all the existing and any future restricted subsidiaries
              of the Company with the exception of Alamosa Operations,
              Inc., a wholly owned subsidiary of the Company;

         o    Optional Redemption - During the first thirty six (36)
              months after the 2000 Senior Discount Notes Offering, we
              may use net proceeds of an equity offering to redeem up
              to 35% of the accreted value of the notes at a redemption
              price of 112 7/8%;

                                      F-14
<PAGE>

         o    Change of Control - Upon a change of control as defined
              by the 2000 Senior Discount Notes Offering, we will be
              required to make an offer to purchase the notes at a
              price equal to 101% of the accreted value (original
              principal amount plus accrued interest) before February
              15, 2005, or 101% of the principal amount at maturity
              thereafter; and

         o    Restrictive Covenants - The indenture governing the 2000
              Senior Discount Notes contains covenants that, among
              other things and subject to important exceptions, limit
              our ability and the ability of our subsidiaries to incur
              additional debt, issue preferred stock, pay dividends,
              redeem capital stock or make other restricted payments or
              investments as defined by the 2000 Senior Discount Notes
              Offering, create liens on assets, merge, consolidate or
              dispose of assets, or enter into transactions with
              affiliates and change lines of business. The 2000 Senior
              Discount Notes have cross default provisions whereby an event of
              default, that results in acceleration of the maturity on other
              indebtedness of the Company, triggers a default on such Notes.

         Nortel/EDC Credit Facility - The Company entered into a credit
         facility effective June 10, 1999 with Nortel for $123.0 million.
         On February 8, 2000 the Company entered into an Amended and
         Restated Credit Agreement with Nortel Networks Inc., and on June
         23, 2000, Nortel assigned the entirety of its loans and
         commitments under the Amended and Restated Credit Agreement to
         Export Development Corporation (the "Nortel/EDC Credit Facility").
         The proceeds of the Nortel/EDC Credit Facility are used to
         purchase equipment, to fund the construction of the Company's
         portion of the Sprint PCS network, and to pay associated financing
         costs. The financing terms permitted the Company to borrow $250
         million (which was subsequently reduced to $175 million as a
         result of the prepayment of $75 million outstanding) under three
         commitment tranches through February 18, 2002, and requires
         minimum equipment purchases.

         The Nortel/EDC Credit Facility is collateralized by all of the
         Company's current and future assets and capital stock. The Company
         is required to maintain certain financial ratios and other
         financial conditions including minimum levels of revenue and
         wireless subscribers. In addition, the Company is required to
         maintain a 1.0 million cash balance as collateral against the
         facility. At December 31, 1999, the Company was not in compliance
         with this agreement; however, a waiver of this requirement was
         obtained from Nortel.

         Alamosa may borrow money under the Nortel/EDC Credit Facility as
         either a base rate loan with an interest rate of prime plus 2.75%,
         or a Eurodollar loan with an interest rate of the London interbank
         offered rate, commonly referred to as LIBOR, plus 3.75%. The LIBOR
         interest rate was 6.199% at December 31, 2000. In addition, an
         annual unused facility fee of 0.75% will be charged beginning
         August 8, 2000 on the portion of the available credit that has not
         been borrowed. Interest accrued through the two-year anniversary
         from the closing date can be added to the principal amount of the
         loan. Thereafter, interest is payable monthly in the case of base
         rate loans and at the end of the applicable interest period, not
         to exceed three months, in the case of Eurodollar loans. Interest
         expense for the period ended December 31, 2000 totaled $1,332,392.
         Principal is payable in 20 quarterly installments beginning
         September 30, 2002. Alamosa may voluntarily prepay any of the
         loans at any time, but any amount repaid may not be reborrowed
         since there are no revolving credit features. Alamosa must make
         mandatory prepayments under certain circumstances, including 50%
         of the excess cash flow, as computed under the Nortel/EDC Credit
         Facility, after March 31, 2002 and any amount in excess of
         $250,000 received for asset sales outside the ordinary course of
         business or insurance proceeds, to the extent not reinvested in
         property or assets within a stated period of time. All prepayments
         are applied to the outstanding loan balances pro rata in the
         inverse order of maturity, except where there is a borrowing base
         shortage, in which case prepayments are first applied there, and
         then pro rata among all three commitment tranches.

                                      F-15
<PAGE>

         The original commitment terms provided for warrants representing
         2% of the outstanding common stock of Holdings. These warrants
         were eliminated, by prior agreement, when the Company used $75
         million of the equity contribution from Holdings to prepay, in
         February 2000, amounts previously borrowed under the Nortel/EDC
         Credit Facility. In addition to the $75 million prepayment, in
         conjunction with the closing of the new facility, the Company also
         paid accrued interest of approximately $852,500 and origination
         fees and expenses of $3,995,000.

         As a condition of the financing, Sprint PCS has entered into a
         consent and agreement with Nortel that modifies Sprint PCS's
         rights and remedies under its affiliation agreements with the
         Company. Among other things, Sprint PCS consented to the pledge of
         substantially all of the Company's assets to Nortel, including the
         affiliation agreements. In addition, Sprint PCS may not terminate
         the affiliation agreements with the Company and must maintain 10
         MHz of PCS spectrum in the Company's markets until the Nortel/EDC
         Credit Facility is satisfied or the Company's assets are sold
         pursuant to the terms of the consent and agreement with Nortel.

         Alamosa incurred approximately $8,256,000 of costs associated with
         obtaining the Nortel/EDC Credit Facility. Those costs consisted of
         loan origination fees, legal fees and other debt issuance costs
         that have been capitalized and are being amortized to interest
         expense using the straight-line method over the term of the
         Nortel/EDC Credit Facility.

         Terms and conditions of the Nortel/EDC Credit Facility after the
         assignment on June 23, 2000 are essentially the same as before the
         assignment. However, the Company is no longer required to maintain
         a $1 million cash balance as collateral against the Nortel/EDC
         Credit Facility.

11.      INCOME TAXES

         Deferred taxes are provided for those items reported in different
         periods for income tax and financial reporting purposes. The net
         deferred tax asset has been fully reserved because of uncertainty
         regarding the Company's ability to recognize the benefit of the
         asset in future years. Prior to February 1, 2000, the Company's
         predecessor operated as a Limited Liability Company ("LLC") under
         which losses for income tax purposes were utilized by the LLC
         members on their income tax returns. Subsequent to January 31,
         2000, the Company became a C-Corp for federal income tax purposes
         and therefore subsequent losses became net operating loss
         carryforwards of the Company. The tax effects of temporary
         differences that give rise to significant portions of the deferred
         tax assets and deferred tax liabilities are presented below:

<TABLE>
<CAPTION>
                                                              December 31,
                                                                 2000
                                                          ----------------
        <S>                                               <C>
         Deferred tax assets:
              Net operating loss carryforwards            $     25,625,914
              Original issue discount                            7,690,882
              Non-cash compensation                              2,067,209
              Start-up expenses                                  1,006,690
              Deferred rent                                        588,000
              Bad debt allowance                                   442,577
              Other                                                600,517
                                                          ----------------
         Gross deferred tax assets                              38,021,789
         Deferred tax liabilities:
              Depreciation                                      10,995,932
              Other                                                 40,532
                                                          ----------------
         Net deferred tax assets                                26,985,325
         Valuation allowance                                   (26,985,325)
                                                          ----------------
         Deferred tax balance                             $              -
                                                          ================
</TABLE>

                                      F-16
<PAGE>

         The provision for income taxes is different than the amount
         computed using the applicable statutory federal income tax rate
         with the differences summarized below:

<TABLE>
<CAPTION>
                                                                  December 31,
                                                                      2000
                                                                 -------------
                 <S>                                               <C>
         Federal tax benefit at statutory rate                           (35%)
                                                                 =============
         Predecessor Limited Liability Company                           1.45%
         Adjustment due to increase in valuation allowance              33.40%
         Other                                                            .15%
                                                                 -------------
         Provision for income taxes                                      0.00%

</TABLE>
                                                                 =============

         As of December 31, 2000, the Company has available net operating
         loss carryforwards totaling approximately $73,217,000 which expire
         beginning in 2020. Utilization of net operating loss carryforwards
         may be limited by ownership changes which may have occurred or
         could occur in the future.

12.      RELATED PARTY TRANSACTIONS

         Note receivable - On April 23, 1999, the Company entered into a
         $100,000 loan agreement with an officer of the Company. The loan
         was fully repaid on April 10, 2000.

         Agreements with CHR Solutions, Inc. - Alamosa has entered into a
         number of agreements with CHR Solutions, Inc. ("CHR") to perform
         various consulting and engineering services. CHR resulted from a
         merger between Hicks & Ragland Engineering Co., Inc., and Cathey,
         Hutton & Associates, Inc. effective as of November 1, 1999. David
         Sharbutt, the Company's Chairman and Chief Executive Officer, was,
         at the time the agreements were executed, the President and Chief
         Executive Officer of Hicks & Ragland. As of December 2000, Mr.
         Sharbutt resigned his position on the Board of CHR, and is no
         longer an employee of CHR.

         Total amounts paid under the above agreements totaled $6,334,259
         and $3,841,793 for the years ended December 31, 2000 and 1999,
         respectively. Amounts included in accounts payable for the above
         agreement totaled $1,489,358 and $893,764 for the years ended
         December 31, 2000 and 1999, respectively.

         Agreement with American Tower Corporation - In August 1998, the
         Company entered into a master site development and lease agreement
         with Specialty Capital Services, Inc. ("Specialty"), a subsidiary
         of Specialty Teleconstructors, Inc. ("Teleconstructors"), that has
         since merged with American Tower Corporation ("American").
         Pursuant to the agreement, Specialty arranges for collocation of
         equipment or constructs new facilities in area identified for
         build-out. Specialty provides site acquisitions, leasing and
         construction services, and secures zoning, permitting and
         surveying approvals and licenses for each base station. This
         initial term master agreement expires in August 2003, with
         automatic renewal for three additional terms of five years each.

         The agreement provides for monthly payments subject to an annual
         adjustment based on the Consumer Price Index. Prior to October 1,
         1999, Specialty was related to the Company through one of the
         Company's directors who owned interests in both the Company and
         Teleconstructors and was an employee and officer of Specialty and
         Teleconstructors. In addition, another individual who was one of
         the Company's directors at the time the agreement was entered into
         is a manager of Longmont PCS, LLC, one of the Company's former
         members. This individual was also a stockholder of
         Teleconstructors and acted as a vice president of American, which
         acquired Teleconstructors. The two individuals completed the
         disposition of their ownership interests in American by September
         30, 1999 and are no longer associated with American. No amounts
         were paid or outstanding under this agreement during 1998. Through
         September 30, 1999, $165,300 was paid under this agreement.

                                      F-17
<PAGE>

         Agreements with Tech Telephone Company - Alamosa entered into a
         telecommunications service agreement with Tech Telephone Company
         Limited Partnership, an affiliate of CHR, to install and provide
         DSI telecommunications lines between Sprint PCS and the Company's
         Lubbock-based operations and between the Company's Lubbock-based
         operations and other markets. The original term of the agreement
         is three years, but the agreement automatically renews upon
         expiration for additional successive 30-day terms by either party.

         The Company has also entered into a distribution agreement with
         Tech Telephone, authorizing it to become a third party distributor
         of Sprint PCS products and services for the Company in Lubbock.

         Total amount paid for these contracts was $1,707,074 and $212,687
         during the years ended December 31, 2000 and 1999, respectively.
         The amounts included in accounts payable for the same periods were
         $147,387 and $288,461, respectively.

         Other related party transactions - In November 1998, the Company
         entered into an agreement to lease space for telephone switching
         equipment in Albuquerque with SASR Limited Partnership, 50% owned
         by one of the Company's directors and a manager of West Texas PCS,
         LLC, and Budagher Family LLC, two of the Company's interest
         holders. The lease has a term of five years with two optional
         five-year terms. The lease provides for monthly payments
         aggregating to $18,720 a year with 10% increase at the beginning
         of the two option periods, as well as a pro rata portion of real
         estate taxes on the property. In connection with the Company's
         distribution and sales of Sprint PCS wireless communications
         equipment, on December 28, 1998, the Company entered into a
         long-term agreement to lease space for a retail store in Lubbock,
         Texas with Lubbock HLH, Ltd., principally owned by one of
         Holding's directors and the general manager of South Plains
         Advance Communications & Electronics, Inc. ("SPACE"). SPACE is a
         stockholder of the Company. This lease has a term of 15 years and
         provides for monthly payments aggregating to approximately
         $110,000 a year, subject to adjustment based on the Consumer Price
         Index on the first day of the sixth lease year and on the first
         day of the eleventh lease year. No amounts were paid or
         outstanding under this lease at December 31, 1998. During 1999,
         $73,233 was paid under this lease. No amount was payable at
         December 31, 1999. During 2000, $100,833 was paid under this
         lease. No amount was payable at December 31, 2000.

                                      F-18
<PAGE>

13.      EMPLOYEE BENEFITS

         Effective November 13, 1998, the Company elected to participate in
         the NTCA Savings Plan, a defined contribution employee savings
         plan sponsored by the National Telephone Cooperative Association
         under Section 401(k) of the Internal Revenue Code. No employer
         contributions were made to this plan for the period ended December
         31, 1999 and 1998. During 2000, the Company made employer
         contributions of $187,555.

         Effective October 1, 1999, the Company entered into a three-year
         employment agreement with its Chief Executive Officer ("CEO"), the
         Company's chairman. In addition, in December 1999, the Company
         granted options to the CEO to acquire 242,500 common shares at an
         exercise price of $1.15 per share which vested immediately prior
         to the completion of the initial public offering and 1,455,000
         shares at an exercise price equal to the initial public offering
         price which vest 33% per year beginning September 30, 2000. The
         options expire January 5, 2009. The Company will recognize
         compensation expense of $3,116,125 related to the 242,500 options
         issued with an exercise price below the initial public offering
         price over the options vesting period. Compensation expense
         recorded for the year ended December 31, 2000 and 1999 was
         $2,764,797 and $351,328, respectively.

         On October 2, 1998, the Company entered into an employee agreement
         with its Chief Operating Officer ("COO"). The agreement provides
         for the granting of stock options in three series. The initial
         exercise price was determined based on the following formula:
         $48,500,000, committed capital at September 30, 1998, multiplied
         by the percentage interest represented by the option exercised.
         The exercise price for each series increased by an annual rate of
         8%, 15% or 25% compounded monthly beginning at the date of grant
         as specified by the agreement. Options may be exercised any time
         from January 1, 2004 to January 5, 2008. The options vest over a
         three-year period. During 1998, one option from each series was
         granted under this agreement. The options to acquire membership
         interests described above were to be exchanged for options in
         Holdings to acquire an equivalent number of common shares: 242,500
         at $1.08 per share, 242,500 at $1.15 per share and 242,500 at
         $1.25 per share. Effective December 1999, the Company amended his
         options such that each of his three series of original options
         were exchanged for two options to acquire a total of 1,697,500
         shares of common stock. The first option to acquire 242,500 shares
         of common stock has a fixed exercise price of $1.15 per share and
         vested immediately prior to completion of the initial public
         offering. The second option to acquire 1,455,000 shares of common
         stock has an exercise price equal to the initial public offering
         price and vests 25% per year beginning September 30, 2000. The
         expiration date of all of the COO's options was extended from
         January 5, 2008 to January 5, 2009. These amendments resulted in a
         new measurement date. The Company will record compensation expense
         totaling $9,341,100 in connection with these options. Compensation
         expense recorded for the years ended December 31, 2000 and 1999
         was $1,639,532 and $6,588,755, respectively.

         Effective December 1, 1999, the Company entered into a five-year
         employment agreement with its Chief Financial Officer ("CFO"). In
         addition, the Company granted the CFO options to purchase
         1,455,000 shares at the initial public offering price and that
         will expire January 5, 2009. There is no compensation cost related
         to these options.

                                      F-19
<PAGE>

         On October 14, 1998, the Board of Members of the Company approved
         an Incentive Ownership Plan. The plan consisted of 3,500 units
         comprised of 1,200 Series 8, 1,150 Series 15 and 1,150 Series 25
         units. The exercise price for each series was based on a
         pre-defined strike price which increased by an annual rate of 8%,
         15% or 25% compounded monthly beginning July 1, 2000. The initial
         exercise prices were $564.79, $623.84 and $711.88 for Series 8,
         Series 15 and Series 25 options, respectively. Each unit provided
         the holder an option to purchase an interest in the Company.
         Vested units could have been exercised any time from July 1, 2000
         to December 31, 2006. On October 29, 1998, under an employment
         agreement with the Company's Chief Technology Officer, 300 units
         were granted under this plan. The options to acquire membership
         interests described above were to be exchanged for options to
         acquire an equivalent number of common shares: 48,500 at $1.13 per
         share, 48,500 at $1.25 per share and 48,500 at $1.42 per share.
         Effective as of the IPO, these options were converted into options
         of Holdings and were amended such that his original options with
         exercise prices that increased by an annual rate of 8%, 15%, or
         25% (compounded monthly beginning July 1, 2000) were exchanged for
         options to purchase an equivalent number of common shares at fixed
         exercise prices equal to $1.13, $1.25 and $1.42 per share, which
         will not increase over the term of the options. These amendments
         resulted in a new measurement date. The Company recorded
         compensation expense totaling $2,095,723 in connection with these
         options. Compensation expense recorded for the year ended December
         31, 2000 and 1999 was $836,296 and $1,259,427, respectively.

14.      STOCK-BASED COMPENSATION

         Holdings adopted an Incentive Stock Option Plan (the "Plan")
         effective November 12, 1999, which provides for the granting of
         either incentive stock options or nonqualified stock options to
         purchase shares of Holdings' common stock and for other
         stock-based awards to officers, directors and key employees for
         the direction and management of the Company and to non-employee
         consultants and independent contractors. Effective December 14,
         2000, options to acquire the Company's common stock were converted
         into rights to acquire an equal number of common shares of Alamosa
         PCS Holdings, Inc. At December 31, 2000, 7,000,000 shares of
         common stock were reserved for issuance under the Plan. The
         compensation committee of the board of directors administers the
         Plan and determines grant prices and vesting periods. Generally,
         the options under each plan vest in varying increments over a
         three to five-year period, expire ten years from the date of grant
         and are issued at exercise prices no less than 100% of the fair
         market value of common stock at the time of the grant.

         The Company applies APB No. 25, "Accounting for Stock Issued to
         Employees" and related interpretation, in accounting for its
         employee stock options. In accordance with APB No. 25, no
         compensation expense or unearned compensation was recorded as of
         December 31, 1998. The Company has recorded unearned compensation
         of $14,962,949. This amount is being recognized over the vesting
         period in accordance with FASB Interpretation No. 28 when
         applicable. For the year ended December 31, 2000 and 1999,
         non-cash compensation of $5,650,625 and $8,199,511 has been
         recognized, respectively.

                                      F-20
<PAGE>

         As discussed in Note 4, the Company has adopted the
         disclosure-only provisions of SFAS No. 123. Had compensation cost
         for the Company's stock option plans been determined based on the
         fair value provisions of SFAS No. 123, the Company's net loss and
         net loss per share would have been decreased to the pro forma
         amounts indicated below:

<TABLE>
<CAPTION>
                                                                                        For the Period
                                                                                        From July 16,
                                                                                       1998 (Inception)
                                               Year End             Year End               Through
                                             December 31,         December 31,           December 31,
                                                 2000                 1999                   1998
                                          ------------------   ------------------   ----------------------
         <S>                             <C>                   <C>                    <C>

         Net loss - as reported           $   (80,188,100)      $   (32,835,859)      $   (923,822)
         Net loss - pro forma             $   (80,188,100)      $   (32,835,859)      $   (997,531)

</TABLE>


         The pro forma disclosures provided are not likely to be
         representative of the effects on reported net income or loss for
         future years due to future grants and the vesting requirements of
         the Company's stock option plans.

         The weighted-average fair value for all stock options granted in
         1998, 1999 and 2000 was $0.46, $13.04, and $12.18, respectively.
         The fair value of each stock option granted is estimated on the
         date of grant using the Black-Scholes option-pricing model with
         the following weighted-average assumptions:


<TABLE>
<CAPTION>
                                                                                        For the Period
                                                                                        From July 16,
                                                                                       1998 (Inception)
                                               Year End             Year End               Through
                                            December 31,         December 31,           December 31,
                                                 2000                 1999                   1998
                                          ------------------   ------------------   ----------------------
         <S>                             <C>                   <C>                    <C>

         Dividend yield                                 0%                    0%                    0%
         Expected volatility                           72%                   70%                   70%
         Risk-free rate of return                     6.3%                  5.5%                  5.5%
         Expected life                          4.07 years            5.53 years             0.3 years

</TABLE>

         The following summarizes activity under the Company's stock option
         plans:

<TABLE>
<CAPTION>

                                                                                 Weighted-average Exercise
                                           Number of Options                          Price per Share
                                 -------------------------------------     -------------------------------------
                                      Year End            Year End              Year End            Year End
                                    December 31,        December 31,          December 31,        December 31,
                                       2000                1999                  2000                1999
                                  -----------------   -----------------    -----------------  ------------------
      <S>                          <C>                 <C>                  <C>                 <C>

      Options outstanding at
         beginning of the
         period................         5,282,000             873,000              12.47               1.18
      Granted................... .      2,131,750           5,282,000              17.17              12.47
      Exercised................. .       (538,750)                  -              (1.48)              -
      Canceled/forfeited........ .        (86,248)           (873,000)            (12.35)             (1.18)
                                  -----------------   -----------------   -----------------   ------------------
      Options outstanding at
         the end of the period..        6,788,752           5,282,000              16.87              12.47
                                  =================   =================   =================   =================
      Options exercisable at
         end of period.........        1,615,502              48,498               16.75               1.27
</TABLE>


         The following table summarized information for stock options at
         December 31, 2000:

<TABLE>
<CAPTION>


                                          Outstanding                                 Exercisable
                    -------------------------------------------------------  -----------------------------
                                                                                               Weighted
                       Number                              Remaining            Number         Average
     Range of            Of            Exercise           Contractural            Of           Exercise
Exercise Prices       Options           Price                Life             Options          Price
------------------  -------------    -------------   ----------------------  ------------   --------------
<S>                 <C>              <C>             <C>                     <C>             <C>

  $1.13 - $10.74           57,002    $       10.21            8.8                  57,002   $        10.21
 $10.75 - $15.67          620,100    $       13.82            9.7                   9,000   $        15.67
 $16.81 - $24.56        6,029,650    $       17.11            8.3               1,549,500   $        17.00
 $26.25 - $35.63           82,000    $       27.11            9.6                       -              N/A
                    -------------    -------------   ----------------------  ------------   --------------

  $1.13 - $35.63        6,788,752    $       16.87            8.5               1,615,502   $        16.75
                    =============    =============   ======================  ============   ==============
</TABLE>

                                      F-21
<PAGE>


15.      FAIR VALUE OF FINANCIAL INSTRUMENTS

         The carrying amounts of cash, accounts payable, and accrued
         expenses approximate fair value because of the short maturity of
         these items.

         The carrying amount of the debt issued pursuant to the Company's
         credit agreement with EDC is expected to approximate fair value
         because the interest rate changes with market interest rates.

         The Company utilizes interest rate cap agreements to limit the
         impact of increases in interest rates on its floating rate debt.
         The interest rate cap agreements require premium payments to
         counterparties based upon a notional principal amount. Interest
         rate cap agreements entitle the Company to receive from the
         counterparties the amounts, if any, by which the selected market
         interest rates exceed the strike rates stated in the agreements.
         The fair value of the interest rate cap agreements is estimated by
         obtaining quotes from brokers and represents the cash requirement
         if the existing contracts had been settled at the balance sheet
         dates.

         Selected information related to the Company's senior discount
         notes is a follows:

<TABLE>
<CAPTION>

                                         December 31,           December 31,
                                            2000                     1999
                                        ---------------        ---------------
         <S>                            <C>                    <C>

         Book value                     $   209,279,908        $             -
         Fair value                         215,558,305                      -
                                        ---------------        ---------------

         Net unrecognized gain          $     6,278,397        $             -
                                        ===============        ===============

</TABLE>

         Selected information related to the Company's interest rate cap
         agreements is as follows:

<TABLE>
<CAPTION>

                                         December 31,           December 31,
                                             2000                   1999
                                        ---------------        --------------
         <S>                            <C>                    <C>
Notional amount                         $    2,300,000        $   35,607,000
                                        ===============       ===============
Fair value                                         439               125,815
Carrying amount                                 20,550               282,958
                                        ---------------       ---------------
Net unrecognized gain (loss)            $      (20,111)       $     (157,143)
                                        ===============       ===============
</TABLE>


         These fair value estimates are subjective in nature and involve
         uncertainties and matters of considerable judgment and therefore,
         cannot be determined with precision. Changes in assumptions could
         significantly affect these estimates.

16.      COMMITMENTS AND CONTINGENCIES

         On December 21, 1998, the Company entered into a three-year
         agreement with Nortel to purchase network equipment and
         infrastructure. Pursuant to that agreement, Nortel also agreed to
         provide installation and optimization services, such as network
         engineering and radio frequency engineering, for the equipment and
         to grant the Company a nonexclusive license to use the software
         associated with the Nortel equipment. The Company has committed to
         purchase $82.0 million worth of equipment and services from
         Nortel. Under the agreement, the Company will receive a discount
         on the network equipment and services because of the Company's
         affiliation with Sprint PCS, but must pay a premium on any
         equipment and services financed by Nortel. If the Company's
         affiliation with Sprint PCS ends, Nortel has the right to either
         terminate the agreement or, with the Company's consent, modify the
         agreement to establish new prices, terms and conditions. The
         Company entered into a modification of the agreement with Nortel
         after December 31, 1999 as described in Note 10.

                                      F-22
<PAGE>

17.      QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

         The quarterly results of operations (unaudited) for 1998, 1999,
         and 2000 per quarter are as follows:

<TABLE>
<CAPTION>

                                                                Quarter ended
                                    ---------------------------------------------------------------------
                                        March 31          June 30        September 30      December 31
                                    ---------------- ----------------- ---------------- -----------------
                                                   (In thousands, except per share amount)
 <S>                                <C>              <C>                 <C>              <C>
1998:
         Net sales................. $           -     $            -    $          -     $           -
         Operating loss............             -                  -            (401)             (558)
         Net loss..................             -                  -            (400)             (523)
1999:
         Net sales................. $           -     $           35    $      1,965     $       6,984
         Operating loss............        (1,963)            (4,005)        (11,279)          (13,425)
         Net loss..................        (1,745)            (4,018)        (11,926)          (15,147)
2000:
         Net sales................. $      11,880     $       17,553    $     23,203     $      30,064
         Operating loss............       (13,114)           (10,744)        (14,621)          (30,418)
         Net loss..................       (15,580)           (12,908)        (17,470)          (34,230)

</TABLE>


         Beginning in the fourth quarter of 2000, the Company began
         recording bad debt expense as a component of selling and
         marketing. Quarterly net sales have been adjusted to reflect the
         reclassification of bad debt expense to selling and marketing
         expense. The effect amounted to $194,722, $319,590 and $219,871
         for each of the first three quarters in the year ended December
         31, 2000.


18.      GUARANTOR FINANCIAL STATEMENTS

         Set forth below are consolidating financial statements of the
         issuer and guarantor subsidiaries and Alamosa Operations, Inc.
         ("Operations") which is the Company's non-guarantor subsidiary
         (the "Non-Guarantor Subsidiary") of the Senior Discount Notes.
         Separate financial statements of each guarantor subsidiary have
         not been provided because management has determined that they are
         not material to investors.

<TABLE>
<CAPTION>

                                                    CONSOLIDATING BALANCE SHEET
                                                      AS OF DECEMBER 31, 2000
                                                           (in thousands)



                                                        Guarantor       Non-Guarantor
                                          Issuer       Subsidiaries      Subsidiary      Eliminations    Consolidated
                                       ------------   --------------   ---------------   ------------    -------------
<S>                                    <C>            <C>              <C>               <C>             <C>
ASSETS
Current Assets:
   Cash and cash equivalents           $    114,003   $       23,054   $       4,711     $          -    $     141,768
   Short term investments                     1,600                -               -                -            1,600
   Accounts receivable, net of
   allowance                                      -           13,847             900                -           14,747
   Intercompany receivable                   47,239            4,338               -          (51,577)               -
   Inventory                                      -            2,753               -                -            2,753
   Investment in subsidiary                 168,857                -               -         (168,857)               -
   Prepaid expenses and other assets             17            3,010           1,046                -            4,073
                                       ------------   --------------   -------------     ------------    -------------
        Total current assets                331,716           47,002           6,657         (220,434)         164,941
Property and equipment, net                       -          228,983               -                -          228,983
Notes receivable                                  -                -          46,865                -           46,865
Debt issuance costs, net                      6,207            6,901               -                -           13,108
Other non-current assets                      3,319            1,182                                -            4,501
                                       ------------   --------------   --------------    -------------   --------------
        Total assets                   $    341,242   $      284,068   $      53,522     $   (220,434)   $     458,398
                                       ============   ==============   ==============    =============   ==============
LIABILITIES AND EQUITY
Current Liabilities:
   Accounts payable and accrued        $        564   $       60,783   $          39     $          -    $      61,386
   expenses
   Intercompany payable                           -                -          51,577          (51,577)               -
   Current installments on capital
      lease obligations                           -               36               -                -               36
                                       ------------   --------------   -------------     -------------    -------------
        Total current liabilities               564           60,819          51,616          (51,577)          61,422
Long-term debt                              209,280           54,524               -             -             263,804
Capital lease obligations                         -            1,039               -             -               1,039
Other noncurrent liabilities                      -              735               -             -                 735
                                       ------------   --------------   -------------     -------------    -------------
        Total liabilities                   209,844          117,117          51,616         (51,577)          327,000
                                       ------------   --------------   -------------     -------------    -------------
Stockholders' Equity:

<PAGE>

   Preferred stock, par value $.01 per
   share;  1,000 shares authorized, no
   shares issued and outstanding                  -                -               -              -                -

     Common stock, $.01 par value;
     9,000 shares authorized, 100
     issued and outstanding                       1              485               -             (485)              1

   Additional paid-in capital               246,458          266,068               -         (266,068)        246,458
   Accumulated (deficit) earnings          (113,948)         (98,489)          1,906           96,583        (113,948)
   Unearned compensation                     (1,113)          (1,113)             -             1,113          (1,113)
                                       ------------   --------------   -------------     -------------    -------------

     Total equity                           131,398          166,951           1,906         (168,857)        131,398
                                       ------------   --------------   -------------     -------------    -------------
     Total liabilities and
     stockholders' equity              $    341,242   $      284,068   $      53,522     $   (220,434)   $    458,398
                                       ============   ==============   ==============     =============   ==============
</TABLE>


                                      F-23
<PAGE>


<TABLE>
<CAPTION>

                                               CONSOLIDATING STATEMENT OF OPERATIONS
                                                FOR THE YEAR ENDED DECEMBER 31, 2000
                                                           (in thousands)



                                                        Guarantor       Non-Guarantor
                                          Issuer       Subsidiaries      Subsidiary      Eliminations     Consolidated
                                       ------------   --------------   ---------------   ------------     -------------
<S>                                    <C>            <C>              <C>               <C>             <C>

Revenues:
   Subscriber revenues                 $          -   $       56,154   $            -    $           -   $      56,154
   Travel and roaming revenues                    -           17,345                -                -          17,345
                                       ------------   --------------   --------------    -------------   ---------------

   Services revenues                              -           73,499                -                -          73,499
   Product sales                                  -            9,201                -                -           9,201
                                       ------------   --------------   --------------    -------------   ---------------
        Total revenue                             -           82,700                -                -          82,700

Cost of services and operations                   -           55,430                -                -          55,430
Cost of products sold (including $836
     of non-cash compensation)                    -           20,524                -                -          20,524
Selling and marketing                             -           46,514                -                -          46,514
General and administrative (including
     $4,814 of non-cash
     compensation)                            1,050           13,263               39                -          14,352
Depreciation and amortization                     -           12,530                -                -          12,530
Terminated merger and acquisition
     costs                                    2,247                -                -                -           2,247
                                       ------------   --------------   --------------    -------------   -------------
        Loss from operations                 (3,297)         (65,561)             (39)               -         (68,897)
Equity in loss of subsidiaries              (62,823)               -                -           62,823               -
Interest and other income                     8,489            4,050            1,945                -          14,484
Interest expense                            (22,557)          (3,218)               -                -         (25,775)
                                       ------------   --------------   --------------    -------------   -------------
        Net income (loss)              $    (80,188)  $      (64,729)  $        1,906    $      62,823   $     (80,188)
                                       ============   ==============   ==============    =============   =============

</TABLE>


                                      F-24
<PAGE>



<TABLE>
<CAPTION>

                                               CONSOLIDATING STATEMENT OF CASH FLOWS
                                                FOR THE YEAR ENDED DECEMBER 31, 2000
                                                           (in thousands)


                                                                Guarantor       Non-Guarantor
                                               Issuer          Subsidiaries      Subsidiary       Eliminations    Consolidated
                                               -----------    --------------  ------------------  --------------  --------------
<S>                                            <C>             <C>             <C>                <C>              <C>

Cash flows from operating activities:
Net income (loss)                               $  (80,188)      $  (64,729)     $      1,906     $      62,823    $  (80,188)
Adjustments to reconcile net loss to
 net cash used in operating activities:                  -                -                 -                -              -
   Equity in loss of subsidiaries                   62,823                -                 -           (62,823)            -
   Non-cash compensation expense                       410            5,241                 -                -          5,651
   Depreciation and amortization                         -           12,530                 -                -         12,530
   Bad debt expense                                      -            1,107                 -                -          1,107
   Amortization of debt issuance costs                 373            1,024                 -                -          1,397
   Deferred interest expense                        22,184              868                 -                -         23,052
   Loss from disposition of interest
     rate cap agreements                                 -              266                 -                -            266
   Loss from asset disposition                           -               81                 -                -             81
   (Increase) decrease in asset accounts:
     Accounts receivable                                 -          (13,278)             (900)               -        (14,178)
     Inventory                                           -            3,025                 -                -          3,025
     Prepaid expense and other assets                 (179)          (3,071)           (1,046)               -         (4,296)
   Increase (decrease) in liability accounts:
     Accounts payable and
     accrued expenses                                  564           21,732                39                -         22,335
                                               -----------   --------------   ------------------   -------------  --------------
     Net cash provided by (used in)
     operating activities                            5,987          (35,204)               (1)               -        (29,218)
                                               -----------   --------------   ------------------   -------------  --------------
Cash flows from investing activities:
   Additions to property and equipment                   -         (136,904)                 -               -       (136,904)
   Intercompany receivable                         (47,239)          (4,338)                 -          51,577              -
   Intercompany payable                                  -                -             51,577         (51,577)             -
   Equity investment in subsidiary                (215,000)               -                  -         215,000              -
   Equity investment from parent                         -          215,000                  -        (215,000)             -
   Repayment (issuance) of notes
      receivable                                         -              100            (46,865)              -        (46,765)
   Acquisition related costs                        (3,156)               -                  -               -         (3,156)
   Purchase of short term investments               (1,600)               -                  -               -         (1,600)
   Purchase of minority interest in
      subsidiary                                         -             (255)                 -               -           (255)
   Change in restricted cash                             -              518                  -               -            518
                                               -----------   --------------   ------------------   -------------  --------------
     Net cash provided by (used in)
     investing activities                         (266,995)          74,121              4,712               -       (188,162)
                                               -----------   --------------   ------------------   -------------  --------------
Cash flows from financing activities:
   Equity offering proceeds                        208,589                -                  -               -        208,589
   Equity offering costs                           (14,802)           1,203                  -               -        (13,599)
   Issuance of Senior Discount Notes               187,096                -                  -               -        187,096
   Debt issuance cost                               (6,581)          (4,182)                 -               -        (10,763)
   Stock options exercised                             709               -                   -               -            709
   Proceeds from issuance of
   long-term debt                                        -           57,758                  -               -         57,758
   Repayments of long-term debt                          -          (76,239)                 -               -        (76,239)
   Payments on capital leases                            -              (31)                 -               -            (31)
   Interest rate cap premiums                            -              (27)                 -               -            (27)
                                               -----------   -------------- ------------------  --------------  --------------
     Net cash provided by financing
     activities                                    375,011          (21,518)                 -               -        353,493
                                               -----------   -------------- ------------------  --------------  --------------
     Net increase in cash and cash
        equivalents                                114,003           17,399              4,711               -        136,113

Cash and cash equivalents at
   beginning of period                                   -            5,655                  -               -          5,655
                                               -----------   --------------   ------------------   -------------  --------------
Cash and cash equivalents at                   $   114,003     $     23,054     $        4,711      $        -    $   141,768
   end of period                               ===========   ==============   ==================   =============  ==============


</TABLE>


                                      F-25
<PAGE>

19.      SUBSEQUENT EVENTS

         2001 Senior Notes

         On January 31, 2001, the Company consummated the offering (the
         "2001 Notes Offering") of $250 million aggregate principal amount
         of Senior Notes (the "2001 Senior Notes"). The 2001 Senior Notes
         mature in ten years (February 1, 2011), carry a coupon rate of 12
         1/2%, payable semiannually on February 1 and August 1, beginning
         on August 1, 2001. The net proceeds from the sale of the 2001
         Senior Notes were approximately $241 million, after deducting the
         discounts and commission to the initial purchasers and estimated
         offering expenses.

         Approximately $59.0 million of the proceeds of the 2001 Senior
         Notes Offering were used by the Company to establish a security
         account (with cash or U.S. government securities) to secure on a
         pro rata basis the payment obligations under the 2001 Senior Notes
         and the 2000 Senior Discount Notes, and the balance will be used
         for general corporate purposes of the Company, including,
         accelerating coverage within the existing territories of the
         Company; the build-out of additional areas within its existing
         territories; expanding its existing territories; and pursuing
         additional telecommunications business opportunities or acquiring
         other telecommunications businesses or assets.

         Significant terms of the 2001 Senior Notes include:

         Ranking -- The 2001 Senior Notes are senior unsecured obligations
         of the Company, rank equally with all its existing and future
         senior debt and rank senior to all its existing and future
         subordinated debt.

         Guarantees -- The 2001 Senior Notes are fully and unconditionally,
         jointly and severally guaranteed on a senior subordinated basis by
         the current subsidiaries and future restricted subsidiaries of the
         Company.

         Security Agreement -- Concurrently with the closing of the 2001
         Senior Notes, the Company deposited $59.0 million with the
         collateral agent, to secure on a pro rata basis the payment
         obligations of the Company under the 2001 Senior Notes and the
         2000 Senior Discount Notes. The amount deposited in the security
         account, together with the proceeds from the investment thereof,
         will be sufficient to pay when due the first four interest
         payments on the 2001 Senior Notes. Funds will be released from the
         security account to make interest payments on the 2001 Senior
         Notes or the 2000 Senior Discount Notes as they become due, so
         long as there does not exist an event of default with respect to
         the 2001 Senior Notes or the 2000 Senior Discount Notes.

         Optional Redemption -- During the first thirty six (36) months
         after the 2001 Notes Offering, the Company may use net proceeds of
         an equity offering to redeem up to 35% of the accreted value of
         the notes at a redemption price of 112.5%.

         Change of Control -- Upon a change of control as defined by the
         2001 Notes Offering, the Company will be required to make an offer
         to purchase the 2001 Senior Notes at a price equal to 101% of the
         principal amount together with accrued and unpaid interest.

         Restrictive Covenants -- The indenture governing the 2001 Senior
         Notes contains covenants that, among other things and subject to
         important exceptions, limit the ability of the Company and the
         ability of the subsidiaries of the Company to incur additional
         debt, issue preferred stock, pay dividends, redeem capital stock
         or make other restricted payments or investments as defined by the
         2001 Notes Offering, create liens on assets, merge, consolidate or
         dispose of assets, or enter into transactions with affiliates and
         change lines of business. The 2001 Senior Notes have cross-default
         provisions whereby an event of default, that results in acceleration
         of the maturity on other indebtedness of the Company, triggers a
         default on such Notes.

                                      F-26
<PAGE>

         Registration Rights -- In connection with the 2001 Senior Notes
         Offering, the Company entered into a registration rights
         agreement, where Alamosa (Delaware) and the guarantors of the 2001
         Senior Notes agreed, (i) to file a registration statement within
         90 days of the closing of the 2001 Notes Offering which, when
         effective, will enable holders of the 2001 Senior Notes to
         exchange the privately placed 2001 Senior Notes for publicly
         registered notes. The publicly registered notes will have terms
         substantially identical to those of the privately placed notes,
         except that the new notes will be freely transferable; and (ii) to
         use reasonable best efforts to cause the registration statement to
         become effective under the Securities Act within 180 days after
         the closing of the 2001 Notes Offering.

         Senior Secured Credit Facility

         On February 14, 2001, Superholdings, the Company and Alamosa
         Holdings, LLC, as borrower; entered into a $280.0 million Senior
         Secured Credit Facility (the "Senior Secured Credit Facility")
         with Citicorp USA, as administrative agent and collateral agent
         Toronto Dominion (Texas), Inc., as syndication agent; EDC as
         co-documentation agent; First Union National Bank, as
         documentation agent; and a syndicate of banking and financial
         institutions.  In connection with the completion of the Southwest
         merger, the senior secured credit facility was increased from
         $280.0 million to $333.0 million.

         The following is a summary of the principal terms of the Senior
         Secured Credit Facility.

         The Senior Secured Credit Facility consists of:

         o      a 7-year senior secured 12-month delayed draw term loan
                facility in an aggregate principal amount of up to
                $293.0 million; and

         o      7-year senior secured revolving credit facility in an
                aggregate principal amount of up to $40.0 million, part
                of which will be available in the form of letters of
                credit.

         Under the Senior Secured Credit Facility, interest will accrue, at
         Alamosa Holdings, LLC's option: (i) at the London Interbank
         Offered Rate adjusted for any statutory reserves ("LIBOR"), or
         (ii) the base rate which is generally the higher of the
         administrative agent's base rate, the federal funds effective rate
         plus 0.50% or the administrative agent's base CD rate plus 0.50%,
         in each case plus an interest margin which is initially 4.00% for
         LIBOR borrowings and 3.00% for base rate borrowings. The
         applicable interest margins are subject to reductions under a
         pricing grid based on ratios of Alamosa Holdings, LLC's total debt
         to its earnings before interest, taxes, depreciation and
         amortization ("EBITDA"). The interest rate margins will increase
         by an additional 200 basis points in the event Alamosa Holdings,
         LLC fails to pay principal, interest or other amounts as they
         become due and payable under the Senior Secured Credit Facility.

         The interest rate on the outstanding loans is 9.4375%. Alamosa
         Holdings, LLC is also required to pay quarterly in arrears a
         commitment fee on the unfunded portion of the commitment of each
         lender. The commitment fee accrues at a rate per annum equal to
         (i) 1.50% on each day when the utilization (determined by dividing
         the total amount of loans plus outstanding letters of credit under
         the Senior Secured Credit Facility by the total commitment amount
         under the Senior Secured Credit Facility) of the Senior Secured
         Credit Facility is less than or equal to 33.33%, (ii) 1.25% on
         each day when utilization is greater than 33.33% but less than or
         equal to 66.66% and (iii) 1.00% on each day when utilization is
         greater than 66.66%.

                                      F-27
<PAGE>

         Alamosa Holdings, LLC is also required to pay a separate annual
         administration fee and a fee on the aggregate face amount of
         outstanding letters of credit, if any, under the new revolving
         credit facility.

         On February 14, 2001, Alamosa Holdings, LLC borrowed $150.0
         million under the new term loan facility while an additional $90.0
         million in term debt will be available for multiple drawings in
         amounts to be agreed for a period of 12 months thereafter. Any
         amount outstanding at the end of the 12-month period will amortize
         quarterly in amounts to be agreed beginning May 14, 2004. The new
         revolving credit facility of $40.0 million will be available for
         multiple drawings prior to its final maturity, provided that no
         amounts under the new revolving credit facility will be available
         until all amounts under the new term facility have been fully
         drawn. The new revolving credit facility will begin reducing
         quarterly in amounts to be agreed beginning May 14, 2004. All
         advances under the Senior Secured Credit Facility are subject to
         usual and customary conditions, including actual and pro forma
         covenant compliance and the requirement that the ratio of senior
         debt to net property, plant and equipment for the most recent
         fiscal quarter will not exceed 1:1.

         Loans under the new term loan portion of the Senior Secured Credit
         Facility will be subject to mandatory prepayments from 50% of
         excess cash flow for each fiscal year commencing with the fiscal
         year ending December 31, 2003, 100% of the net cash proceeds
         (subject to exceptions and reinvestment rights of asset sales or
         other dispositions, including insurance and condemnation proceeds)
         of property by the Company and its subsidiaries, and 100% of the
         net proceeds of issuances of debt obligations of the Company and
         its subsidiaries (subject to exceptions). After the term loans are
         repaid in full, mandatory prepayments will be applied to
         permanently reduce commitments under the revolving credit portion
         of the Senior Secured Credit Facility.

         All obligations of Alamosa Holdings, LLC under the Senior Secured
         Credit Facility are unconditionally guaranteed on a senior basis
         by Superholdings, Alamosa PCS Holdings, Inc., the Company and,
         subject to certain exceptions, by each current and future direct
         and indirect subsidiary of the Company, including Alamosa PCS,
         Inc., Roberts and WOW.

         The Senior Secured Credit Facility is secured by a first priority
         pledge of all of the capital stock of Alamosa Holdings, LLC and
         subject to certain exceptions, each current and future direct and
         indirect subsidiary of the Company, as well as a first priority
         security interest in substantially all of the assets (including
         all of the Sprint affiliation agreements with Alamosa PCS
         Holdings, Inc., Roberts and WOW) of the Company and, subject to
         certain exceptions, each current and future direct and indirect
         subsidiary of the Company.

         The Senior Secured Credit Facility contains customary events of
         default, including, but not limited to:

         o      the non-payment of the principal, interest and other
                obligations under the Senior Secured Credit Facility;

                                      F-28
<PAGE>

         o      the inaccuracy of representations and warranties contained in
                the credit agreement or the violation of covenants contained
                in the credit agreement;

         o      cross default and cross acceleration to other material
                indebtedness;

         o      bankruptcy;

         o      material judgments and certain events relating to compliance
                with the Employee Retirement Income Security Act of 1974
                and related regulations;

         o      actual or asserted invalidity of the security documents or
                guaranties of the Senior Secured Credit Facility;

         o      the occurrence of a termination event under the
                management, licenses and other agreements between any of
                the Company, WOW, Roberts and their subsidiaries and
                Sprint PCS or a breach or default under the consent and
                agreement entered into between Citicorp USA, Inc., as
                administrative agent for the lenders, and Sprint PCS;

         o      loss of rights to benefit of or the occurrence of any
                default under other material agreements that could
                reasonably be expected to result in a material adverse
                effect on Alamosa Holdings, LLC;

         o      the occurrence of a change of control;

         o      any termination, revocation or non-renewal by the FCC of one
                or more material licenses; and

         o      the failure by the Company to make a payment, if that
                could reasonably be expected to result in the loss,
                termination, revocation, non-renewal or material
                impairment of any material licenses or otherwise result
                in a material adverse affect on Alamosa Holdings, LLC.

         The Senior Secured Credit Facility contains numerous affirmative
         and negative covenants customary for credit facilities of a
         similar nature, including, but not limited to, negative covenants
         imposing limitations on the ability of the Company, Alamosa
         Holdings, LLC and their subsidiaries, and as appropriate,
         Superholdings, to, among other things, (i) declare dividends or
         repurchase stock; (ii) prepay, redeem or repurchase debt; (iii)
         incur liens and engage in sale-leaseback transactions; (iv) make
         loans and investments; (v) incur additional debt, hedging
         agreements and contingent obligations; (vi) issue preferred stock
         of subsidiaries; (vii) engage in mergers, acquisitions and asset
         sales; (viii) engage in certain transactions with affiliates; (ix)
         amend, waive or otherwise alter material agreements or enter into
         restrictive agreements; and (x) alter the businesses they conduct.

                                      F-29
<PAGE>

         The Company is also subject to the following financial covenants,
         which will apply until June 30, 2002:

         o       minimum numbers of Sprint PCS subscribers;

         o       providing coverage to a minimum number of residents;

         o       minimum service revenue;

         o       maximum negative EBITDA or minimum EBITDA;

         o       ratio of senior debt to total capital;

         o       ratio of total debt to total capital; and

         o       maximum capital expenditures.

         After June 30, 2002, the financial covenants will be the
         following:

         o       ratio of senior debt to EBITDA;

         o       ratio of total debt to EBITDA;

         o       ratio of EBITDA to total fixed charges (the sum of debt
                 service, capital expenditures and taxes);

         o       ratio of EBITDA to total cash interest expense; and

         o       ratio of EBITDA to pro forma debt service.

         Unless waived by the Senior Secured Credit Facility lenders, the
         failure of Superholdings, Alamosa Holdings, LLC and their
         subsidiaries to satisfy or comply with any of the financial or
         other covenants, or the occurrence of an event of default under
         the Senior Secured Credit Facility, will entitle the lenders to
         declare the outstanding borrowings under the Senior Secured Credit
         Facility immediately due and payable and exercise all or any of
         their other rights and remedies. Any such acceleration or other
         exercise of rights and remedies would likely have a material
         adverse effect on Superholdings, the Company, Alamosa PCS
         Holdings, Inc., Alamosa Holdings, LLC and their subsidiaries.

         Consent and Agreement for the Benefit of the Holders of the Senior
         Secured Credit Facility

         Sprint PCS entered into a consent and agreement with Citicorp,
         that modifies Sprint PCS's rights and remedies under our
         affiliation agreements with Sprint PCS, for the benefit of
         Citicorp and the holders of the Senior Secured Credit Facility and
         any refinancing thereof. The consent and agreement with Citicorp
         generally provide, among other things, Sprint PCS 's consent to
         the pledge of substantially all of our assets, including our
         rights in our affiliation agreements with Sprint PCS, and that our
         affiliation agreements with Sprint PCS generally may not be
         terminated by Sprint PCS until the Senior Secured Credit Facility
         is satisfied in full pursuant to the terms of the consents and
         agreement.

         Subject to the requirements of applicable law, so long as the
         Senior Secured Credit Facility remains outstanding, Sprint PCS has
         the right to purchase our operating assets or the partnership
         interests, membership interests or other equity interests of our
         operating subsidiaries, upon its receipt of notice of an
         acceleration of the Senior Secured Credit Facility, under certain
         terms.
<PAGE>

         If Sprint PCS does not purchase our operating assets or the
         partnership interests, membership interests or other equity
         interests of our operating subsidiaries after an acceleration of
         the obligations under the Senior Secured Credit Facility, then the
         administrative agent may sell the operating assets or the
         partnership interests, membership interests or other equity
         interests of our operating subsidiaries.

                                      F-30
<PAGE>

         Mergers with Roberts Wireless Communications L.L.C. and Washington
         Oregon Wireless, L.L.C.

         On July 31, 2000, Holdings signed definitive agreements to merge
         two Sprint PCS affiliates, Roberts Wireless Communications, L.L.C.
         ("Roberts") and Washington Oregon Wireless, LLC ("WOW") into its
         operations. Roberts has a management agreement with Sprint PCS to
         provide personal communications services to approximately 2.5
         million residents primarily in the states of Missouri, Kansas and
         Illinois. WOW has a similar management agreement with Sprint PCS
         to provide services to approximately 1.5 million people primarily
         in Washington and Oregon.

         These mergers occurred on February 14, 2001. It is anticipated
         that both of these transactions will be accounted for under the
         purchase accounting method.

         The consummation of these transactions contemplates a merger of
         the Company, pursuant to which the Company, Roberts and WOW became
         subsidiaries of a new holding company, Superholdings, and the
         Company's stockholders became stockholders of Superholdings.

         Roberts is a wholly owned subsidiary of Roberts Wireless Holdings,
         L.L.C. ("Roberts Holdings"). Pursuant to the Roberts merger
         agreement, the members of Roberts Holdings received 13.5 million
         shares of Superholdings and approximately $4.0 million in cash.
         Superholdings will assume the net debt of Roberts in the
         transaction, which amounted to approximately $56.0 million as of
         December 31, 2000.

         WOW is a wholly owned subsidiary of WOW Holdings, LLC ("WOW
         Holdings"). Pursuant to the WOW merger agreement, the members of
         WOW Holdings received 6.05 million shares of Superholdings and
         $12.5 million in cash. Superholdings will assume the net debt of
         WOW in the transaction, which amounted to approximately $31
         million as of December 31, 2000.

         Prior to consummating the mergers, on July 31, 2000, Operations
         entered into services agreements with Roberts and WOW, effective
         July 31, 2000 and September 1, 2000, respectively, whereby
         Operations began to manage the operations of Roberts and WOW,
         pending completion of the mergers. Operations provides various
         services in connection with the operation of Robert's and WOW's
         businesses, including (a) all network management services, (b)
         management of all sales and marketing services, (c) through the
         management agreements with Sprint PCS, customer care, billing, and
         other services, and (d) certain general and administrative,
         executive, financial and accounting, human resources, legal and
         other professional and forecasting services. Under the terms of
         the agreement, Roberts and WOW each paid Operations a management
         fee of $100,000 per month for the services provided by Operations
         and each reimbursed Operations for certain costs and expenses
         incurred or paid by Operations in providing these services.

         The terms of the Roberts and WOW services agreements began on July
         31, 2000 and September 1, 2000, respectively, and ended upon the
         completion of the respective mergers.

                                      F-31
<PAGE>

         Merger with Southwest PCS

         On March 9, 2001, Superholdings announced the signing of a
         definitive agreement to merge Sprint PCS Network Partner,
         Southwest PCS Holdings, Inc. ("Southwest") into our operations.
         The acquisition was completed on March 30, 2001. Southwest
         shareholders exchanged 100 percent of their common shares of
         Southwest for 11.1 million shares of our common stock and $5
         million in cash. The transaction was structured as a merger.

         Southwest has a management agreement with Sprint PCS to service
         more than 2.8 million residents with the exclusive right to market
         100 percent digital and wireless products and services under the
         Sprint and Sprint PCS brand names. The Southwest territories cover
         markets in Texas, Oklahoma and Arkansas, encompassing over 2,100
         heavily traveled highway miles. As of December 31, 2001, Southwest
         had launched service in 18 markets covering approximately 1.5
         million residents and had approximately 40,000 customers.

20.      DEBT COVENANT (UNAUDITED)

         As of March 31, 2001, we did not meet the maximum negative EBITDA
         covenant under our senior secured credit facility, which had an
         outstanding balance of $203 million. During the guarter ended March
         31, 2001, we reported an EBITDA loss of $16.7 million, which exceeded
         the maximum negative EBITDA covenant by $7.0 million.

         On May 8, 2001, we obtained a waiver of any default or event of
         default arising from the failure to comply with the covenant for the
         fiscal quarter ended March 31, 2001 from the lending institutions
         under the senior secured credit facility. We believe the maximum
         negative EBITDA covenant will be met in periods subsequent to March 31,
         2001.

                                      F-32
<PAGE>





                    REPORT OF INDEPENDENT ACCOUNTANTS ON
                        FINANCIAL STATEMENT SCHEDULE

To the Board of Directors of Alamosa (Delaware), Inc.

Our audits of consolidated financial statements referred to in our report
dated February 19, 2001, except for Note 19 as to which the date is March
9, 2001, appearing in the 2000 annual report on Form 10-K of Almosa
(Delaware), Inc. also included an audit of the financial statement schedule
listed in item 14(a)(2) of this Form 10-K. In our opinion, this financial
statement schedule presents fairly, in all material respects, the
information set forth therein when read in conjunction with the related
consolidated financial statements.

PricewaterhouseCoopers LLP
Dallas, Texas
February 19, 2001

                                      F-33
<PAGE>



<TABLE>
<CAPTION>

                                                            SCHEDULE II

                                                     ALAMOSA (DELAWARE), INC.

                                          CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS


                                         FOR THE PERIOD JULY 16, 1998 (INCEPTION) THROUGH
                                                 DECEMBER 31, 2000 (IN THOUSANDS)


                                                               Additions
                                           Balance at          Charged to
                                           Beginning of        Costs and                            Balance at
           Classification                  Period              Expenses          Deductions         End of Period
-------------------------------------     --------------     --------------    ---------------     ---------------
<S>                                        <C>                 <C>              <C>                <C>

December 31, 1998
     Allowance for doubtful accounts       $     -            $       -          $       -           $        -

December 31, 1999
     Allowance for doubtful accounts       $     -            $     162          $       -           $      162

December 31, 2000
     Allowance for doubtful accounts       $   162            $   1,341          $       -           $    1,503

</TABLE>



         This schedule should be read in conjunction with the Company's
         audited consolidated financial statements and related notes
         thereto that appear in this prospectus.



                                      F-34
<PAGE>




                        INDEPENDENT AUDITOR'S REPORT



Members
Roberts Wireless Communications, LLC

          We have audited the accompanying consolidated balance sheets of
Roberts Wireless Communications, LLC (the Company) as of December 31, 2000
and 1999, and the related consolidated statement of income, members' equity
and cash flows for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

          We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.

          In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Roberts
Wireless Communications, LLC as of December 31, 2000 and 1999, and the
results of their operations and their cash flows for the year then ended,
in accordance with generally accepted accounting principles.




                                                   MELMAN, ALTON & CO., L.L.C.



March 24, 2001


                                      F-35
<PAGE>



<TABLE>
<CAPTION>

                                        ROBERTS WIRELESS COMMUNICATIONS, LLC AND SUBSIDIARY
                                                    CONSOLIDATED BALANCE SHEETS
                                                    DECEMBER 31, 2000 AND 1999


                                                   ASSETS
Current Assets                                                         2000                         1999
                                                              -----------------------       ---------------------
<S>                                                            <C>                           <C>

   Cash                                                       $                     -       $          3,144,756
   Accounts Receivable                                                      3,704,786                     389,951
   Inventory                                                                1,156,207                     226,968
   Prepaid Rent                                                               364,296                     120,000
   Note Receivable                                                         16,375,106                           -
                                                              -----------------------       ---------------------
      Total Current Assets                                                 21,600,395                   3,881,675
                                                              -----------------------       ---------------------
Fixed Assets
  Land and Buildings                                                        1,329,270                     216,335
  Communication Equipment                                                  71,429,741                  14,208,718
  Furniture & Fixtures                                                        996,812                     191,207
  Vehicles                                                                    113,553                     170,000
                                                              -----------------------       ---------------------
      Total Cost                                                           73,869,376                  14,786,260
 Less:  Accumulated depreciation                                          (6,732,648)                 (1,454,939)
                                                              -----------------------       ---------------------
      Total Fixed Assets                                                   67,136,728                  13,331,321
                                                              -----------------------       ---------------------
Intangible Assets (net of amortization)                                     6,378,893                  10,129,487
Debt Issuance Costs (net of amortization)                                   1,849,450                           -
Other Noncurrent Assets                                                        24,879                           -
                                                              -----------------------       ---------------------
      Total Assets                                            $           96,990,345        $         27,342,483
                                                              =======================       =====================


                                      LIABILITIES AND MEMBERS' EQUITY

Current Liabilities
   Accounts Payable and Accrued Expenses                      $            18,616,283       $           2,371,177
   Note Payable and Other Current Liability                                37,320,272                           -
      Total Current Liabilities                                            55,936,555                   2,371,177
                                                              -----------------------       ---------------------
Long Term Liabilities
   Notes Payable                                                           56,000,000                  25,011,439
                                                              -----------------------       ---------------------
      Total Liabilities                                                   111,936,555                  27,382,616
Commitments and Contingencies
                                                              -----------------------       ---------------------
Members Equity                                                           (14,946,210)                    (40,133)
                                                              -----------------------       ---------------------
      Total Liabilities and Equity                            $            96,990,345       $          27,342,483
                                                              =======================       =====================


See accompanying notes and accountant's report.

</TABLE>




                                      F-36
<PAGE>


<TABLE>
<CAPTION>

                                              ROBERTS WIRELESS COMMUNICATIONS, L.L.C.
                                               CONSOLIDATED STATEMENTS OF OPERATIONS



                                                             December 31,                   December 31,
                                                                2000                           1999
                                                        -------------------------    -------------------------
<S>                                                     <C>                           <C>
Revenues:
     Subscriber revenues                                 $    8,492,521              $      2,025,110
     Roaming and travel revenues                              4,920,614                       469,328
                                                        -------------------------    -------------------------
     Service revenues                                        13,413,135                     2,494,438
     Product sales                                            1,315,616                       379,259
                                                        -------------------------    -------------------------

         Total Revenue                                       14,728,751                     2,873,697
                                                        -------------------------    -------------------------

Cost and expenses:
     Cost of services and operations                         10,004,526                     1,748,565
     Cost of products sold                                    2,493,853                       834,236
     Selling and marketing                                    6,975,964                     2,025,429
     General and administrative expenses                      2,507,262                       702,829
     Depreciation and amortization                            5,671,944                     1,799,281
                                                        -------------------------    -------------------------

         Total costs and expenses                            27,653,549                     7,110,340
                                                        -------------------------    -------------------------

         Loss from operations                               (12,924,798)                   (4,236,643)
     Interest and other income                                   98,085                        65,739
     Interest expense                                        (3,279,364)                     (417,337)
                                                        -------------------------    -------------------------

         Net Loss                                       $   (16,106,077)              $    (4,588,241)
                                                        =========================    =========================


See accompanying notes and accountant's report.


</TABLE>


                                      F-37
<PAGE>


<TABLE>
<CAPTION>

                                        ROBERTS WIRELESS COMMUNICATIONS, LLC AND SUBSIDIARY
                                       CONSOLIDATED STATEMENTS OF MEMBERS' EQUITY (DEFICIT)
                                              YEARS ENDED DECEMBER 31, 2000 AND 1999


                                                                            CONTRIBUTED
                                                     CONTRIBUTED             CAPITAL
                                                      CAPITAL                RELATED          ACCUMULATED             MEMBERS'
                                                      MEMBERS                ENTITIES          DEFICIT                EQUITY
                                                    --------------     --------------       ---------------     -----------------
<S>                                                 <C>                <C>                  <C>                 <C>

MEMBERS' EQUITY (DEFICIT)-DECEMBER 31, 1998         $    1,176,200     $     3,709,129     $    (3,632,381)     $       1,252,948
CONTRIBUTED CAPITAL - MEMBERS                            2,903,000                                                      2,903,000
CONTRIBUTED CAPITAL - RELATED ENTITIES                                         392,160                                    392,160
NET LOSS                                                                                        (4,588,241)           (4,588,241)
                                                    --------------     ---------------     ----------------     -----------------
MEMBERS EQUITY(DEFICIT)-DECEMBER 31, 1999           $    4,079,200     $     4,101,289     $    (8,220,622)     $        (40,133)
CONTRIBUTED CAPITAL - MEMBERS                            1,200,000                                                      1,200,000
NET LOSS                                                                                       (16,106,077)          (16,106,077)
                                                    --------------     ---------------     ----------------     -----------------
MEMBERS EQUITY(DEFICIT)-DECEMBER 31, 2000           $    5,279,200     $     4,101,289     $   (24,326,699)     $    (14,946,210)
                                                    ==============     ===============     ================     =================


See accompanying notes and accountant's report.
</TABLE>


                                      F-38
<PAGE>



<TABLE>
<CAPTION>


                                        ROBERTS WIRELESS COMMUNICATIONS, LLC AND SUBSIDIARY
                                               CONSOLIDATED STATEMENTS OF CASH FLOWS
                                              YEARS ENDED DECEMBER 31, 2000 AND 1999


                                                                      2000                     1999
                                                               -------------------       ------------------
<S>                                                            <C>                        <C>

Cash Flows From Operating Activities:
  Net Loss                                                     $       (16,106,077)      $     (4,588,241)
  Adjustments to reconcile net loss to net
    cash used in operating activities:
    Depreciation and amortization                                       5,671,944               1,799,281
  Change in assets and liabilities:
    Increase in accounts receivable                                    (3,314,835)             (1,073,722)
    Increase in inventory                                                (929,239)               (226,968)
    Increase in accounts payable and accrued expenses                  14,995,688               2,371,177
    (Increase) decrease in deposits                                       (24,879)              1,000,000
    Increase in prepaid expenses                                         (244,296)               (120,000)
                                                              -------------------        ------------------
Net Cash Provided by (Used in) Operating Activities                        48,306                (838,473)
                                                              -------------------        ------------------
Cash Flows From Investing Activities
  Additions to fixed assets and operating rights                      (55,612,297)            (22,489,025)
                                                              -------------------        ------------------
  Net Cash Used in Investing Activities                               (55,612,297)            (22,489,025)
                                                              -------------------        ------------------

Cash Flows From Financing Activities:
  Increase in loan costs                                                 (714,492)             (1,521,841)
  Proceeds from contributed capital                                     1,200,000               2,903,000
  Proceeds from debt                                                   51,613,455              25,011,439
                                                              -------------------        ------------------
Net Cash Provided by Financing Activities                              52,098,963              26,392,598
                                                              -------------------        ------------------
Net Increase (Decrease) in Cash                                        (3,465,028)              3,065,100
Cash and cash equivalents at Beginning of Year                          3,144,756                  79,656
                                                              -------------------        ------------------
Cash (Bank Overdraft) at End of Year                          $          (320,272)       $      3,144,756
                                                              ===================        ==================


Supplemental Disclosure
                                                              -------------------        ------------------
  Cash Paid for Interest                                      $         1,697,952        $              -
                                                              ===================        ==================

See accompanying notes and accountant's report.


</TABLE>


                                      F-39
<PAGE>


            ROBERTS WIRELESS COMMUNICATIONS, LLC AND SUBSIDIARY
                 CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
                         DECEMBER 31, 2000 AND 1999




1)       Organization and Business Policies


         Nature of Operations

                  Roberts Wireless Communications, LLC (The Company) was
         formed May, 1998 as a limited liability company, to engage in the
         business of wireless communications and is currently operating as
         a Sprint PCS affiliate.


         Interim Network Operating Agreement/Asset Purchase

         On January 21, 1999, Sprint PCS assigned the Columbia, MO Basic
Trading Area ("BTA") and the Jefferson City, MO BTA service areas to the
Company through a purchase agreement. This assignment included an agreement
whereby the Company receives 92% of billed revenue generated by subscribers
in these markets. At the time of this assignment, the Company was in the
process of building its master switching center [MSC], thus not capable of
operating the network. The Company and Sprint entered into an Interim
Network Operating Agreement whereby the twenty-three cell sites located in
the Columbia and Jefferson City, MO service areas would remain on the
Sprint PCS St. Louis switch, and, Sprint PCS would continue to maintain
such properties until: a) all leases for cell sites in both service areas
had been transferred from Sprint PCS to the Company and b) The Company paid
Sprint PCS in full for the "Asset Purchase". On September 8, 1999, the
Asset Purchase was consummated although three of the total twenty-three
leases had not been transferred. From January 21, 1999 through April 4,
2000, the Company incurred Interim Network Operating fees of varying
amounts based upon the number of cell site leases not transferred. On May
19, 2000, all cell sites in the Columbia and Jefferson City service areas
were transferred off the Sprint PCS switch and connected to the Company's
switch.

         The purchase price for the operating rights and related equipment
totaled $12.9 million. The fair value of the equipment was $4 million. The
remaining $8.9 million was recorded as an intangible asset and is being
amortized over the remaining life of the Sprint Agreement of 18 years.


         Wholly-owned Subsidiary

         The Company owns 100% of Roberts Wireless Properties, LLC. This
         subsidiary is inactive.

2)       Summary of Significant Accounting Policies

         Use of Estimates

                  Management uses estimates and assumptions in preparing
         financial statements. Those estimates and assumptions affect the
         reported amounts of assets and liabilities, the disclosure of any
         contingent assets and liabilities, and the reported revenues and
         expenses.



                                      F-40
<PAGE>
            ROBERTS WIRELESS COMMUNICATIONS, LLC AND SUBSIDIARY
                 CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
                         DECEMBER 31, 2000 AND 1999



2)       Summary of Significant Accounting Policies (continued)

         Inventory

                  Inventory consists of handsets and related accessories.
         Inventories purchased for resale will be carried at the lower of
         cost (first-in, first-out), or market. Market will be determined
         using replacement cost.


         Property and Equipment

                  Property and equipment are reported at cost less
         accumulated depreciation. Repair and maintenance costs are charged
         to expense as incurred; significant renewals and betterments are
         capitalized.

                  When depreciable assets are retired or otherwise disposed
         of, the related costs and accumulated depreciation are removed
         from the respective accounts, and any gains or losses on
         disposition are recognized in income.

                  Property and equipment are depreciated using the
         straight-line method based on estimated useful lives of the
         assets. Asset lives are as follows:

                  Buildings                             39  years
                  Furniture and Fixtures               5-7  years
                  Communication Equipment             5-15  years
                  Vehicles                               5  years

         Recently Issued Accounting Pronouncements

                  The Company does not believe that any recently issued
         accounting pronouncements will have a material impact on its
         financial position, results of operations or cash flows.

         Revenue Recognition

                  The Company recognizes revenue as services are performed.
         Sprint PCS handles the Company's billings and collections and
         retains 8% of collected service revenues from Sprint PCS
         subscribers based in the Company's territory and from non-Sprint
         PCS subscribers who roam onto the Company's network. The amount
         retained by Sprint PCS is recorded as an operating expense.
         Revenues generated from the sale of handsets and accessories and
         from roaming services provided to Sprint PCS customers who are not
         based in the Company's territory are not subject to the 8%
         retainage.


                                      F-41
<PAGE>
            ROBERTS WIRELESS COMMUNICATIONS, LLC AND SUBSIDIARY
                 CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
                         DECEMBER 31, 2000 AND 1999

2)       Summary of Significant Accounting Policies (continued)

         Advertising costs

                  Advertising costs are expensed as incurred. Advertising
         expenses totaled approximately $3,143,566 during 2000 and $565,751
         during 1999.

         Accrual Basis of Accounting

                  Assets and liabilities and income and expenses are
         recognized on the accrual basis of accounting.


         Concentration of Credit Risk

                  The Company maintains deposits in excess of federally
         insured limits. Statement of Financial Accounting Standards No.
         105 identifies these items as a concentration of credit risk
         requiring disclosure, regardless of the degree of risk. The risk
         is managed by maintaining all deposits in high quality financial
         institutions.

         Accounts Receivable

                  The Company uses the allowance method for recognizing bad
         debts.

         Amortization

                  Loan costs are capitalized and amortized over the term of
         the loan on a straight-line basis over eight years.

         Income Taxes

                  No income tax provision has been included in the
         financial statements, since income or loss of the limited
         liability company is reported by the members on their individual
         tax returns.

3)       Note Payable and Other Current Liability


                  Note Payable - Alamosa     $                    37,000,000
                  Origination Date:                            July 31, 2000
                  Collateral:                            Membership Interest
                  Maturity Date:                           At merger closing
                  Interest Rate:                                        9.5%
                  Balance December 31, 2000  $                    37,000,000
                  Bank Overdraft                                     320,272
                                            --------------------------------
                                             $                    37,320,272
                                            ================================

                  The note payable was paid off February 14, 2001, when the
         merger with Alamosa was completed.

                                      F-42
<PAGE>

            ROBERTS WIRELESS COMMUNICATIONS, LLC AND SUBSIDIARY
                 CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
                         DECEMBER 31, 2000 AND 1999

4)       Long Term Debt

         Note payable - DLJ Origination date: September 8, 1999
         Collateral:
         All assets owned by the company.
         Maturity Date: September 8, 2007                        $56,000,000
                                                                 ===========

                  The Company entered into a credit agreement with Lucent.
         The financing terms permit the Company to borrow $56 million
         through three commitment tranches to finance the costs of
         equipment and services purchased from Lucent. In exchange for
         Lucent base stations purchased by the Company in connection with
         the swap-out of 23 Nortel base stations, Lucent agreed to give the
         Company credits amounting to $2,061,428 to be used for future
         purchases of Lucent products. This loan was paid off on February
         14, 2001, when the merger with Alamosa was completed.

                  The loan shall bear interest at the alternate base rate
         (ABR), plus the applicable margin set forth as follows:

                  The applicable margin for ABR Borrowings is a percentage
         per annum based on the ratio of total debt to annualized earnings
         before interest, taxes, depreciation, and amortization ("EBITDA")
         of the Borrower as of the prior fiscal quarter (calculated on a
         rolling 12-month basis) as follows:


                                               Applicable Margin for
               Leverage                            ABR Borrowings
        ----------------------------        ------------------------------
   >        10 x                                          3.50%
         = or < 10 x but > 6 x                         3.25%
         = or < 6 x but > 4 x                          3.00%
         = or < 4x                                     2.75%

                  The interest rate at December 31, 2000 approximated
         11.5%.

                  Maturities of long-term debt for the years succeeding
         December 31, 2000 were scheduled as follows: This note was paid
         off on February 14, 2001 (Note 7).


                      Year                              Amount
           --------------------------         -----------------------
                      2001                     $                   0
                      2002                                         0
                      2003                                 5,002,288
                      2004                                 5,002,288
                      2005                                 5,002,288
                   Thereafter                             40,993,136
                                              ----------------------
                                               $          56,000,000
                                              ======================


                                      F-43
<PAGE>

            ROBERTS WIRELESS COMMUNICATIONS, LLC AND SUBSIDIARY
                 CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
                         DECEMBER 31, 2000 AND 1999

5)       Related Party Transactions and Lease Commitments

                  Capital has been contributed by related entities of the
         Company. Capital was contributed in the form of expenditures paid
         by related entities.

                  During the year 2000, the Company entered into a loan
         agreement with Roberts Tower Company. At December 31, 2000, the
         amount outstanding was $16,375,106. The loan was fully repaid on
         February 14, 2001. Roberts Tower Company is a corporation owned by
         the members of the Company.

                  Agreements with Affiliates - The Company has entered into
         an agreement with Roberts Tower Company for the rental of
         broadcasting equipment. Amounts paid / accrued under the agreement
         totaled $293,494 and $0 for the years ended December 31, 2000 and
         1999, respectively.

                  The Company also has entered into an agreement with
         Roberts Brothers Properties, LLC for the rental of office
         facilities. Amount paid / accrued under the agreement totaled
         $128,334 and $0 for the years ended December 31, 2000 and 1999,
         respectively. Roberts Brothers Properties, LLC is a limited
         liability company owned by the members of the Company.

                  The Company has various operating leases, primarily
         related to rentals of tower sites and office facilities.

                  At December 31, 2000, the aggregate minimum rental
         commitments under noncancellable operating leases for the periods
         shown are as follows:


            Year                    Amount
            ----            --------------------
            2001            $         1,236,000
            2002                      1,273,080
            2003                      1,311,272
            2004                      1,350,611
            2005                      1,391,129
            Thereafter                5,994,564
                           --------------------
                            $        12,556,656
                           ====================

6)       Commitments and Contingencies

          o    The Company is a defendant in a lawsuit . The plaintiff is
               seeking $300,000. The Company has filed a motion to dismiss the
               suit on the basis that it fails to state any legal claim on which
               relief can be granted by the court as a matter of loss. If the
               motion to dismiss is denied, the Company intends to vigorously
               defend the suit. The ultimate resolution of this matter is not
               ascertainable at this time. No provision has been made in the
               financial statements related to this claim.

                                      F-44
<PAGE>

ROBERT WIRELESS COMMUNICATIONS, LLC AND SUBSIDIARY
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999


7)       Subsequent Events

                  On February 14, 2001, the Company combined its operations
         with Alamosa PCS Holdings, Inc. in a reorganization transaction in
         which the Company and Alamosa PCS Holdings, Inc. each became a
         wholly-owned subsidiary of Alamosa Holding, Inc.

                  The members' of the Company received 13,500,000 shares of
         Alamosa PCS Holdings, Inc. stock and $4,000,000 in cash. As part
         of the reorganization, the Company transferred to the members',
         Roberts Tower Company or other entities controlled by them,
         certain assets amounting to $ 7,095,293 that include real estate,
         towers, Nortel base stations and retail store sites that were
         funded directly or indirectly with capital contributions to the
         Company by the members'.

                  On February 14, 2001, Alamosa, as borrower; entered into
         a $280.0 million secured credit facility with Citicorp USA, as
         administrative agent and collateral agent Toronto Dominion
         (Texas), Inc., as syndication agent; EDC as co-documentation
         agent; First National Bank, as documentation agent; and a
         syndicate of banking and financial institutions.

                  The following is a summary of the principal terms of the
         new credit facility.

                  The new credit facility consists of:

                  o    a 7-year senior secured 12-month delayed draw term loan
                       facility in an aggregate principal amount of up to $255.0
                       million; and

                  o    7-year senior secured revolving credit facility in a
                       aggregate principal amount of up to $40.0 million, part
                       of which will be available in the form of letters of
                       credit.

                  Under the new credit facility, interest will accrue, at
         Alamosa's option: (i) at the London Interbank Offered Rate
         adjusted for any statutory reserves ("LIBOR")., or (ii) the base
         rate which is generally the higher of the administrative agent's
         base rate, the federal funds effective rate plus 0.50% or the
         administrative agents's base CD rate plus 0.50%, in each case plus
         an interest margin which is initially 4.00% for LIBOR borrowings
         and 3.00% for base rate borrowings. The applicable interest
         margins are subject to reductions under a pricing grid based on
         ratios of Alamosa's total debt to its earnings before interest,
         taxes, depreciation and amortization ("EBITDA"). The interest rate
         margins will increase be any additional 200 basis points in the
         event Alamosa fails to pay principal, interest or other amounts as
         they become due and payable under the new credit facility. This
         secured credit facility with Citicorp USA was used to pay off DLJ
         (Note 4).

8)       Reclassifications

                  Certain items in the December 31, 1999 report have been
         reclassified to conform to current year classifications. Such
         reclassifications had no effect on previously reported net income.



                                      F-45
<PAGE>




                        INDEPENDENT AUDITOR'S REPORT



Board of Managers
Washington Oregon Wireless, LLC
Lake Oswego, Oregon


We have audited the accompanying balance sheets of Washington Oregon
Wireless, LLC (a limited liability company) as of December 31, 2000 and
1999, and the related statements of income, members' equity, and cash flows
for the years then ended. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly
in all material respects, the financial position of Washington Oregon
Wireless, LLC as of December 31, 2000 and 1999, and the results of its
operations, members' equity, and cash flows for years then ended in
conformity with generally accepted accounting principles.



February 28, 2001
Salem, Oregon



                                      F-46
<PAGE>



<TABLE>
<CAPTION>

                                                          Balance Sheets
                                                    December 31, 2000 and 1999



                                                                           2000                   1999
                                                                    -----------------       ---------------
<S>                                                                   <C>                             <C>
Assets
------

Current assets:
   Cash and cash equivalents                                        $       8,441,896               596,445
   Accounts receivable less allowance for doubtful
      accounts of zero                                                        552,018                     -
   Inventory                                                                  510,089                     -
   Prepaid expenses and other current assets                                  273,632                     -
                                                                    -----------------       ---------------

      Total current assets                                                  9,777,635               596,445

Property, plant, and equipment, net (Note 5)                               36,686,735            10,413,155
Deferred financing costs (Note 10)                                          1,479,324                     -
Other assets                                                                  149,232                     -
                                                                    -----------------       ---------------

                                                                    $      48,092,926            11,009,600
                                                                    =================       ===============
Liabilities and Members' Equity
-------------------------------

Current liabilities - accounts payable
   and accrued expenses                                             $       7,825,710             8,206,097
                                                                    -----------------       ---------------

Long-term liabilities:
   Note payable CoBank (Note 9)                                            30,960,318                     -
   Note payable Alamosa (Note 2)                                            9,865,233                     -
                                                                    -----------------       ---------------

      Total long-term liabilities                                          40,825,551                     -
                                                                    -----------------       ---------------

Members' equity (deficit) (Note 1):
   Capital contributed                                                     15,573,311             3,829,120
   Accumulated deficit                                                    (15,381,646)           (1,025,617)
   Capital acquisition costs                                                 (750,000)                    -
                                                                    -----------------       ---------------

      Total members' equity (deficit)                                        (558,335)            2,803,503
                                                                    -----------------       ---------------

                                                                    $      48,092,926            11,009,600
                                                                    =================       ===============


    The accompanying notes are an integral part of the financial statements.

</TABLE>


                                      F-47
<PAGE>




<TABLE>
<CAPTION>

                                                       Statements of Income
                                              Years Ended December 31, 2000 and 1999


                                                                           2000                   1999
                                                                    -----------------       ---------------
<S>                                                                   <C>                             <C>
Revenues:
   Subscriber revenue                                               $         806,850                   -
   Travel and roaming revenues                                              1,016,635                   -
                                                                    -----------------       ---------------

      Total service revenues                                                1,823,485                   -

   Product sales                                                              682,576                   -
                                                                    -----------------       ---------------

      Total revenues                                                        2,506,061                   -
                                                                    -----------------       ---------------

Costs and expenses:
   Cost of services and operations                                          4,373,599                   -
   Cost of products sold                                                    1,750,059                   -
   Selling and marketing expenses                                           4,106,230                   -
   General and administrative expenses                                      4,377,348             986,210
   Depreciation and amortization                                            1,432,661                 923
                                                                    -----------------      ---------------

      Total costs and expenses                                             16,039,897             987,133
                                                                    -----------------      ---------------

      Loss from operations                                                (13,533,836)            (987,133)
                                                                    -----------------      ---------------

Other income (expense):
   Interest and other income                                                  155,966               6,992
   Interest expense                                                          (978,159)                   -
                                                                    -----------------      ---------------

      Total other income (expense)                                           (822,193)              6,992
                                                                    -----------------      ---------------

      Net Loss                                                      $     (14,356,029)           (980,141)
                                                                    =================      ===============



    The accompanying notes are an integral part of the financial statements.


</TABLE>


                                      F-48
<PAGE>



<TABLE>
<CAPTION>

                       Statements of Members' Equity
                   Years Ended December 31, 2000 and 1999



                                                                                         Capital                Total
                                             Capital             Accumulated           Acquisition            Members'
                                           Contributed             Deficit                Cost            Equity (Deficit)
                                       -----------------     ------------------     ---------------     -------------------

<S>                                     <C>                    <C>                  <C>                  <C>


Members' equity (deficit),
   December 31, 1998                   $         33,000                (45,476)                  -               (12,476)

   Capital contributions                      3,796,120                      -                   -             3,796,120

   Net loss                                           -               (980,141)                  -              (980,141)
                                      -----------------     ------------------     ---------------     -------------------

Members' equity (deficit),
   December 31, 1999                          3,829,120             (1,025,617)                  -             2,803,503

   Capital contributions                     11,744,191                      -                   -            11,744,191

   Net loss                                           -            (14,356,029)                  -           (14,356,029)

   Capital acquisition costs                          -                      -            (750,000)             (750,000)
                                      -----------------     ------------------     ---------------     -------------------

Members' equity (deficit),            $      15,573,311            (15,381,646)           (750,000)             (558,335)
   December 31, 2000
                                      =================     ==================     ===============     ===================



    The accompanying notes are an integral part of the financial statements.


</TABLE>


                                      F-49
<PAGE>


<TABLE>
<CAPTION>

                                                     Statements of Cash Flows
                                              Years Ended December 31, 2000 and 1999



                                                                                 2000                 1999
                                                                           -----------------     ---------------
<S>                                                                              <C>                  <C>
Cash flows from operating activities:
   Net loss                                                                $    (14,356,029)           (980,141)
   Contributed services                                                             200,000             100,000
   Depreciation and amortization                                                  1,432,661                 923
   Adjustments to reconcile net loss to net cash
     used by operating activities:
        Changes in assets and liabilities:
          Accounts receivable                                                      (552,018)                  -
          Inventory                                                                (510,089)                  -
          Prepaid expenses and other current assets                                (273,632)                  -
          Accounts payable and accrued expenses                                   5,377,452              25,060
                                                                          -----------------     ---------------

            Net cash used by operating activities                                (8,681,655)           (854,158)
                                                                          -----------------     ---------------

Cash flows from investing activities:
   Capital expenditures                                                         (33,326,508)         (2,249,596)
   Purchase of other assets                                                        (149,232)                  -
                                                                          -----------------     ---------------

            Net cash used by investing activities                               (33,475,740)         (2,249,596)
                                                                          -----------------     ---------------

Cash flows from financing activities:
   Member capital contributions                                                  11,544,191           3,696,120
   Proceeds from note payable - Alamosa                                           9,865,233                   -
   Proceeds from note payable - CoBank                                           30,960,318                   -
   Loan financing costs                                                          (1,616,896)                  -
   Capital acquisition costs                                                       (750,000)                  -
                                                                          -----------------     ---------------

            Net cash provided by financing activities                            50,002,846           3,696,120
                                                                          -----------------     ---------------

            Net increase in cash and cash equivalents                             7,845,451             592,366

Cash and cash equivalents, beginning                                                596,445               4,079
                                                                          -----------------     ---------------

Cash and cash equivalents, ending                                         $       8,441,896             596,445
                                                                          =================     ===============



    The accompanying notes are an integral part of the financial statements.

</TABLE>



                                      F-50
<PAGE>


<TABLE>
<CAPTION>


                                                Statements of Cash Flows, continued
                                              Years Ended December 31, 2000 and 1999




                                                                                 2000                   1999
                                                                        -----------------       ---------------
<S>                                                                           <C>                    <C>
Cash paid during the year for interest                                  $       1,011,142                     -
                                                                        =================       ===============



Non-cash investing activities:
   Additions to communications network
      and construction in progress                                      $      24,807,257            10,399,330
   Equipment additions                                                          1,172,999                14,748
   Leasehold improvements                                                       1,588,413                     -
   Equipment purchases included in
      accounts payable:
        Beginning                                                               8,164,482                     -
        Ending                                                                 (2,406,643)           (8,164,482)
                                                                        -----------------       ---------------

            Net cash additions to fixed assets                          $      33,326,508             2,249,596



    The accompanying notes are an integral part of the financial statements.

</TABLE>



                                      F-51
<PAGE>



                       Notes to Financial Statements
                         December 31, 2000 and 1999



1)       Summary of Significant Accounting Principles

         BUSINESS ACTIVITY

         Washington Oregon Wireless, LLC (the Company) (WOW) operates as an
         Oregon Limited Liability Company comprised of 27 members as of
         December 31, 2000. As an LLC, the members of the Company have
         limited personal liability for the obligations and debts of the
         entity. The Company was formed in 1998 for the purpose of building
         out and operating personal communications services (PCS) networks
         in Washington and Oregon, to provide other wireless telephone
         services, and construct other infrastructure, towers, and networks
         as the members may approve.

         AFFILIATION AGREEMENT

         In February 1999, the Company entered into an "Affiliation
         Agreement" with Sprint PCS (Sprint). As a Sprint PCS affiliate,
         WOW has the exclusive right to provide digital PCS services under
         the Sprint and Sprint PCS brand name in its service areas in rural
         portions of Oregon and Washington for a period of up to 50 years.
         Under the Agreement, WOW is responsible for designing, building,
         owning, and managing a communications network in its service area
         to the standards established by Sprint, which will operate as a
         single-integrated system with other Sprint PCS service areas. As
         part of the Sprint PCS Agreement, WOW has contracted with Sprint
         PCS to provide back office services such as customer activation,
         handset logistics, billing, customer service, and network
         monitoring.

         MEMBERSHIP

         All members are required to own a membership interest in the
         Company. Each member of the Company has subscribed to a minimum of
         $100,000 cash (or contributed services, see Note 4) to be admitted
         in the LLC. Only one class of members exists and the entity's life
         shall exist indefinitely until dissolved as provided by the
         operating agreement. New members may be admitted with the approval
         of members comprising 67% of the ownership rights.

         Each member of the Company entered into the Amended and Restated
         Operating Agreement of Washington Oregon Wireless, LLC that
         covered the amount and timing of its contributions to the LLC.
         Actual capital calls were made at the discretion of the Board of
         Managers of the Company. The original subscription agreements have
         been superseded by the Amended and Restated Operating Agreement.
         Member capital calls were suspended after the first quarter 2000
         due to the proposed merger (see Note 2). As a result of the merger
         closing in 2001, there are no capital subscriptions receivable at
         December 31, 2000.

         CASH AND CASH EQUIVALENTS

         The Company considers all highly liquid investments purchased with
         a maturity of three months or less to be cash equivalents. The
         Company maintains its cash in bank deposit accounts that, at
         times, may exceed federally insured limits. The Company has not
         experienced any losses in such accounts and believes it is not
         exposed to any significant credit risk on cash and cash
         equivalents.

                                      F-52
<PAGE>

         INVENTORY

         Inventory consists of handsets and phone accessories at retail
         store locations. Inventory is stated at the lower of cost,
         determined using the first-in, first-out method, or market. Market
         is determined using replacement cost in accordance with industry
         standards.

         FIXED ASSETS

         Fixed assets include communication network, office equipment,
         leasehold improvements, and construction in progress. Office
         equipment and leasehold improvements are recorded at cost and
         depreciated on a straight-line basis over the estimated life of
         the assets (10 years for the communication network and 5 years for
         other equipment), or the term of the lease as appropriate. The
         communication network and construction in progress consists of the
         costs of acquiring wireless communication sites for the placement
         of base stations, purchases of the related equipment, and
         construction of a mobile switching center in Beavercreek, Oregon.

         INCOME TAXES

         The Company is not a taxpaying entity for federal income tax
         purposes, and thus, no income tax expense has been recorded in the
         statements. Income (loss) of the Company is included in the
         members' tax returns.

         ESTIMATES

         The preparation of financial statements in conformity with
         generally accepted accounting principles requires management to
         make estimates and assumptions that affect the reported amounts of
         assets and liabilities, disclosure of contingent assets and
         liabilities at the date of the financial statements, and the
         reported amounts of revenues and expenses during the reporting
         period. Actual results could differ from those estimates.

         ACCOUNTING FOR START-UP COSTS

         The Company accounts for start-up related costs in accordance with
         AICPA Statement of Position 98-5, Reporting on the Costs of
         Start-Up Activities. The Company expensed start-up costs as
         incurred unless the costs qualify for capitalization under other
         generally accepted accounting principles.

         ACCOUNTING FOR APPRECIATION RIGHTS

         The Company accounts for its Value Appreciation Rights Plan (see
         Note 7) in accordance with Statement of Financial Accounting
         Standards No. 123, Accounting for Stock Based Compensation.
         Statement No. 123 established fair value as the measurement basis
         for accounting for employee stock option plans and similar equity
         instruments.

                                      F-53
<PAGE>

         INTEREST CAPITALIZATION

         The Company follows the policy of capitalizing interest as a
         component of the cost of property, plant, and equipment
         constructed for its own use. For the year ended December 31, 2000,
         total interest incurred was $1,567,398 (including $87,044 of
         amortization of deferred financing costs), of which $589,239 has
         been capitalized and $978,159 expensed. The Company incurred no
         interest for the year ended December 31, 1999.

         ADVERTISING

         Advertising costs, which are expensed to operations when incurred,
         amounted to $884,428 in 2000 (none in 1999).

2)       Reorganization

         On July 31, 2000, the Company entered into a definitive agreement
         to merge with Sprint PCS affiliate Alamosa PCS Holdings, Inc.
         (Alamosa). Pursuant to the Reorganization Agreement, the members
         of the Company will receive 6,050,000 shares of Alamosa stock and
         $12.5 million in cash in exchange for 100% of the ownership of the
         Company. The merger was completed on February 14, 2001.

         Upon closing of the merger,  all units  granted under the VAR Plan
         (see Note 7) became fully vested,  and the units were valued as of
         such closing. The valuation is based on the Company's total equity
         value  as  reflected  in the  merger  (including  stock  and  cash
         received by the members of the Company),  without deduction of the
         cost of such  merger and without  reducing  the value of stock the
         members of the Company  receive,  by a discount for any  "lock-up"
         period  applicable to such stock.  All amounts owed under the plan
         were  either paid  directly  by the  members  out of the  proceeds
         received  under the merger or  assumed  by  Alamosa  as  described
         below. The Company incurred no liability related to the plan.

         As described in the Agreement and Plan of Reorganization, on the
         closing date Alamosa, or an affiliate of Alamosa, assumed the
         obligations owed under the VAR Plan to the Company's employees
         whom Alamosa or its affiliates elected to employ and assumed the
         obligations owed to the CEO of the Company under the VAR Plan.

         In addition, on July 31, 2000, the Company entered into a services
         agreement with Alamosa Operations, Inc. (Operations), a subsidiary
         of Alamosa, effective September 30, 2000, whereby Operations began
         to manage the operations of the Company pending the outcome of the
         merger. Operations provides various services in connection with
         the operation of the Company's business, including: (a) all
         network management services, (b) management of all sales and
         marketing services, (c) through the management agreements with
         Sprint PCS, customer care, billing, and other services, and (d)
         certain general and administrative, executive, financial and
         accounting, human resources, legal, and other professional, and
         forecasting services. Under the terms of the agreement, the
         Company pays Operations a management fee of $100,000 per month for
         the services provided by Operations and reimburses Operations for
         certain costs and expenses incurred by or paid by Operations in
         providing these services.

                                      F-54
<PAGE>

         Also on July 31, 2000, the Company and Operations entered into a
         loan agreement whereby Operations will lend up to $11 million to
         the Company to be used only for the purposes of: (a) satisfying
         certain capital contribution requirements under the Company's
         operating agreement, and (b) funding the Company's working capital
         needs from July 31, 2000 through completion of the merger. As of
         December 31, 2000, $9,865,233 has been funded under the loan
         agreement.

         The loan bears interest at the prime rate and, prior to the merger
         closing, was due 30 days after the termination of the
         Reorganization Agreement or upon demand. The loan was guaranteed
         by certain members of the Company.

         Upon the merger closing, the amounts due to Operations by the
         Company under the Loan Agreement remained a debt obligation of the
         Company, subject to a subordination agreement in favor of the
         senior lender to Alamosa.

         In addition, upon the merger closing, Alamosa received funds under
         a $280 million credit facility from Citibank, a portion of which
         were used to pay off any amounts outstanding on the Company's
         Senior Secured Credit Facility with CoBank (see Note 9).

3)       Development Stage Operations

         Since its formation in July 1998, the operations of the Company
         have been devoted to raising capital, design and development
         related to construction of facilities, acquisition of wireless
         communication sites, construction of base stations, and
         administrative functions. Beginning in the second quarter of 2000,
         certain tower sites became operational, and the Company began
         earning revenue on roaming traffic through its network. In
         September and throughout the fourth quarter of 2000, additional
         tower sites became operational, began operation of six retail
         stores, and the Company is no longer considered in the development
         stage.

4)       Related Party Transactions


         A member of the Company, Western Independent Network, Inc. (WIN),
         rents switching facilities and provides certain management and
         administrative services to WOW. Payments to WIN for these services
         totaled $158,649 and $205,675 for the years ended December 31,
         2000 and 1999, respectively. WIN also received $200,000 in
         contributed capital in 2000 ($100,000 in 1999) for management
         services for a total membership interest of $300,000.

         Another member of the Company, Duncan, Tiger, and Tabor, provided
         legal services to the Company. Payments for these services totaled
         $94,248 and $80,657 for years ended December 31, 2000 and 1999,
         respectively.

         In addition, organizations affiliated with JMW Wireless
         Acquisition Company, LLC, a member of the Company, have provided
         various professional services including assistance in obtaining
         debt and equity financing for the Company. Payments for these
         services were approximately $898,268 (including $750,000 of
         capital acquisition costs) and $84,624 for the years ended
         December 31, 2000 and 1999, respectively.

                                      F-55
<PAGE>

5)       Property, Plant, and Equipment

         Property, plant, and equipment consists of the following:

<TABLE>
<CAPTION>

                                                              2000                   1999
                                                       ------------------       ---------------
<S>                                                           <C>                    <C>
         Network equipment                             $       32,875,762                     -
         Office equipment                                       1,187,747                14,748
         Leasehold improvements                                 1,588,413                     -
         Construction in progress                               2,330,825            10,399,330
                                                       ------------------       ---------------
                                                               37,982,747            10,414,078
         Accumulated depreciation                               1,296,012                   923
                                                       ------------------       ---------------
                                                       $       36,686,735            10,413,155
                                                       ==================       ===============
</TABLE>

6)       Commitments

         The Company designed and engineered the wireless network it will
         build and has developed an estimate of the cost to construct. The
         Company has entered into various agreements related to building
         out the network. These agreements cover the purchase of switching
         and other equipment, construction of base stations, and the
         construction of a mobile switching center.

         Based on the system design, the estimated costs that WOW will
         incur to build the network, including the commitments already
         made, are as follows:

            2001                            $       8,590,000
            2002                                    2,110,000
            2003                                    1,230,000
            2004                                    1,950,000
            2005                                    1,230,000
                                            -----------------
                                            $      15,110,000

         In addition, the Company has entered into lease agreements for the
         use of towers. The lease agreements differ in amount based on
         whether the tower is a build-to-suit or a co-locate. The leases
         commence when a tower is ready for use and began in 2000. The
         Company currently has signed lease agreements on 114 sites (90 of
         which had commenced at December 31, 2000) with annual lease
         payments totaling $2,790,000. An additional 38 sites are expected
         to commence in 2001 for a total of 152 sites.

         The minimum lease payments on all sites are estimated to be as
         follows:

            2001                           $       3,015,000
            2002                                   3,550,000
            2003                                   3,550,000
            2004                                   3,600,000
            2005                                   3,650,000
                                           -----------------

                                           $      17,365,000

         The Company has leases for building, office and retail space,
         vehicles, and office equipment under operating leases expiring
         through 2005. Future minimum payments under these leases are:

            2001                           $        433,400
            2002                                    433,400
            2003                                    317,400
            2004                                    226,700
            2005                                     88,000
                                           -----------------

                                           $      1,498,900

         The Company has entered into an agreement to sublease office space
         in 2001. Total future minimum lease payments above have not been
         reduced by the $571,839 of sublease rental to be received in the
         future under the non-cancellable sublease.

                                      F-56
<PAGE>

7)       Value Appreciation Rights Plan

         The Company established a "Value Appreciation Rights" plan for the
         benefit of selected management executives effective September 1,
         1999. The plan shall remain in effect until it is otherwise
         terminated by the Board. A "Value Appreciation Right" (VAR) is the
         grant by WOW, to an executive, of "Units" whose value is tied to
         the value of the Company, together with the right to be paid an
         amount at some time in the future equal to the value of the Units
         plus or minus the difference between the value of the Units on the
         Grant Date and the value on the date the VAR is exercised. VARs
         are granted to executives at the discretion of the Board. The
         actual benefit available at the time benefits become payable will
         depend on the future financial performance of the Company. The
         Plan requires a third party valuation firm to annually determine
         the market value of the Company based on its financial statements.

         As of December 31, 2000, the Board has granted 337,012 units in
         accordance with this Plan. As discussed in Note 2, the units
         became fully vested upon the merger with Alamosa closing on
         February 14, 2001 and all obligations under the Plan were paid or
         assumed outside the Company. As a result, these financial
         statements do not include any costs or liability related to the
         Plan. The Plan terminated subsequent to December 31, 2000, as part
         of the merger.

8)       Retirement Savings Plan

         Effective May 1, 2000, the Company began sponsoring a defined
         contribution employee retirement savings plan. Employees, age 21
         and over, who have been employed at least one month are eligible
         to participate in the plan on the first day of the next calendar
         quarter. Employees may contribute from 1% to 15% of their eligible
         compensation on a pre-tax basis up to a maximum of $10,500 per
         calendar year. Employer contributions are at the discretion of the
         Company and are currently 50% of employees' contributions up to
         the first 6% of an employee's eligible compensation deferred under
         the Plan. Employees must provide 1,000 hours of service in the
         plan year to be eligible for employer matching contributions.
         Contributions to the Plan in 2000 amounted to $26,437. The Plan
         also allows for potential profit sharing contributions at the
         discretion of the Company.

9)       Senior Secured Credit Facility

         In April 2000, the Company obtained long-term financing from
         CoBank in the amount of $45,000,000. Interest rates are determined
         at the time of each advance based on the Company's election
         between either a base rate (the higher of the prime rate or the
         sum of the Federal Funds Rate plus .50%) or LIBOR, plus an
         applicable margin based on the leverage ratio as defined in the
         agreement.

         As of December 31, 2000, the Company has borrowed $30,960,318 on
         this credit facility, with interest rates ranging from 9.14% to
         10.05%. The loan is secured by a first superior continuing
         security interest in all assets of the Company.

         As discussed in Note 2, the CoBank credit facility was paid in
         full by Alamosa upon the merger closing in 2001. The amount
         included in the financial statements related to CoBank is
         classified as a long-term liability as it is not the intent of
         Alamosa to require repayment of this obligation during 2001.

                                      F-57
<PAGE>

10)      Deferred Financing Costs

         Deferred financing costs consist of loan fees paid to CoBank and
         legal fees and other expenses incurred to obtain debt financing.
         The costs are being amortized over the life of the loan.
         Amortization for the year ended December 31, 2000 amounted to
         $137,572 (none in 1999).



                                      F-58
<PAGE>



                     Report of Independent Accountants


To the Board of Directors and Stockholders of
  Alamosa Holdings, Inc.:


In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of operations, mandatorily redeemable member's
deficit and members' deficit and cash flows present fairly, in all material
respects, the financial position of SWPCS Holdings, L.L.C. (the "Company")
at December 31, 2000, and the results of its operations and its cash flows
for the year then ended in conformity with accounting principles generally
accepted in the United States of America. These financial statements are
the responsibility of the Company's management; our responsibility is to
express an opinion on these financial statements based on our audit. We
conducted our audit of these statements in accordance with auditing
standards generally accepted in the United States of America, which require
that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.





April 27, 2001



                                      F-59
<PAGE>




<TABLE>
<CAPTION>

SWPCS HOLDINGS, L.L.C.

CONSOLIDATED BALANCE SHEET

                                                                                                  December 31,
                                                                                                      2000
                                                                                            ----------------------
<S>                                                                                          <C>
ASSETS

Current assets:
   Cash and cash equivalents                                                                 $              837,285
   Accounts receivable, net of allowance for doubtful accounts of $561,046                                5,357,377
   Inventory                                                                                                703,548
   Prepaid expenses                                                                                          50,518
   Other assets                                                                                              44,474
                                                                                             ----------------------
         Total current assets                                                                             6,993,202

   Property and equipment, net                                                                           64,773,196
   Financing costs, net                                                                                   4,735,649
   Other assets                                                                                             176,335
                                                                                             ----------------------
       Total assets                                                                           $          76,678,382
                                                                                              =====================


LIABILITIES, MANDATORILY REDEEMABLE MEMBER' S DEFICIT AND MEMBERS' DEFICIT

Current liabilities:
   Accounts payable - trade                                                                  $           15,261,229
   Accrued equipment purchases                                                                            1,059,577
   Accounts payable - related parties                                                                       769,135
   Deferred revenue                                                                                         884,145
   Accrued interest payable                                                                               1,377,592
   Accrued liabilities - other                                                                              314,281
                                                                                             ----------------------
       Total current liabilities                                                                         19,665,959

   Long-term debt, net of discount                                                                       71,556,437
   Warrant and option liabilities                                                                        18,025,470

   Mandatorily redeemable member's deficit                                                              (9,008,409)

   Members' deficit                                                                                    (23,561,075)
                                                                                             ----------------------

       Total liabilities, mandatorily redeemable member's deficit and members' deficit       $           76,678,382
                                                                                             ======================



   The accompanying notes are an integral part of these financial statements.
</TABLE>



                                      F-60
<PAGE>


<TABLE>
<CAPTION>

SWPCS HOLDINGS, L.L.C.


CONSOLIDATED STATEMENT OF OPERATIONS

                                                            Year ended
                                                           December 31,
                                                               2000
                                                      ----------------------
<S>                                                       <C>
Revenues:
   Subscriber revenue                                 $          15,476,568
   Roaming revenue                                               11,652,876
   Product sales                                                  2,731,731
                                                      ----------------------

       Total revenues                                            29,861,175
                                                      ----------------------

Cost and expenses:
   Network operations                                            10,297,643
   Cost of product sold                                           8,819,132
   Selling and marketing                                         17,084,857
   General and administrative                                     4,379,329
   Customer service                                               2,127,857
   Depreciation and amortization                                  7,500,760
                                                      ----------------------

       Total cost and expenses                                   50,209,578
                                                      ----------------------
   Loss from operations                                        (20,348,403)
                                                      ----------------------

Operating income (expense):
   Interest expense                                             (7,059,737)
   Interest income                                                   98,339
                                                      ----------------------

Net loss                                                        (27,309,801)
                                                      ----------------------

   The accompanying notes are an integral part of these financial statements.

</TABLE>


                                      F-61
<PAGE>


<TABLE>
<CAPTION>

SWPCS HOLDINGS, L.L.C.


CONSOLIDATED STATEMENT OF MANDATORILY REDEEMABLE
MEMBER'S DEFICIT AND MEMBERS' DEFICIT



                                  Mandatorily
                                   Redeemable
                                    Member's
                                     Equity
                                   (Deficit)                                  Members' Deficit
                                 --------------  --------------------------------------------------------------------------

                                                                      Central              Pioneer               Total
                                      Mass          Southwest        Cellular,       Telecommunications,       Members'
                                     Mutual        PCS, L.L.C.         Inc.                 Inc.                Deficit
                                 --------------  ---------------  ---------------  -----------------------  ---------------
<S>                                <C>              <C>              <C>             <C>                     <C>

Balance at December 31, 1999     $    1,915,511  $   (7,403,279)  $   (1,014,988)  $       (1,014,988)      $   (9,433,255)

Members' contribution                                  2,258,061                                            $     2,258,061

Net loss                           (10,923,920)     (11,470,117)      (2,457,882)          (2,457,882)         (16,385,881)
                                 --------------  ---------------  ---------------  -------------------     ---------------

Balance at December 31, 2000     $  (9,008,409)  $  (16,615,335)  $   (3,472,870)  $       (3,472,870)      $  (23,561,075)
                                 --------------  ---------------  ---------------  -------------------      ---------------


   The accompanying notes are an integral part of these financial statements.
</TABLE>


                                      F-62
<PAGE>


<TABLE>
<CAPTION>

SWPCS HOLDINGS, L.L.C.
CONSOLIDATED STATEMENT OF CASH FLOWS


                                                                                                      Year Ended
                                                                                                     December 31,
                                                                                                         2000
                                                                                              -------------------------
<S>                                                                                            <C>
 Cash flows from operating activities:
   Net loss                                                                                   $            (27,309,801)
   Adjustments to reconcile net loss to cash flows used in operations activities:
       Depreciation and amortization                                                                         7,500,760
       Change in fair value of warrant and option liabilities                                                1,015,470
       Amortization of discount on long term debt                                                              134,399
   Changes in operation assets and liabilities:
       Accounts receivable - trade                                                                          (4,306,005)
       Inventory                                                                                               682,548
       Prepaid expenses                                                                                        124,091
       Other assets                                                                                           (116,912)
       Accounts payable - trade                                                                             12,420,832
       Accounts payable - related parties                                                                      535,472
       Deferred revenue                                                                                        758,040
       Accrued interest payable                                                                                879,200
       Accrued liabilities - other                                                                             123,871
                                                                                              -------------------------
       Net cash used in operating activities                                                                (7,558,035)

 Cash flows from investing activities:
   Purchase of property and equipment                                                                      (26,671,888)
                                                                                              -------------------------
         Net cash used in investing activities                                                             (26,671,888)
                                                                                              -------------------------
Cash flows from financing activities:
   Net proceeds from revolving credit facility                                                               8,000,000
   Proceeds from long-term debt                                                                             17,000,000
   Payments of financing costs                                                                              (1,111,145)
   Contributions of members' equity                                                                          2,258,061
                                                                                              -------------------------
         Net cash provided by financing activities                                                          26,146,916
                                                                                              -------------------------
   Decrease in cash and cash equivalents                                                                    (8,083,007)
   Cash and cash equivalents at beginning of period                                                          8,920,292
                                                                                              -------------------------
   Cash and cash equivalents at end of period                                                 $                837,285
                                                                                              -------------------------
Supplemental schedule of noncash investing and financing activities:
   Accrued equipment purchases                                                                $              1,059,577
                                                                                              -------------------------
Supplemental cash flow information:
   Cash paid during the period for interest                                                    $              6,186,136
                                                                                              -------------------------

</TABLE>



                                      F-63
<PAGE>
SWPCS HOLDINGS, L.L.C.
CONSOLIDATED NOTES TO FINANCIAL STATEMENT

1.       ORGANIZATION AND BUSINESS OPERATIONS

         On June 4, 1998 Southwest PCS, L.L.C., Central Cellular, Inc.
         ("Central") and Pioneer Telecommunications, Inc. ("Pioneer")
         (collectively, the "Initial Members") formed Southwest PCS, LP,
         (the "Partnership"). In July 1998, the Partnership entered into a
         Management Agreement with Sprint Spectrum, L.P. and Sprint COM,
         Inc. (collectively "Sprint") (the "Sprint Agreement"). Under the
         Sprint Agreement, the Partnership will design, construct, and
         manage wireless personal communication services, commonly referred
         to as PCS, in parts of Oklahoma, Kansas, Arkansas and Texas. The
         Partnership is required to build out its wireless network
         according to Sprint specifications. Under the Sprint Agreement,
         the Partnership uses Sprint's licensed spectrum, the Sprint PCS
         brand name and Sprint's national advertising. In return, the
         Partnership pays Sprint 8% of subscriber revenues. In addition,
         Sprint provides, for a fee, back office support, billing and
         collection, customer activation, and customer service. The Sprint
         Agreement has an initial 20-year term and has three 10 year
         renewal options. Upon termination of the Sprint Agreement, the
         Partnership will either sell its operations to Sprint or purchase
         up to 10 megahertz of spectrum from Sprint. The Sprint Agreement
         includes indemnification clauses between the Partnership and
         Sprint PCS to indemnify each other against claims arising from
         violations of laws or the affiliation agreements, other than
         liabilities resulting from negligence or willful negligence or
         willful misconduct of the party seeking to be indemnified.

         On April 30, 1999 the Initial Members of the Partnership changed
         the Partnership structure and formed SWPCS Holdings, L.L.C. (the
         "Company") an Oklahoma limited liability company, SWGP, L.L.C.
         ("SWGP") and SWLP, L.L.C. ("SWLP"). Further on April 30, 1999,
         Southwest PCS, L.L.C. contributed 100% of its 70% general partner
         interest in the Partnership to SWGP in return for a 100% ownership
         interest in SWGP. Also on April 30, 1999, Central and Pioneer each
         contributed 100% of their respective 15% limited partnership
         interests in the Partnership to SWLP in exchange for 50% interests
         in SWLP. Subsequent to these contribution transactions, SWGP
         became the general partner of the Partnership and SWLP became the
         limited partner of the Partnership owning 70% and 30% of the
         Partnership, respectively.

         After the contribution of its general partner interest in the
         Partnership to SWGP, Southwest PCS, L.L.C. contributed its 100%
         ownership interest in SWGP to the Company and Central and Pioneer
         contributed their respective 50%, ownership interest in SWLP to
         the Company.

         Simultaneously, Mass Mutual Life Insurance Company and Mass Mutual
         High Yield Partners II L.L.C. (collectively "Mass Mutual")
         contributed $8,000,000 and $4,000,000, respectively to the
         Company. Based on these contribution transactions, the ownership
         interests in the Company at April 30, 1999 and December 31, 2000
         is as follows:


         Southwest PCS, L.L.C., managing member interest                42.00%
         Mass Mutual Life Insurance Company                             26.67%
         Mass Mutual High Yield Partners II L.L.C.                      13.33%
         Central                                                         9.00%
         Pioneer                                                         9.00%

         The Regulations of the Company, as amended, (the "Regulations")
         provide for the governance and administration of the Company's
         business, allocation of profits and losses, tax allocations,
         transactions with members, disposition of ownership interest and
         other matters. The Regulations establish two classes of membership
         interests. The above mentioned members' ownership interests are
         evidenced by Class A Shares. Class A shareholders are entitled to
         vote on all matters to be voted on by the members. The Company's
         Regulations also allow for Class B shareholders. Class B
         shareholders are allowed limited voting rights, including the
         right to vote on amendments to the Regulations which adversely
         affect the rights of the holders of Class B Shares to vote to
         dissolve the Company, and to vote on mergers, consolidations and
         recapitalizations pursuant to which members holding Class B Shares
         would get securities different from those being received by
         holders of Class A Shares. As of December 31, 2000, there were no
         Class B shareholders.


                                      F-64
<PAGE>

SWPCS HOLDINGS, L.L.C.
CONSOLIDATED NOTES TO FINANCIAL STATEMENT

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Principles of Consolidation

         The accompanying consolidated financial statements include the
         accounts of the Company and its wholly owned subsidiaries, SWGP,
         SWLP, and Southwest PCS, LP. All significant intercompany
         transactions have been eliminated.

         Cash and Cash Equivalents

         The company considers all investments with a maturity of three
         months or less when purchased to be cash equivalents.

         Concentration of credit risk

         Financial instruments that potentially subject the Company to a
         concentration of credit risk principally consist of cash and cash
         equivalents and trade accounts receivable. At times, the Company
         may have cash balances in financial institutions in excess of
         federally insured limits. The Company does not believe the cash
         balances are exposed to any significant risk. The Company sells
         its products and services to businesses and individuals in one
         geographical service area. Credit terms are short-term in nature
         and generally uncollateralized although the Company may take
         deposits from some customers.

         Inventory

         Inventory consists of handsets and related accessories.
         Inventories purchased for resale are carried at the lower of cost
         or market using the first-in first-out method. Market is
         determined using replacement cost.

         Property and equipment

         Property and equipment are recorded at cost. Property and
         equipment are depreciated over the estimated useful lives of the
         assets using the straight-line method. Costs incurred to design
         and construct the wireless network in a market, including related
         interest costs, are classified as construction in progress until
         the network for the related market is placed into service, at
         which time the amount is transferred to property and equipment.
         Repairs and maintenance are expensed as incurred; significant
         renewals and betterments are capitalized. The cost and related
         accumulated depreciation of assets sold or retired and removed
         from the accounts and the resulting gains or losses are recorded
         in the period incurred.

         Impairment of Long-Lived Assets

         The Company evaluates its long lived assets for impairment when
         events or change in circumstances indicate, in management's
         judgment, that the carrying value of such assets may not be
         recoverable. The determination of whether an impairment has
         occurred is based on management's estimate of undiscounted future
         cash flows before interest attributable to the assets as compared
         to the net carrying value of the assets. If an impairment has
         occurred, the amount of the impairment recognized is determined by
         estimating the fair value of the assets based on estimated
         discounted future cash flows and recording a provision for loss if
         the carrying value is greater than fair value. The net carrying
         value of assets identified to be disposed of in the future is
         compared to the estimated fair value less the cost to sell to
         determine if an impairment is required. Until the assets are
         disposed of, an estimate of the fair value is redetermined when
         related events or circumstances change.

                                      F-65
<PAGE>

SWPCS HOLDINGS, L.L.C.
CONSOLIDATED NOTES TO FINANCIAL STATEMENT

         Financing costs

         Financing costs are capitalized and amortized using the
         straight-line basis over the life of the loan. For the year ended
         December 31, 2000, the Company incurred financing costs associated
         with the senior term loan C of $1,111,144. As of December 31, 2000,
         the total amount of capitalized financing costs was $5,891,349.
         Cumulative amortization of financing costs was $1,155,700.

         Discount on subordinated debt

         The Company amortizes the discount on the senior subordinated note
         and junior subordinated debentures over the life of the
         instruments under the effective interest method. Amortization of
         the discount on the subordinated debt is reflected as a component
         of interest expense. Amortization for the year ended December 31,
         2000 was $134,399.

         Revenue Recognition

         In December 1999, the Securities and Exchange Commission issued
         Staff Accounting Bulletin No. 101 "Revenue Recognition in
         Financial Statements," ("SAB 101"), which provides guidance on the
         recognition, presentation and disclosure of revenue in financial
         statements. SAB 101 outlines the basic criteria that must be met
         to recognize revenue and provides guidance for disclosure related
         to revenue recognition policies. In accordance with SAB 101, the
         Company defers customer activation fee revenue and an equal amount
         of customer acquisition related expenses. These deferred amounts
         are amortized over a three-year period, which approximates the
         average life of a customer. For the year ended December 31, 2000,
         the Company had deferred $68,428 of activation fee revenue and
         acquisition related expenses and had amortized $16,128.

         The Company recognizes revenue as services are performed. Sprint
         PCS handles the Company's billings and collections and retains 8%
         of collected service revenues from Sprint PCS subscribers based in
         the Company's territory and from non-Sprint PCS subscribers who
         roam onto the Company's network. The amount retained by Sprint PCS
         is recorded as an operating expense in network operations.
         Revenues generated from the sale of handsets and accessories and
         from roaming services provided to Sprint PCS customers who are not
         based in the Company's territory are not subject to the 8%
         retainage.

         Sprint PCS pays the Company a Sprint PCS roaming fee for each
         minute that a Sprint PCS subscriber outside of the Company's
         territory uses the Company's portion of the Sprint PCS network.
         Revenue from these services is recognized as the services are
         performed. Similarly, the Company pays Sprint PCS roaming fees,
         when a Sprint PCS subscriber based in the Company's territory uses
         the Sprint PCS network outside of the Company's territory. These
         costs are included as marketing and sales when incurred.

         Product revenues consisting of proceeds from sales of handsets and
         accessories are recorded net of an allowance for sales returns.
         The allowance is estimated based on Sprint PCS's handset policy,
         which allows customers to return handsets for a full refund within
         15 days of purchase. When handsets are returned to the Company,
         the Company may reissue the handsets to customers at little
         additional cost. However, when handsets are returned to Sprint PCS
         for refurbishing, the Company receives a credit from Sprint PCS,
         which is less than the amount the Company originally paid for the
         handset. For the year ended December 31, 2000, product revenue was
         $2,731,731. The cost of these products was $8,819,132 which was
         classified as cost of products sold. The costs of handsets exceed
         the retail sales price because the Company subsidizes the price of
         handsets for competitive reasons.

                                      F-66
<PAGE>

SWPCS HOLDINGS, L.L.C.
CONSOLIDATED NOTES TO FINANCIAL STATEMENT

         Advertising costs

         Advertising costs are expensed as incurred. Advertising expenses
         totaled $4,011,443 for the year ended December 31, 2000.

         Income taxes

         The Company does not pay federal or state income taxes. The
         Company's taxable income or loss is passed through to the members.
         Accordingly, no provision for income taxes is provided for in
         these financial statements.

         Use of estimates

         The preparation of financial statements in conformity with
         generally accepted accounting principles requires management to
         make estimates and assumptions that affect the reported amounts of
         assets and liabilities and disclosures of contingent assets and
         liabilities at the date of the financial statements and the
         reported amounts of revenues and expenses during the reporting
         period. Actual results could differ from those estimates.

         Effects of recent accounting pronouncements

         In June 1998 and June 1999, the Financial Accounting Standards
         Board ("FASB"), issued Statement of Financial Accounting Standard
         ("SFAS") No. 133, "Accounting for Derivative Instruments and
         Hedging Activities" and SFAS No. 137, "Accounting for Derivative
         Instruments and Hedging Activities-Deferral of the Effective Date
         of FASB Statement No. 133." These statements require companies to
         record derivatives on the balance sheet as assets or liabilities,
         measured at fair value. Gains or losses resulting from changes in
         the values of those derivatives would be accounted for depending
         on the use of the derivative and whether it qualifies for hedging
         accounting. SFAS No. 133 will be effective for the Company's
         fiscal year ending December 31, 2001. Management believes that the
         adoption of these statements will not have a significant impact on
         the Company's financial results.


3.       PROPERTY AND EQUIPMENT

         Property and equipment consists of the following at December 31,
         2000:

<TABLE>
<CAPTION>

                                                              Estimated
                                                             Useful Live                   2000
                                                             ------------             --------------
          <S>                                                  <C>                     <C>
          Cell site equipment                                 8 years                  $  54,478,185
          Switch equipment                                    8 years                      6,987,518
          Leasehold improvements                              8 years                      1,970,748
          Office equipment and furniture                    8 and 3 years                  1,979,935
          Vehicles                                            5 years                         66,421
          Construction in progress                                                         7,958,584
                                                                                        --------------
                                                                                           73,441,391

           Accumulated depreciation                                                        (8,668,195)
                                                                                        --------------

                                                                                        $  64,773,196
                                                                                        ==============
</TABLE>


         Depreciation expense was $6,728,812 for the year ended December
         31, 2000. Interest expense capitalized into construction in
         progress aggregated approximately $1,155,469 during 2000.

                                      F-67
<PAGE>

SWPCS HOLDINGS, L.L.C.
CONSOLIDATED NOTES TO FINANCIAL STATEMENT

4.       LONG-TERM DEBT

         Long-term debt consists of the following at December 31, 2000:

<TABLE>
<CAPTION>

         <S>                                                                     <C>

         Senior term loan A                                                       $      15,000,000
         Senior term loan B                                                              15,000,000
         Senior term loan C                                                              15,000,000
         Revolving credit facilities                                                      8,000,000
         Senior subordinated notes, less unamortized discount of $803,451                11,696,549
         Junior subordinated debentures, less unamortized discount of $640,112            6,859,888
                                                                                  ------------------
                                                                                  $      71,556,437
                                                                                  ==================
</TABLE>


         On April 30, 1999, the Partnership entered into a credit agreement
         with a syndication of banks and investment companies. On September
         22, 2000, the credit agreement was amended. The amended credit
         agreement includes; a $15,000,000 revolving credit facility,
         senior term loans A, B and C each in the amount of $15,000,000,
         $1,000,000 swingline loan commitment, and $1,000,000 in letter of
         credit availability. Borrowings under the swingline loan or issued
         letters of credit result in a ratable reduction in the
         availability under the revolving credit facility. The credit
         agreement requires that the Partnership meet certain levels of
         revenues and subscriber additions, capital expenditures
         limitations, limitation on annual expenses from operating lease
         agreements, and maintain certain financial ratios. Additionally,
         the credit agreement restricts the Partnerships from paying
         dividends, with the exception of a dividend payment for up to 40%
         of the Partnership's taxable income in any year to be used by the
         members to pay their federal income tax obligations. The credit
         agreement generally restricts the Partnership and the Company from
         incurring additional indebtedness, except for indebtedness from
         capital leases for up to $1,000,000 in any one-year or $2,000,000
         in the aggregate. All borrowings under this credit agreement are
         senior to other borrowings and are collateralized by substantially
         all the assets of the Partnership. The Company has guaranteed the
         borrowings by the Partnership under the credit agreement.

         The $15,000,000 revolving credit facility and any borrowings under
         the swingline loan commitment bear interest at variable rates
         based on either the London interbank Eurodollar rate plus 3.75% or
         the greater of the prime rate of J.P. Morgan Chase & Co. or 0.5%
         above the federal funds rate, plus 2.75%, as elected periodically
         by the Partnership. The agreement allows for a reduction in the
         spread on the variable interest rates of up to 1.0% based on the
         Partnership reaching certain leverage ratios. Interest is payable
         monthly or quarterly depending on the Partnership's interest rate
         election. At December 31, 2000, the variable rate in effect under
         the revolving credit facility was 10.68%. Quarterly commitment
         reductions on the revolving credit facility begin March 31, 2004
         and end March 31, 2005 when the facility matures. The commitment
         may also be reduced by proceeds from the issuance of additional
         debt and equity instruments in excess of the then outstanding
         borrowings on the revolving credit facility or swingline loans
         during the year ended December 31, 2000.

         The $15,000,000 senior term loan A bears interest at variable
         rates based on either the London interbank Eurodollar rate plus
         3.75% or the greater of prime rate of J.P. Morgan Chase & Co. or
         0.5% above the federal funds rate, plus 2.75%, as elected
         periodically by the Partnership. The agreement allows for a
         reduction in the spread on the variable interest rates of up to
         1.0%, based on the Partnership reaching certain leverage ratios.
         At December 31, 2000, the variable rate in effect under the senior
         term loan A was 10.45%. Interest is payable monthly or quarterly
         depending on the Partnership's interest rate election. Principal
         is payable quarterly beginning June 30, 2003 until March 31, 2005
         when the loan matures. The Partnership is required to make
         additional mandatory repayments from the proceeds from the
         issuance of additional debt and equity instruments on a pro-rata
         basis with the then outstanding borrowings under senior term loan
         B and C, limited to the then outstanding borrowings under senior
         term loan A.

                                      F-68
<PAGE>

SWPCS HOLDINGS, L.L.C.
CONSOLIDATED NOTES TO FINANCIAL STATEMENT

         The $15,000,000 senior term loan B bears interest at variable
         rates based on either the London interbank Eurodollar rate plus
         4.00% or the greater of prime rate of J.P. Morgan Chase & Co. or
         0.5% above the federal funds rate, plus 3.00%, as elected
         periodically by the Partnership. The agreement allows for a
         reduction in the spread on the variable interest rates of up to
         1.0%, based on the Partnership reaching certain leverage ratios.
         At December 31, 2000, the variable rate in effect under the senior
         term loan B was 10.66%. Principal is payable quarterly beginning
         June 30, 2004 until March 31, 2006 when the loan matures. The
         Partnership is required to make additional mandatory repayments
         from the proceeds from the issuance of additional debt and equity
         instruments on a pro-rata basis with the then outstanding
         borrowings under senior term loan A and C, limited to the then
         outstanding borrowings under senior term loan B.

         The $15,000,000 senior term loan C bears interest at variable
         rates based on either the London interbank Eurodollar rate plus 4%
         or the greater of prime rate of J.P. Morgan Chase & Co. or 0.5%
         above the federal funds rate, plus 3.00%, as elected periodically
         by the Partnership. The agreement allows for a reduction in the
         spread on the variable interest rates of up to 1.0%, based on the
         Partnership reaching certain leverage ratios. At December 31,
         2000, the variable rate in effect under the senior term loan C was
         13.5%. Principal is payable quarterly beginning June 30, 2004
         until March 31, 2006 when the loan matures. The Partnership is
         required to make additional mandatory repayments from the proceeds
         from the issuance of additional debt and equity instruments on a
         pro-rata basis with the then outstanding borrowings under senior
         term loan A and B, limited to the then outstanding borrowings
         under senior term loan C.

         On April 30, 1999, the Partnership issued $12,500,000 in senior
         subordinated notes net of a discount of $923,925 (See Note 6),
         resulting in proceeds to the Partnership of $11,576,075. The
         senior subordinated notes are guaranteed by the Company, SWGP and
         SWLP. The senior subordinated notes require that the Partnership
         meet certain levels of revenues and subscriber additions, capital
         expenditures limitations, limitation on annual expenses from
         operating lease agreements and maintain certain financial ratios.
         The senior subordinated notes mature March 31, 2007, have a stated
         interest rate of 12% and an effective interest rate of 13.517%.
         Interest on the senior subordinated notes is payable quarterly and
         principal is payable at maturity. Prepayment penalties on the
         senior subordinated notes range from 7% of the principal amount if
         repaid prior to May 4, 2000 to 1% of the principal amount if
         repaid prior to May 4, 2004. Subsequent to May 4, 2004 no
         prepayment penalties exist. The Partnership is required to make
         additional mandatory repayments from the proceeds from the
         issuance of additional debt and equity instruments to the extent
         the proceeds exceed the prepayment requirements under the senior
         credit agreement.

         On April 30, 1999, the Partnership issued $7,500,000 in junior
         subordinated debentures, net of a discount of $739,140 (See Note
         6), resulting in proceeds to the Partnership of $6,760,860. The
         junior subordinated debentures are guaranteed by the Company,
         SWGP, and SWLP. The junior subordinated debentures require that
         the Partnership meet certain levels of revenues and subscriber
         additions, capital expenditures limitations, limitation on annual
         expenses from operating lease agreements, and maintain certain
         financial ratios. The junior subordinated debentures mature April
         30, 2007, have a stated interest rate of 12% and an effective
         interest rate of 14.058%. Interest on the junior subordinated
         debentures is payable quarterly and principal is payable at
         maturity. Prepayment penalties on the junior subordinated
         debentures range from 7% of the principal amount if repaid prior
         to May 4, 2000 to 1% of the principal amount if repaid prior to
         May 4, 2004. Subsequent to May 4, 2004 no prepayment penalties
         exist on the debentures.

         On July 7, 1999, the Partnership entered into an interest rate cap
         agreement effectively capping the London interbank Eurodollar rate
         on $15,000,000 of debt at 6.5% until June 30, 2002 when the
         agreement expires.

                                      F-69
<PAGE>

SWPCS HOLDINGS, L.L.C.
CONSOLIDATED NOTES TO FINANCIAL STATEMENT

         Future maturities of long-term debt as of December 31, 2000 are as
         follows:


         Years ending 31,
            2001                                       $                -
            2002                                                        -
            2003                                                4,500,000
            2004                                               18,500,000
            2005                                               12,000,000
            Thereafter                                         38,000,000
                                                       ------------------
                 Total                                 $       73,000,000
                                                       ==================

         As a result of the Company's merger with Alamosa Holdings, Inc.
         ("Alamosa") (See Note 11), the long-term debt of the Company was
         repaid in its entirety on March 30, 2001.


5.       LEASES

         The Company has various operating lease agreements for retail
         store locations, site towers, equipment and vehicles. The Company
         incurred approximately $3,722,742 in rent expense during the year
         ended December 31, 2000.

         Minimum noncancelable lease payments under operating leases for
         the periods shown are as follows:


         2001                                            $    3,669,327
         2002                                                 3,795,039
         2003                                                 3,585,525
         2004                                                 2,115,973
         2005                                                   382,563
         Thereafter                                             753,866
                                                       ------------------
                                                        $    14,302,293
                                                       ==================

6.       WARRANT AND OPTION LIABILITIES

         On April 30, 1999, the Company entered into a warrant agreement
         with the holder of the senior subordinated debt. Under the
         agreement, the warrants are exercisable at any time through April
         30, 2009 into 75,000 Class B Shares of the Company (7.5% ownership
         interest in the Company on a fully diluted basis) at an exercise
         price of $.001 per warrant share. The warrant agreement contains
         provisions under which the warrant holder may require the Company
         to purchase the warrants upon the earlier of an event allowing
         Mass Mutual to require the Company to purchase its ownership
         interest or the fourth anniversary of the warrant agreement (April
         30, 2003). Under this warrant agreement, if required by warrant
         holder, the Company must pay the market price of a warrant share
         as of the repurchase date for each share repurchased. This put
         right expires upon the earlier of a qualified public offering by
         the Company and April 30, 2009.

         On April 30, 1999, the Company entered into an option agreement
         with the holder of the junior subordinated debentures. The option
         is exercisable on or after April 30, 2003 into 60,000 Class B
         Shares of the Company (6.0% ownership interest in the Company on a
         fully diluted basis) at an exercise price of $100 and expires
         April 30, 2009. The option agreement contains provisions under
         which the option holder may require the Company to purchase the
         options on the earlier of an event allowing Mass Mutual to require
         the Company to purchase its ownership interest, or the fourth
         anniversary of the option agreement (April 30, 2003). Under this
         option agreement, if required by the option holders the Company
         must pay the market price of an option share as of the repurchase
         date for each share repurchased. This put right expires upon the
         earlier of qualified public offering by the Company and April 30,
         2009. On June 29, 2000 the option was sold to Chickasaw Holding
         Company.

                                      F-70
<PAGE>

SWPCS HOLDINGS, L.L.C.
CONSOLIDATED NOTES TO FINANCIAL STATEMENT

         The option also contains call rights, which can be exercised by
         the Company to repurchase the option from the option holder. These
         call rights vest on April 30, 2005 and expire on the earlier of an
         initial public offering and April 30, 2009. To exercise the call
         rights, the Company must pay the market price of an option share
         as of the repurchase date for each share.

         The Company initially recorded the warrant and option agreements
         as a liability at their fair value with subsequent changes in the
         estimated fair value of the agreements recorded in operations. The
         Company allocated $923,925 of the proceeds from the sale of the
         senior subordinated notes to the warrants, which was the estimated
         fair value at the time the warrants were issued. The Company
         allocated $739,140 of the proceeds from the sale of the junior
         subordinate debentures to the options, which was the estimated
         fair value at the time the options were issued. For the year ended
         December 31, 2000, the Company recorded interest expense of
         approximately $1,015,470 related to the increased estimated fair
         value of the warrants and options. The estimated fair values of
         the warrants and the options at December 31, 2000, were
         $10,014,150 and $8,011,320, respectively. Estimated fair value was
         determined based upon details of the merger (see Note 11).

         Per the Regulations of SWPCS Holdings, LLC Agreement dated April
         30, 1999, in the event that the warrant holders and/or the Option
         Holders fully exercise their respective warrants and the option,
         the initial members' respective Company shares will be diluted and
         adjusted as follows:

<TABLE>
<CAPTION>

         Company                          Percentage Interest              Company Shares
         ---------                        -------------------              --------------
         <S>                               <C>                              <C>

         Southwest PCS, LLC                     34.230%                         342,300
         Central                                 7.335%                          73,350
         Pioneer Telecommunications              7.335%                          73,350
         Massachusetts Mutual Life
         Insurance Company                       7.833%                          78,330.2
         Massachusetts Mutual Life
         Insurance Company                      17.234%                         172,339.6
         Mass Mutual High Yield
         Partners II, L.L.C.                    12.533%                         125,330.2
         Option holder                           7.500%                          75,000
         Warrant holder                          6.000%                          60,000
                                               -------                        ---------
         Totals                                100.000%                       1,000,000

</TABLE>


7.       MANDATORILY REDEEMABLE MEMBER'S EQUITY

         Pursuant to the Regulations, Mass Mutual was given a put right
         allowing Mass Mutual to require the Company to purchase its
         ownership interest within 60 days of the occurrence of an event of
         change in control, as defined in the Regulations. The Company
         would be required to repurchase those shares, if such notice
         presented, at the fair value on a fully diluted basis as
         determined by agreement of the parties or an independent financial
         expert.


8.       EMPLOYEE BENEFITS

         Effective January 1, 1999, the Company adopted the Southwest PCS,
         LP 401(k) Plan ("the Plan"). All employees are eligible to
         participate in the Plan following the attainment of certain
         minimum eligibility requirements. Participants may elect to
         contribute up to 12% of their pre-tax compensation. The Company
         will match 100% of the employees' contributions up to 4% of the
         employees' pre-tax compensation. Additionally, the Plan allows the
         Company to make discretionary matching contributions which are
         allocated to participants' accounts based upon the participant's
         contributions to total participant contributions. During the year
         ended December 31, 2000, the Company made $73,514 in matching
         contributions to the Plan.


                                      F-71
<PAGE>

SWPCS HOLDINGS, L.L.C.
CONSOLIDATED NOTES TO FINANCIAL STATEMENT

9.       FAIRVALUE OF FINANCIAL INSTRUMENTS

         The carrying amounts of cash and cash equivalents, accounts
         receivable, accounts payable and accrued interest and other
         accrued liabilities approximate fair value because of the
         short-term nature of these items. The carrying amounts of the
         senior secured term loans A, B, and C approximate their fair value
         as the interest rates vary with market interest rates. The fair
         values of the senior subordinated notes and the junior
         subordinated debentures at December 31, 2000 were approximately
         $8,692,754 and $5,117,110, respectively.

         The Company utilizes an interest rate cap agreement to limit the
         impact of increases in interest rates on $15 million of its
         floating rate debt. The interest rate cap agreement entitles the
         company to receive from the counter parties the amounts, if any,
         by which the selected market interest rate exceeds the strike rate
         stated in the agreement. Amounts in excess of the strike rate are
         accrued and recognized as an adjustment of interest accrued. The
         fair value of the interest rate cap agreement of $17,925 is
         estimated by obtaining quotes from brokers and represents the cash
         requirement if the existing contract had been settled at the
         balance sheet date. The Company acquired the interest rate cap for
         a payment of $171,852, which is being amortized as interest
         expensed ratably over the 36-month term of the agreement. The
         amortization for the year ended December 31, 2000 was $57,284.

         Estimates of fair value are made at a specific point in time,
         based on relevant market information and information about the
         financial instrument. Estimates of fair value are subjective in
         nature and involve uncertainties and matters of significant
         judgment and therefore cannot be determined with precision.
         Changes in assumptions could significantly affect these estimates.


10.      RELATED PARTY TRANSACTION

         The Company leases office space, certain equipment, and vehicles
         from related parties. Rent paid under these agreements totaled
         $237,246 for the year ended December 31, 2000. The future minimum
         payment requirement under these related party leases have been
         included in the amounts stated in Note 5.

         A portion of the construction services related to the Company's
         network build-out were provided by related parties in the amount
         of $566,915 for the year ended December 31, 2000.

         The Company was charged for certain general and administrative
         expenses from related parties in the amount of $97,871 for the
         year ended December 31, 2000.

         The Company was charged for Health insurance expenses from related
         parties in the amount of $345,372 for the year ended December 31,
         2000.

         Certain leasehold improvements were charged to the Company by
         related parties in the amount of $275,216 for the year ended
         December 31, 2000.

11.      SUBSEQUENT EVENT

         In January 2001, Southwest PCS, L.L.C., a related party, made its
         required capital contributions for 2001 in the amount of $408,606.
         No additional contribution is required.

         On March 9, 2001, the Company and Alamosa announced a signing of a
         definitive agreement to merge. In conjunction with the merger the
         Company was incorporated. The transaction was consummated on
         March 30, 2001. The Partnership shareholders exchanged 100 percent
         of their common shares of the Company for 11.1 million shares
         Alamosa common stock and $5 million in cash.


                                      F-72
<PAGE>




<TABLE>
<CAPTION>

                                                     ----------------

                                                     TABLE OF CONTENTS
                                                     ----------------
<S>                                                                                                 <C>
Prospectus Summary....................................................................................1
The Exchange Offer....................................................................................2
The Registered Notes..................................................................................4
Alamosa (Delaware), Inc. Selected Historical Financial Information....................................7
Capitalization........................................................................................9
Risk Factors.........................................................................................10
The Exchange Offer...................................................................................23
Business.............................................................................................32
Management's Discussion and Analysis of Financial Condition and Results of Operations................45
Management...........................................................................................53
Certain Relationships and Related Transactions.......................................................62
Our Affiliation Agreements with Sprint PCS...........................................................67
Regulatory Environment...............................................................................77
Security Ownership of Certain Beneficial Owners and Management.......................................82
Description of Notes.................................................................................86
Book-entry System...................................................................................129
Exchange Offer; Registration Rights.................................................................131
Plan of Distribution................................................................................134
Material United States Federal Tax Considerations...................................................135
Alamosa Holdings, Inc. Selected Unaudited Pro Forma Financial Data..................................138
Legal Matters.......................................................................................149
Experts.............................................................................................149
Financial Statements................................................................................F-1

</TABLE>

<PAGE>

No dealer, salesperson or other person is authorized to give any
information or to represent anything not contained in this prospectus. You
must not rely on any unauthorized information or representations. This
prospectus does not offer to sell or ask for offers to buy any securities
other than those to which this prospectus relates and it does not
constitute an offer to sell or ask for offers to buy any of the securities
in any jurisdiction where it is unlawful, where the person making the offer
is not qualified to do so, or to any person who cannot legally be offered
the securities. The information contained in this prospectus is current
only as of its date.

Until [_______], all dealers that effect transactions in these securities,
whether or not participating in this offering, may be required to deliver a
prospectus. This is in addition to the dealers' obligations to deliver a
prospectus when acting as underwriters with respect to their unsold allotments
or subscriptions.

Each broker-dealer that receives registered notes for its own account
pursuant to the exchange offer must acknowledge that it will deliver a
prospectus in connection with any resale of such registered notes. The
letter of transmittal states that by so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"Underwriter" within the meaning of the Securities Act. This prospectus, as
it may be amended or supplemented from time to time, may be used by a
broker-dealer in connection with resales of registered notes received in
exchange for outstanding notes where such securities were acquired by such
broker-dealer as a result of market-making activities or other trading
activities. We have agreed that, starting on the expiration date of the
exchange offer and ending on the close of business one year after the
expiration date, we will make this prospectus available to any
broker-dealer for use in connection with any such resale. See "Plan of
Distribution".



                                  $250,000,000

                            Offer for All Outstanding
                          12 1/2% Senior Notes Due 2011
                                 In Exchange for
                          12 1/2% Senior Notes Due 2011
                           Which Have Been Registered
                        Under the Securities Act of 1933,
                                   As Amended

                                 ---------------

                                   Prospectus


                                 ---------------

                                    [ ], 2001

<PAGE>
                                     PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section  145  of  the  Delaware  General  Corporate  Law  (the  "DGCL")
generally  provides  that  a  corporation  may  indemnify  directors,  officers,
employees  or  agents  against  liabilities  they may  incur in such  capacities
provided  certain  standards are met,  including  good faith and the  reasonable
belief that the particular  action was in, or not opposed to, the best interests
of the corporation.

         Subsection  (a) of Section 145 of the DGCL  ("Section  145") empowers a
corporation to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil,  criminal,  administrative or investigative (other than an action
by or in the right of the corporation),  by reason of the fact that he is or was
a director,  officer,  employee or agent of the corporation or is or was serving
at the request of the corporation as a director,  officer,  employee or agent of
another corporation or enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in  connection  with such action,  suit or proceeding if he acted in good
faith and in a manner he  reasonably  believed  to be in, or not opposed to, the
best interests of the  corporation  and, with respect to any criminal  action or
proceeding, had no reasonable cause to believe that his conduct was unlawful.

         Subsection  (b) of Section 145 empowers a corporation  to indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation to procure a judgment in its favor,  by reason of the fact that such
person  acted  in  any of the  capacities  set  forth  above,  against  expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection  with the  defense or  settlement  of such action or suit if he acted
under standards similar to those set forth above, except that no indemnification
may be made in  respect of any  claim,  issue or matter as to which such  person
shall have been adjudged to be liable to the corporation, unless and only to the
extent that the Delaware  Court of Chancery or the court in which such action or
suit was brought shall determine that, despite the adjudication of liability but
in view of all  the  circumstances  of the  case,  such  person  is  fairly  and
reasonably  entitled to be  indemnified  for such expenses which the court shall
deem proper.

         Section 145 further  provides that,  among other things,  to the extent
that a director or officer of a corporation  has been  successful in the defense
of any action,  suit or  proceeding  referred to in  Subsections  (a) and (b) of
Section 145, or in the defense of any claim,  issue or matter therein,  he shall
be  indemnified  against  expenses  (including  attorneys'  fees)  actually  and
reasonably  incurred  by  him  in  connection  therewith;  that  indemnification
provided for by Section 145 shall not be deemed exclusive of any other rights to
which the indemnified party may be entitled; and that a corporation is empowered
to purchase  and  maintain  insurance  on behalf of a director or officer of the
corporation  against any liability  asserted  against him and incurred by him in
any such  capacity,  or arising  out of his  status as such,  whether or not the
corporation  would have the power to  indemnify  against  such  liability  under
Section 145.

         Indemnification  as described above shall be granted in a specific case
only upon a determination that indemnification is proper under the circumstances
using the  applicable  standard  of conduct  which is made by (a) a majority  of
directors who were not parties to such proceeding, (b) independent legal counsel
in a written  opinion if there are no such  disinterested  directors  or if such
disinterested directors so direct, or (c) the shareholders.

         The Restated  Certificate of Incorporation of Alamosa (Delaware),  Inc.
(the  "Registrant")  provides  that  the  liability  of  the  directors  of  the
Registrant to the  Registrant or any of its  stockholders  for monetary  damages
arising from acts or omissions  occurring in their capacity as directors will be
limited to the  fullest  extent  permitted  by the laws of Delaware or any other
applicable  law.  This  limitation  does not apply with respect to any action in
which a director would be liable under Section 174 of the DGCL nor does it apply
with respect to any liability in which a

                                      II-1

<PAGE>



director (1) breached his duty of loyalty to the Registrant or its stockholders;
(2) did not act in good faith or, in failing to act,  did not act in good faith;
(3) acted in a manner involving intentional misconduct or a knowing violation of
law or, in failing to act,  shall have acted in a manner  involving  intentional
misconduct  or a knowing  violation of law; or (4) derived an improper  personal
benefit.

         The Registrant's  Restated  Certificate of Incorporation  provides that
the Registrant  will indemnify its directors,  officers and employees and former
directors, officers and employees to the fullest extent permitted by the laws of
Delaware or any other applicable law.

         The  Registrant  has  directors'  and  officers'   liability  insurance
covering its directors and officers.





















                                      II-2

<PAGE>



ITEM 21.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

         (i) Exhibits.  The  following is a complete  list of Exhibits  filed as
part of this Registration Statement, which are incorporated herein:

         EXHIBIT
         NUMBER:         EXHIBIT TITLE
         2.1             Amended and Restated Agreement and Plan of
                         Reorganization, dated as of December 14, 2000, by and
                         among Alamosa PCS Holdings, Inc., Alamosa Holdings,
                         Inc., Alamosa (Delaware), Inc. and Alamosa Sub I, Inc.,
                         filed as Exhibit 2.1 to Amendment No. 1 to the
                         Registration State ment on Form S-4, dated January 12,
                         2001 (Registration No. 333-47916) of Alamosa Holdings,
                         Inc., which exhibit is incorporated herein by
                         reference.

         2.2             Amended and Restated Agreement and Plan of
                         Reorganization, dated as of July 31, 2000, by and among
                         Alamosa PCS Holdings, Inc., Alamosa Holdings, Inc.,
                         Alamosa Sub I, Inc., Roberts Wireless Communications,
                         LLC, and Members of Roberts Wireless Communications,
                         L.L.C., filed as Exhibit 2.2 to Amendment No. 1 to the
                         Registration Statement on Form S-4, dated January 12,
                         2001 (Registration No. 333-47916) of Alamosa Holdings,
                         Inc., which exhibit is incorporated herein by
                         reference.

         2.3             Amended and Restated Agreement and Plan of
                         Reorganization, dated as of July 31, 2000, by and among
                         Alamosa PCS Holdings, Inc., Alamosa Holdings, Inc.,
                         Alamosa Sub I, Inc., Washington Oregon Wireless, LLC,
                         Members of Washington Oregon Wireless, LLC and WOW
                         Holdings, LLC, filed as Exhibit 2.3 to Amendment No. 1
                         to the Registration State ment on Form S-4, dated
                         January 12, 2001 (Registration No. 333-47916) of
                         Alamosa Holdings, Inc., which exhibit is incorporated
                         herein by reference.

         2.4             Agreement and Plan of Merger, dated as of December 13,
                         2000, by and among Alamosa PCS Holdings, Inc., Twenty
                         Holdings, Inc. and Ten Acquisition, Inc., filed as
                         Exhibit 2.4 to Form 10-K of Alamosa Holdings, Inc. for
                         the year ended December 31, 2000, dated March 27, 2001,
                         which exhibit is incorporated herein by reference.

         2.5             Agreement and Plan of Merger, dated as of March 9,
                         2001, by and among Alamosa PCS Holdings, Inc., Forty
                         Acquisition, Inc., Southwest PCS Holdings, Inc.
                         ("Southwest") and the stockholders of Southwest, filed
                         as Exhibit 2.1 to the Current Report on Form 8-K, dated
                         April 5, 2001, of Alamosa Holdings, Inc., which exhibit
                         is incorporated herein by reference.

         3.1             Restated Certificate of Incorporation of Alamosa
                         (Delaware), Inc. filed as Exhibit 3.1 to Form 10-K
                         of Alamosa (Delaware), Inc. for the year ended
                         December 31, 2000, dated March 27, 2001, which exhibit
                         is incorporated herein by reference.

         3.2++           Amended and Restated Bylaws of Alamosa (Delaware), Inc.

         4.1++           Specimen Common Stock Certificate of Alamosa
                         (Delaware).


                                      II-3

<PAGE>


         EXHIBIT
         NUMBER:         EXHIBIT TITLE

         4.2             Form of Indenture for 12 7/8% Senior Discount Notes due
                         2010, by and among Alamosa PCS Holdings, Inc., the
                         Subsidiary Guarantors party thereto and Norwest Bank
                         Minnesota, N.A., as trustee, filed as Exhibit 4.1 to
                         Amendment No. 2 to the Registration Statement on Form
                         S-1, dated February 1, 2000 (Registration No.
                         333-93499) of Alamosa (Delaware), Inc. (formerly
                         Alamosa PCS Holdings, Inc.), which exhibit is
                         incorporated herein by reference.

         4.3             Form of Global Note relating to the Senior Discount
                         Notes due 2010, filed as Exhibit 4.2 to the
                         Registration Statement on Form S-1, as amended
                         (Registration No. 333-93499) of Alamosa (Delaware),
                         Inc. (formerly Alamosa PCS Holdings, Inc.), which
                         exhibit is incorporated herein by reference.

         4.4             Indenture for 12 1/2% Senior Notes due 2011, dated as
                         of January 31, 2001, by and among Alamosa (Delaware),
                         Inc., the Subsidiary Guarantors party thereto and Wells
                         Fargo Bank Minnesota, N.A., as trustee, filed as
                         Exhibit 4.4 to Form 10-K of Alamosa Holdings, Inc. for
                         the year ended December 31, 2000, dated March 27, 2001,
                         which exhibit is incorporated herein by reference.

         4.5             Form of Global Note relating to the Senior Notes due
                         2011, filed as Exhibit 4.5 to Form 10-K of Alamosa
                         Holdings, Inc. for the year ended December 31, 2000,
                         dated March 27, 2001, which exhibit is incorporated
                         herein by reference.

         4.6             First Supplemental Indenture for 12 7/8% Senior
                         Discount Notes due 2010, dated as of January 31, 2001,
                         among Alamosa Finance, LLC, LLC, Alamosa Limited, LLC
                         and Wells Fargo Bank Minnesota, N.A., (formerly known
                         as Norwest Bank Minnesota, N.A.), as trustee, filed as
                         Exhibit 4.6 to Form 10-K of Alamosa Holdings, Inc. for
                         the year ended December 31, 2000, dated March 27, 2001,
                         which exhibit is incorporated herein by reference.

         4.7             First Supplemental Indenture for 12 1/2% Senior Notes
                         due 2011, dated as of February 14, 2001, among Roberts
                         Wireless Communications, L.L.C., Roberts Wireless
                         Properties, LLC, Washington Oregon Wireless, LLC,
                         Alamosa Holdings, LLC, Alamosa Properties, L.P.,
                         Alamosa (Wisconsin) Properties, LLC, Washington Oregon
                         Wireless Properties, LLC, Washington Oregon Wireless
                         Licenses, LLC and Wells Fargo Bank Minnesota, N.A.,
                         (formerly known as Norwest Bank Minnesota, N.A.), as
                         trustee, filed as Exhibit 4.7 to Form 10-K of Alamosa
                         Holdings, Inc. for the year ended December 31, 2000,
                         dated March 27, 2001, which exhibit is incorporated
                         herein by reference.


                                      II-4

<PAGE>

         EXHIBIT
         NUMBER:         EXHIBIT TITLE

         4.8             Second Supplemental Indenture for 12 7/8% Senior
                         Discount Notes due 2010, dated as of February 14, 2001,
                         among Roberts Wireless Communications, L.L.C., Roberts
                         Wireless Properties, LLC, Washington Oregon Wireless,
                         LLC, Alamosa Holdings, LLC, Alamosa Properties, L.P.,
                         Alamosa (Wisconsin) Properties, LLC, Washington Oregon
                         Wireless Properties, LLC, Washington Oregon Wireless
                         Licenses, LLC and Wells Fargo Bank Minnesota, N.A.,
                         (formerly known as Norwest Bank Minnesota, N.A.), as
                         trustee, filed as Exhibit 4.8 to Form 10-K of Alamosa
                         Holdings, Inc. for the year ended December 31, 2000,
                         dated March 27, 2001, which exhibit is incorporated
                         herein by reference.

         4.9             Registration Rights Agreement, dated as of January 24,
                         2001, by and among Alamosa (Delaware), Inc. and Salomon
                         Smith Barney Inc., TD Securities (USA) Inc., Credit
                         Suisse First Boston Corporation, First Union
                         Securities, Inc., Lehman Brothers Inc., Scotia Capital
                         (USA) Inc., filed as Exhibit 4.9 to Form 10-K of
                         Alamosa Holdings, Inc. for the year ended December 31,
                         2000, dated March 27, 2001, which exhibit is
                         incorporated herein by reference.

         4.10++          Third Supplemental Indenture for 12 7/8% Senior
                         Discount Notes due 2010, dated as of March 30, 2001,
                         among SWLP, L.L.C., SWGP, L.L.C., Southwest PCS, L.P.,
                         Southwest PCS Properties, LLC, Southwest PCS Licenses,
                         LLC and Wells Fargo Bank Minnesota, N.A., as trustee.

         4.11++          Second Supplemental Indenture for 12 1/2% Senior Notes
                         due 2011, dated as of March 30, 2001, among SWLP,
                         L.L.C., SWGP, L.L.C., Southwest PCS, L.P., Southwest
                         PCS Properties, LLC, Southwest PCS Licenses, LLC and
                         Wells Fargo Bank Minnesota, N.A., as trustee.

         5.1+++          Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.

         10.1            CDMA 1900 SprintCom Additional Affiliate Agreement
                         dated as of December 21, 1998 by and between Alamosa
                         PCS, LLC and Northern Telecom, Inc., filed as Exhibit
                         10.1 to Amendment No. 3 to the Registration Statement
                         on Form S-1, dated February 1, 2000 (Registration No.
                         333-89995) of Alamosa (Delaware), Inc. (formerly
                         Alamosa PCS Holdings, Inc.), which exhibit is
                         incorporated herein by reference.

         10.2            Amendment No. 1 to DMS-MTX Cellular Supply Agreement
                         dated as of January 12, 1999 by and between Alamosa
                         PCS, LLC and Nortel Networks Inc. as an amendment to
                         Exhibit 10.1 described above, filed as Exhibit 10.2 to
                         Amendment No. 3 to the Registration Statement on Form
                         S-1, dated February 1, 2000 (Registration No.
                         333-89995) of Alamosa (Delaware), Inc. (formerly
                         Alamosa PCS Holdings, Inc.), which exhibit is
                         incorporated herein by reference.


                                      II-5

<PAGE>


         10.3            Amendment No. 2 to DMS-MTX Cellular Supply Agreement,
                         dated as of March 1, 1999 by and between Alamosa PCS,
                         LLC and Nortel Networks Inc. as an amendment to
                         Exhibits 10.1 and 10.2 described above, filed as
                         Exhibit 10.3 to Amendment No. 3 to the Registration
                         Statement on Form S-1, dated February 1, 2000
                         (Registration No. 333-89995) of Alamosa (Delaware),
                         Inc. (formerly Alamosa PCS Holdings, Inc.), which
                         exhibit is incorporated herein by reference.

         10.4            Amendment No. 3 to DMS-MTX Cellular Supply Agreement,
                         dated as of August 11, 1999 by and between Alamosa PCS,
                         LLC and Nortel Networks Inc. as an amendment to
                         Exhibits 10.1, 10.2 and 10.3 described above, filed as
                         Exhibit 10.4 to Amendment No. 1 to the Registration
                         Statement on Form S-1, dated December 22, 1999
                         (Registration No. 333-89995) of Alamosa (Delaware),
                         Inc. (formerly Alamosa PCS Holdings, Inc.), which
                         exhibit is incorporated herein by reference.

         10.5            Sprint PCS Management Agreement (Wisconsin), as amended
                         by Addendum I, dated as of December 6, 1999 by and
                         between Sprint Spectrum, LP, WirelessCo, LP and Alamosa
                         Wisconsin Limited Partnership, filed as Exhibit 10.10
                         to Amendment No. 3 to the Registration Statement on
                         Form S-1, dated February 1, 2000 (Registration No.
                         333-89995) of Alamosa (Delaware), Inc. (formerly
                         Alamosa PCS Holdings, Inc.), which exhibit is
                         incorporated herein by reference.

         10.6            Sprint PCS Services Agreement (Wisconsin,) dated as of
                         December 6, 1999, by and between Sprint Spectrum, LP
                         and Alamosa Wisconsin Limited Partnership, filed as
                         Exhibit 10.11 to Amendment No. 3 to the Registration
                         Statement on Form S-1, dated February 1, 2000
                         (Registration No. 333-89995) of Alamosa (Delaware),
                         Inc. (formerly Alamosa PCS Holdings, Inc.), which
                         exhibit is incorporated herein by reference.

         10.7            Sprint Trademark and Service Mark License Agreement
                         (Wisconsin), dated as of December 6, 1999, by and
                         between Sprint Communications Company, LP and Alamosa
                         Wisconsin Limited Partnership, filed as Exhibit 10.12
                         to Amendment No. 3 to the Registration Statement on
                         Form S-1, dated February 1, 2000 (Registration No.
                         333-89995) of Alamosa (Delaware), Inc. (formerly
                         Alamosa PCS Holdings, Inc.), which exhibit is
                         incorporated herein by reference.

         10.8            Sprint Spectrum Trademark and Service Mark License
                         Agreement (Wisconsin), dated as of December 6, 1999, by
                         and between Sprint Spectrum, LP and Alamosa Wisconsin
                         Limited Partnership, filed as Exhibit 10.13 to
                         Amendment No. 3 to the Registration Statement on Form
                         S-1, dated February 1, 2000 (Registration No.
                         333-89995) of Alamosa (Delaware), Inc. (formerly
                         Alamosa PCS Holdings, Inc.), which exhibit is
                         incorporated herein by reference.


                                      II-6

<PAGE>


         EXHIBIT
         NUMBER:         EXHIBIT TITLE

         10.9            Engineering Service Contract, System Design and
                         Construction Inspection, dated as of July 27, 1998, as
                         amended, by and between Alamosa PCS, LLC and Hicks &
                         Ragland Engineering Co., Inc., filed as Exhibit 10.14
                         to Amendment No. 1 to the Registration Statement on
                         Form S-1, dated December 22, 1999 (Registration No.
                         333-89995) of Alamosa (Delaware), Inc. (formerly
                         Alamosa PCS Holdings, Inc.), which exhibit is
                         incorporated herein by reference.

         10.10           Master Site Development and Lease Agreement, as
                         amended, dated as of August 1998, by and between
                         Alamosa PCS, LLC and Specialty Capital Services, Inc.,
                         filed as Exhibit 10.15 to Amendment No. 3 to the
                         Registration Statement on Form S-1, dated December 22,
                         1999 (Registration No. 333-89995) of Alamosa
                         (Delaware), Inc. (formerly Alamosa PCS Holdings, Inc.),
                         which exhibit is incorporated herein by reference.

         10.11+          Employment Agreement, effective as of October 1, 1999,
                         by and between Alamosa PCS LLC and David E. Sharbutt,
                         filed as Exhibit 10.20 to Amendment No. 2 to the
                         Registration Statement on Form S-1, dated January 19,
                         2000 (Registration No. 333-89995) of Alamosa
                         (Delaware), Inc. (formerly Alamosa PCS Holdings, Inc.),
                         which exhibit is incorporated herein by reference.

         10.12+          Employment Agreement, effective as of December 1, 1999,
                         by and between Alamosa PCS, LLC and Kendall W. Cowan,
                         filed as Exhibit 10.21 to Amendment No. 2 to the
                         Registration Statement on Form S-1, dated January 19,
                         2000 (Registration No. 333-89995) of Alamosa
                         (Delaware), Inc. (formerly Alamosa PCS Holdings, Inc.),
                         which exhibit is incorporated herein by reference.

         10.13           Sprint PCS Management Agreement, as amended by Addendum
                         I, dated as of December 23, 1999, by and between Sprint
                         Spectrum, LP, WirelessCo, LP, Cox Communications PCS,
                         L.P., Cox CPS License, LLC, SprintCom, Inc. and Alamosa
                         PCS, LLC, filed as Exhibit 10.22 to Amendment No. 3 to
                         the Registration Statement on Form S-1, dated January
                         19, 2000 (Registration No. 333-89995) of Alamosa
                         (Delaware), Inc. (formerly Alamosa PCS Holdings, Inc.),
                         which exhibit is incorporated herein by reference.

         10.14           Sprint PCS Services Agreement, dated as of December 23,
                         1999, by and between Sprint Spectrum, LP and Alamosa
                         PCS, LLC, filed as Exhibit 10.23 to Amendment No. 2 to
                         the Registration Statement on Form S-1, dated January
                         19, 2000 (Registration No. 333-89995) of Alamosa
                         (Delaware), Inc. (formerly Alamosa PCS Holdings, Inc.),
                         which exhibit is incorporated herein by reference.


                                      II-7

<PAGE>


         EXHIBIT
         NUMBER:         EXHIBIT TITLE

         10.15           Sprint Trademark and Service Mark License Agreement,
                         dated as of December 23, 1999 by and between Sprint
                         Communications Company, LP and Alamosa PCS, LLC, filed
                         as Exhibit 10.24 to Amendment No. 2 to the Registration
                         Statement on Form S-1, dated January 19, 2000
                         (Registration No. 333-89995) of Alamosa (Delaware),
                         Inc. (formerly Alamosa PCS Holdings, Inc.), which
                         exhibit is incorporated herein by reference.

         10.16           Sprint Spectrum Trademark and Service Mark Agreement,
                         dated as of December 23, 1999, by and between Sprint
                         Spectrum, LP and Alamosa PCS, LLC, filed as Exhibit
                         10.25 to Amendment No. 2 to the Registration Statement
                         on Form S-1, dated January 19, 2000 (Registration No.
                         333-89995) of Alamosa (Delaware), Inc. (formerly
                         Alamosa PCS Holdings, Inc.), which exhibit is
                         incorporated herein by reference.

         10.17           Amendment No. 4 to DMS-MTX Cellular Supply Agreement by
                         and between Alamosa PCS, LLC and Nortel Networks Inc.
                         as an amendment to Exhibits 10.1, 10.2, 10.3 and 10.4
                         described above, effective as of February 8, 2000,
                         filed as Exhibit 10.20 to Form 10-K of Alamosa
                         (Delaware), Inc. (formerly Alamosa PCS Holdings, Inc.),
                         for the year ended December 31, 1999, dated March 23,
                         2000 which exhibit is incorporated herein by reference.

         10.18+          Amended and Restated Employment Agreement effective as
                         of October 1, 1999 by and between Alamosa PCS, LLC and
                         Jerry Brantley, filed as Exhibit 10.29 to Amendment No.
                         2 to the Registration Statement on Form S-1, dated
                         January 19, 2000 (Registration No. 333-89995) of
                         Alamosa (Delaware), Inc. (formerly Alamosa PCS
                         Holdings, Inc.), which exhibit is incorporated herein
                         by reference.

         10.19+          Amended and Restated Employment Agreement, effective as
                         of October 1, 1999, by and between Alamosa PCS, LLC and
                         W. Don Stull, filed as Exhibit 10.21 to the
                         Registration Statement on Form S-4, dated October 12,
                         2000 (Registration No. 333-47916) of Alamosa Holdings,
                         Inc., which exhibit is incorporated herein by
                         reference.

         10.20           Amended and Restated Master Design Build Agreement,
                         dated as of March 21, 2000, by and between Texas
                         Telecommunications, L.P. and Alamosa Wisconsin Limited
                         Partnership and SBA Towers, Inc., filed as Exhibit
                         10.23 to Form 10-K of Alamosa (Delaware), Inc.
                         (formerly Alamosa PCS Holdings, Inc.), for the year
                         ended December 31, 1999, dated March 23, 2000 which
                         exhibit is incorporated herein by reference.

         10.21+          Employment Agreement effective as of June 1, 2000, by
                         and between Alamosa, Texas Telecommunications, LP and
                         Loyd Rinehart, filed as Exhibit 10.25 to the
                         Registration Statement on Form S-4, dated October 12,
                         2001 (Registration No. 333-47916) of Alamosa Holdings,
                         Inc., which exhibit is incorporated herein by
                         reference.


                                      II-8

<PAGE>

         EXHIBIT
         NUMBER:         EXHIBIT TITLE

         10.22           Security Agreement, dated as of January 31, 2001, by
                         and among Alamosa (Delaware), Inc., Wells Fargo Bank
                         Minnesota, N.A., as security agent, Wells Fargo Bank
                         Minnesota, N.A., as collateral agent, Wells Fargo Bank
                         Minnesota, N.A., as trustee under the 2001 Indenture
                         (as to paragraph 6(b) and Wells Fargo Bank Minnesota,
                         N.A., as trustee under the 2000 Indenture (as to
                         paragraph 6(b)), filed as Exhibit 10.22 to Form 10-K of
                         Alamosa Holdings, Inc. for the year ended December 31,
                         2000, dated March 27, 2001, which exhibit is
                         incorporated herein by reference.

         10.23++         Amended and Restated Credit Agreement, dated as of
                         March 30, 2001, by and among Alamosa Holdings, LLC,
                         Alamosa Holdings, Inc., Alamosa (Delaware), Inc., the
                         lenders party thereto, Citicorp USA, Inc., as
                         administrative and collateral agent, Export
                         Development Corporation, as co-documentation agent,
                         First Union National Bank, as documentation agent,
                         Toronto Dominion (Texas), Inc. as syndication agent,
                         Export Development Corporation and First Union
                         Securities, Inc., as lead arrangers and Salomon Smith
                         Barney Inc. and TD Securities (USA) Inc. as joint lead
                         arrangers and joint book managers, for a $333,000,000
                         credit facility, as amended by the First Amendment and
                         Waiver dated May 8, 2001 (attached thereto).

         10.24++         Amended and Restated Security Agreement, dated as of
                         March 30, 2001, by and among Alamosa (Delaware), Inc.,
                         Alamosa Holdings, LLC, each subsidiary of Alamosa
                         (Delaware), Inc. listed on Schedule I thereto, and
                         Citicorp USA, Inc., as collateral agent.

         10.25++         Amended and Restated Pledge Agreement, dated as of
                         March 30, 2001, among Alamosa (Delaware), Inc., Alamosa
                         Holdings, LLC, each Subsidiary of Alamosa (Delaware),
                         Inc. listed on Schedule I thereto and Citicorp USA,
                         Inc., as collateral agent.

         10.26++         Amended and Restated Consent and Agreement, dated as of
                         March 30, 2001, by and among Sprint Spectrum L.P.,
                         SprintCom, Inc., Sprint Communications Company, L.P.,
                         Cox Communications PCS, L.P., Cox PCS License, LLC,
                         WirelessCo, L.P., and Citicorp USA, Inc., as
                         administrative agent.

         10.27           Addendum II to Sprint PCS Management Agreement
                         (Wisconsin), dated as of February 8, 2000, by and
                         between Sprint Spectrum L.P., WirelessCo, L.P., Sprint
                         Communications Company, L.P., and Alamosa Wisconsin
                         Limited Partnership as an amendment to Exhibit 10.5
                         above, filed as Exhibit 10.27 to Form 10-K of Alamosa
                         Holdings, Inc. for the year ended December 31, 2000,
                         dated March 27, 2001, which exhibit is incorporated
                         herein by reference.


                                      II-9

<PAGE>

         EXHIBIT
         NUMBER:         EXHIBIT TITLE

         10.28           Addendum III to Sprint PCS Management Agreement
                         (Wisconsin), dated as of April 25, 2000, by and between
                         Sprint Spectrum L.P., WirelessCo, L.P., Sprint
                         Communications Company, L.P., and Alamosa Wisconsin
                         Limited Partnership as an amendment to Exhibit 10.5
                         above, filed as Exhibit 10.28 to Form 10-K of Alamosa
                         Holdings, Inc. for the year ended December 31, 2000,
                         dated March 27, 2001, which exhibit is incorporated
                         herein by reference.

         10.29           Addendum IV to Sprint PCS Management Agreement
                         (Wisconsin), dated as of June 23, 2000, by and between
                         Sprint Spectrum L.P., WirelessCo, L.P., Sprint
                         Communications Company, L.P., and Alamosa Wisconsin
                         Limited Partnership as an amendment to Exhibit 10.5
                         above, filed as Exhibit 10.29 to Form 10-K of Alamosa
                         Holdings, Inc. for the year ended December 31, 2000,
                         dated March 27, 2001, which exhibit is incorporated
                         herein by reference.

         10.30           Addendum V to Sprint PCS Management Agreement
                         (Wisconsin), dated as of February 14, 2001, by and
                         between Sprint Spectrum L.P., WirelessCo, L.P., Sprint
                         Communications Company, L.P., and Alamosa Wisconsin
                         Limited Partnership as an amendment to Exhibit 10.5
                         above, filed as Exhibit 10.30 to Form 10-K of Alamosa
                         Holdings, Inc. for the year ended December 31, 2000,
                         dated March 27, 2001, which exhibit is incorporated
                         herein by reference.

         10.31           Addendum II to Sprint PCS Management Agreement, dated
                         as of February 8, 2000, by and between Sprint Spectrum
                         L.P., WirelessCo, L.P., Sprint Communications Company,
                         L.P., and Texas Telecommunications, LP as an amendment
                         to Exhibit 10.13 above, filed as Exhibit 10.31 to Form
                         10-K of Alamosa Holdings, Inc. for the year ended
                         December 31, 2000, dated March 27, 2001, which exhibit
                         is incorporated herein by reference.

         10.32           Addendum III to Sprint PCS Management Agreement, dated
                         as of April 25, 2000, by and between Sprint Spectrum
                         L.P., WirelessCo, L.P., Sprint Communications Company,
                         L.P., and Texas Telecommunications, LP as an amendment
                         to Exhibit 10.13 above, filed as Exhibit 10.32 to Form
                         10-K of Alamosa Holdings, Inc. for the year ended
                         December 31, 2000, dated March 27, 2001, which exhibit
                         is incorporated herein by reference.

         10.33           Addendum IV to Sprint PCS Management Agreement, dated
                         as of June 23, 20001, by and between Sprint Spectrum
                         L.P., WirelessCo, L.P., Sprint Communications Company,
                         L.P., and Texas Telecommunications, LP as an amendment
                         to Exhibit 10.13 above, filed as Exhibit 10.33 to Form
                         10-K of Alamosa Holdings, Inc. for the year ended
                         December 31, 2000, dated March 27, 2001, which exhibit
                         is incorporated herein by reference.


                                      II-10

<PAGE>


         EXHIBIT
         NUMBER:         EXHIBIT TITLE

         10.34           Addendum V to Sprint PCS Management Agreement, dated as
                         of January 8, 2001, by and between Sprint Spectrum
                         L.P., WirelessCo, L.P., Sprint Communications Company,
                         L.P., and Texas Telecommunications, LP as an amendment
                         to Exhibit 10.13 above, filed as Exhibit 10.34 to Form
                         10-K of Alamosa Holdings, Inc. for the year ended
                         December 31, 2000, dated March 27, 2001, which exhibit
                         is incorporated herein by reference.

         10.35           Addendum VI to Sprint PCS Management Agreement, dated
                         as of February 14, 2001, by and between Sprint Spectrum
                         L.P., WirelessCo, L.P., Sprint Communications Company,
                         L.P., and Texas Telecommunications, LP as an amendment
                         to Exhibit 10.13 above, filed as Exhibit 10.35 to Form
                         10-K of Alamosa Holdings, Inc. for the year ended
                         December 31, 2000, dated March 27, 2001, which exhibit
                         is incorporated herein by reference.

         10.36           Sprint PCS Management Agreement, dated as of June 8,
                         1998, as amended by Addendum I - VIII, between Sprint
                         Spectrum L.P., SprintCom, Inc. and Roberts Wireless
                         Communications, L.L.C, filed as Exhibit 10.36 to Form
                         10-K of Alamosa Holdings, Inc. for the year ended
                         December 31, 2000, dated March 27, 2001, which exhibit
                         is incorporated herein by reference.

         10.37           Sprint PCS Services Agreement, dated as of June 8,
                         1998, between Sprint Spectrum L.P. and Roberts Wireless
                         Communications, L.L.C., filed as Exhibit 10.37 to Form
                         10-K of Alamosa Holdings, Inc. for the year ended
                         December 31, 2000, dated March 27, 2001, which exhibit
                         is incorporated herein by reference.

         10.38           Sprint Trademark and Service Mark License Agreement,
                         dated as of June 8, 1998, between Sprint Communications
                         Company, L.P. and Roberts Wireless Communications,
                         L.L.C., filed as Exhibit 10.38 to Form 10-K of Alamosa
                         Holdings, Inc. for the year ended December 31, 2000,
                         dated March 27, 2001, which exhibit is incorporated
                         herein by reference.

         10.39           Sprint Spectrum Trademark and Service Mark License
                         Agreement, dated as of December 8, 1998, between Sprint
                         Spectrum L.P. and Roberts Wireless Communications,
                         L.L.C., filed as Exhibit 10.39 to Form 10-K of Alamosa
                         Holdings, Inc. for the year ended December 31, 2000,
                         dated March 27, 2001, which exhibit is incorporated
                         herein by reference.

         10.40           Sprint PCS Management Agreement, dated as of January
                         25, 1999, as amended by Addendum I - III, between
                         Sprint Spectrum L.P., WirelessCo, L.P. and Washington
                         Oregon Wireless, LLC, filed as Exhibit 10.40 to Form
                         10-K of Alamosa Holdings, Inc. for the year ended
                         December 31, 2000, dated March 27, 2001, which exhibit
                         is incorporated herein by reference.


                                      II-11

<PAGE>

         EXHIBIT
         NUMBER:         EXHIBIT TITLE

         10.41           Sprint PCS Services Agreement, dated as of January 25,
                         1999, between Sprint Spectrum L.P. and Washington
                         Oregon Wireless, LLC, filed as Exhibit 10.41 to Form
                         10-K of Alamosa Holdings, Inc. for the year ended
                         December 31, 2000, dated March 27, 2001, which exhibit
                         is incorporated herein by reference.

         10.42           Sprint Trademark and Service Mark License Agreement,
                         dated as of January 25, 1999, between Sprint
                         Communications Company, L.P. and Washington Oregon
                         Wireless, LLC, filed as Exhibit 10.42 to Form 10-K of
                         Alamosa Holdings, Inc. for the year ended December 31,
                         2000, dated March 27, 2001, which exhibit is
                         incorporated herein by reference.

         10.43           Sprint Spectrum Trademark and Service Mark License
                         Agreement, dated as of January 25, 1999, between Sprint
                         Spectrum L.P. and Washington Oregon Wireless, LLC,
                         filed as Exhibit 10.43 to Form 10-K of Alamosa
                         Holdings, Inc. for the year ended December 31, 2000,
                         dated March 27, 2001, which exhibit is incorporated
                         herein by reference.

         10.44+          Employment Agreement, effective as of July 24, 2000, by
                         and between Alamosa PCS Holdings, Inc. and Anthony
                         Sabatino, filed as Exhibit 10.44 to Form 10-K of
                         Alamosa Holdings, Inc. for the year ended December 31,
                         2000, dated March 27, 2001, which exhibit is
                         incorporated herein by reference.

         10.45++         Addendum VI to Sprint PCS Management Agreement
                         (Wisconsin), dated March 30, 2001, by and between
                         Sprint Spectrum L.P., WirelessCo, L.P., Sprint
                         Communications Company, L.P. and Alamosa Wisconsin
                         Limited Partnership, as an amendment to Exhibit 10.5
                         above.

         10.46++         Addendum VII to Sprint PCS Management Agreement, dated
                         as of March 30, 2001, by and between Sprint Spectrum
                         L.P., WirelessCo, L.P., Sprint Communications Company,
                         L.P. and Texas Telecommunications, LP, as an amendment
                         to Exhibit 10.13 above.

         10.47++         Addendum IX to Sprint PCS Management Agreement, dated
                         as of March 30, 2001, by and between Sprint Spectrum
                         L.P., WirelessCo, L.P., Sprint Communications Company,
                         L.P. and Roberts Wireless Communications, as an
                         amendment to Exhibit 10.36 above.

         10.48++         Addendum IV to Sprint PCS Management Agreement, dated
                         as of March 30, 2001, by and between Sprint Spectrum
                         L.P., WirelessCo, L.P., Sprint Communications Company,
                         L.P. and Washington Oregon Wireless, LLC, as an
                         amendment to Exhibit 10.40 above.

         10.49++         Sprint PCS Management Agreement, dated March 30, 2001,
                         as amended by Addendum IV, by and between Sprint
                         Spectrum, L.P., SprintCom, Inc. and Southwest PCS, L.P.

         10.50++         Sprint PCS Services Agreement, dated July 10, 1998,
                         between Sprint Spectrum L.P. and Southwest PCS, L.P.


                                      II-12

<PAGE>


         EXHIBIT
         NUMBER:         EXHIBIT TITLE

         10.51++         Sprint Trademark and Service Mark License Agreement,
                         dated July 10, 1998, between Sprint Communications
                         Company, L.P. and Southwest PCS, L.P.

         10.52++         Sprint Spectrum Trademark and Service Mark License
                         Agreement, dated July 10, 1998, between Sprint Spectrum
                         L.P. and Southwest PCS, L.P.

         12.1++          Statement Regarding the Computation of Ratio of
                         Earnings to Fixed Charges.

         21.1++          List of Subsidiaries.

         23.1++          Consent of PricewaterhouseCoopers.

         23.2++          Consent of Aldrich, Kilbride & Tatone, LLP.

         23.3++          Consent of Melman, Alton & Co.

         23.4+++         Consent of Skadden, Arps, Slate, Meagher & Flom LLP
                         (included in Exhibit 5.1 above).

         23.5++          Consent of PricewaterhouseCoopers.

         24.1++          Powers of Attorney (included as part of signature pages
                         to this registration statement).

         25.1++          Statement of Eligibility and Qualification on Form T-1
                         of Wells Fargo Bank Minnesota, N.A., as Trustee, under
                         the Indenture filed as Exhibit 4.4 hereto.

         99.1++          Form of Letter of Transmittal.

         99.2++          Form of Notice of Guaranteed Delivery.

         99.3++          Form of Letter to Brokers.

         99.4++          Form of Letter to Clients.


+        Exhibit is a management contract or compensatory plan.
++       Filed with this prospectus.
+++      To be filed by amendment.

ITEM 22.  UNDERTAKINGS

         (A) The undersigned Registrants hereby undertake:

                  (1) To file,  during any  period in which  offers or sales are
         being made, a post-effective amendment to this registration statement:

                           (i) To include any prospectus required by Section
                   10(a)(3) of the Securities Act of 1933;


                                      II-13

<PAGE>



                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the registration statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the registration
                  statement. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (if the total dollar
                  value of securities offered would not exceed that which was
                  registered) and any deviation from the low or high end of the
                  estimated maximum offering range may be reflected in the form
                  of prospectus filed with the Commission pursuant to Rule
                  424(b) if, in the aggregate, the changes in volume and price
                  represent no more than 20 percent change in the maximum
                  aggregate offering price set forth in the "Calculation of
                  Registration Fee" table in the effective registration
                  statement.

                           (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the registration statement or any material change to such
                  information in the registration statement;

                  (2) That, for the purpose of determining any liability under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (B) The undersigned Registrants hereby undertake:

                  Insofar as indemnification for liabilities arising under the
             Securities Act may be permitted to directors, officers and
             controlling persons of the Registrants pursuant to the foregoing
             provisions, or otherwise, the Registrants have been advised that
             in the opinion of the Securities and Exchange Commission such
             indemnification is against public policy as expressed in the
             Securities Act and is, therefore, unenforceable. In the event
             that a claim for indemnification against such liabilities (other
             than the payment by the Registrants of expenses incurred or paid
             by a director, officer or controlling person of the Registrants
             in the successful defense of any action, suit or proceeding) is
             asserted by such director, officer or controlling person in
             connection with the securities being registered, the Registrants
             will, unless in the opinion of its counsel the matter has been
             settled by controlling precedent, submit to a court of
             appropriate jurisdiction the question whether such
             indemnification by it is against public policy as expressed in
             the Securities Act and will be governed by the final adjudication
             of such issue.


                                      II-14

<PAGE>


         (C) The undersigned Registrants hereby undertake to respond to requests
for information that is incorporated by reference into the prospectus pursuant
to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated by first class mail or equally prompt
means. This includes information contained in documents filed subsequent to the
effective date of the registration statement through the date of responding to
the request.

         (D) The undersigned Registrants hereby undertake to supply by means of
a post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.






















                                      II-15
<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Lubbock,
State of Texas, on May 8, 2001.


                                          ALAMOSA (DELAWARE), INC.


                                          /s/ David E. Sharbutt       5/8/01
                                          ----------------------------------
                                          David E. Sharbutt
                                          Chairman of the Board of Directors
                                          and Chief Executive Officer

                                POWER OF ATTORNEY

         We, the undersigned officers and directors of Alamosa (Delaware), Inc.,
hereby severally and individually constitute and appoint David E. Sharbutt, the
true and lawful attorney and agent (with full power of substitution and
resubstitution in each case) of each of us to execute in the name, place and
stead of each of us (individually and in any capacity stated below) any and all
amendments to this registration statement and all instruments necessary or
advisable in connection therewith and to file the same with the Securities and
Exchange Commission, said attorney and agent to have power to act and to have
full power and authority to do and perform in the name and on behalf of each of
the undersigned every act whatsoever necessary or advisable to be done in the
premises as fully and to all intents and purposes as any of the undersigned
might or could do in person and we hereby ratify and confirm our signatures as
they may be signed by our said attorney and agent to any and all such amendments
and instruments.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.


                                   /s/ David E. Sharbutt                5/8/01
                                   --------------------------------------------
                                   David E. Sharbutt                      Date
                                   Chairman of the Board of Directors
                                   and Chief Executive Officer
                                   (Principal Executive Officer)



                                    /s/ Kendall W. Cowan                5/8/01
                                   ---------------------------------------------
                                   Kendall W. Cowan                        Date
                                   Chief Financial Officer
                                   (Principal Financial and Accounting Officer)





                                   ---------------------------------------------
                                   Michael R. Budagher                     Date
                                   Director




                                      II-16

<PAGE>



                                    /s/ Ray M. Clapp, Jr.                5/7/01
                                   ---------------------------------------------
                                   Ray M. Clapp, Jr.                       Date
                                   Director



                                    /s/ Scotty Hart                      5/7/01
                                   ---------------------------------------------
                                   Scotty Hart                             Date
                                   Director



                                    /s/ Thomas Hyde                      5/7/01
                                   ---------------------------------------------
                                   Thomas Hyde                             Date
                                   Director



                                    /s/ Schuyler B. Marshall             5/8/01
                                   ---------------------------------------------
                                   Schuyler B. Marshall                    Date
                                   Director



                                    /s/ Tom M. Phelps                    5/7/01
                                   ---------------------------------------------
                                   Tom M. Phelps                           Date
                                   Director



                                    /s/ Jimmy R. White                   5/7/01
                                   ---------------------------------------------
                                   Jimmy R. White                          Date
                                   Director




                                   ---------------------------------------------
                                   Thomas F. Riley                         Date
                                   Director




                                   ---------------------------------------------
                                   Michael V. Roberts                      Date
                                   Director



                                   ---------------------------------------------
                                   Steven C. Roberts                       Date
                                   Director

                                      II-17

<PAGE>


                                    Exhibits
                                    --------
<TABLE>
<CAPTION>
         EXHIBIT
         NUMBER:         EXHIBIT TITLE
         <S>             <C>
         2.1             Amended and Restated Agreement and Plan of
                         Reorganization, dated as of December 14, 2000, by and
                         among Alamosa PCS Holdings, Inc., Alamosa Holdings,
                         Inc., Alamosa (Delaware), Inc. and Alamosa Sub I, Inc.,
                         filed as Exhibit 2.1 to Amendment No. 1 to the
                         Registration State ment on Form S-4, dated January 12,
                         2001 (Registration No. 333-47916) of Alamosa Holdings,
                         Inc., which exhibit is incorporated herein by
                         reference.

         2.2             Amended and Restated Agreement and Plan of
                         Reorganization, dated as of July 31, 2000, by and among
                         Alamosa PCS Holdings, Inc., Alamosa Holdings, Inc.,
                         Alamosa Sub I, Inc., Roberts Wireless Communications,
                         LLC, and Members of Roberts Wireless Communications,
                         L.L.C., filed as Exhibit 2.2 to Amendment No. 1 to the
                         Registration Statement on Form S-4, dated January 12,
                         2001 (Registration No. 333-47916) of Alamosa Holdings,
                         Inc., which exhibit is incorporated herein by
                         reference.

         2.3             Amended and Restated Agreement and Plan of
                         Reorganization, dated as of July 31, 2000, by and among
                         Alamosa PCS Holdings, Inc., Alamosa Holdings, Inc.,
                         Alamosa Sub I, Inc., Washington Oregon Wireless, LLC,
                         Members of Washington Oregon Wireless, LLC and WOW
                         Holdings, LLC, filed as Exhibit 2.3 to Amendment No. 1
                         to the Registration State ment on Form S-4, dated
                         January 12, 2001 (Registration No. 333-47916) of
                         Alamosa Holdings, Inc., which exhibit is incorporated
                         herein by reference.

         2.4             Agreement and Plan of Merger, dated as of December 13,
                         2000, by and among Alamosa PCS Holdings, Inc., Twenty
                         Holdings, Inc. and Ten Acquisition, Inc., filed as
                         Exhibit 2.4 to Form 10-K of Alamosa Holdings, Inc. for
                         the year ended December 31, 2000, dated March 27, 2001,
                         which exhibit is incorporated herein by reference.

         2.5             Agreement and Plan of Merger, dated as of March 9,
                         2001, by and among Alamosa PCS Holdings, Inc., Forty
                         Acquisition, Inc., Southwest PCS Holdings, Inc.
                         ("Southwest") and the stockholders of Southwest, filed
                         as Exhibit 2.1 to the Current Report on Form 8-K, dated
                         April 5, 2001, of Alamosa Holdings, Inc., which exhibit
                         is incorporated herein by reference.

         3.1             Restated Certificate of Incorporation of Alamosa
                         (Delaware), Inc. filed as Exhibit 3.1 to Form 10-K
                         of Alamosa (Delaware), Inc. for the year ended
                         December 31, 2000, dated March 27, 2001, which exhibit
                         is incorporated herein by reference.

         3.2++           Amended and Restated Bylaws of Alamosa (Delaware), Inc.

         4.1++           Specimen Common Stock Certificate of Alamosa
                         (Delaware).


                                      II-18

<PAGE>


         EXHIBIT
         NUMBER:         EXHIBIT TITLE

         4.2             Form of Indenture for 12 7/8% Senior Discount Notes due
                         2010, by and among Alamosa PCS Holdings, Inc., the
                         Subsidiary Guarantors party thereto and Norwest Bank
                         Minnesota, N.A., as trustee, filed as Exhibit 4.1 to
                         Amendment No. 2 to the Registration Statement on Form
                         S-1, dated February 1, 2000 (Registration No.
                         333-93499) of Alamosa (Delaware), Inc. (formerly
                         Alamosa PCS Holdings, Inc.), which exhibit is
                         incorporated herein by reference.

         4.3             Form of Global Note relating to the Senior Discount
                         Notes due 2010, filed as Exhibit 4.2 to the
                         Registration Statement on Form S-1, as amended
                         (Registration No. 333-93499) of Alamosa (Delaware),
                         Inc. (formerly Alamosa PCS Holdings, Inc.), which
                         exhibit is incorporated herein by reference.

         4.4             Indenture for 12 1/2% Senior Notes due 2011, dated as
                         of January 31, 2001, by and among Alamosa (Delaware),
                         Inc., the Subsidiary Guarantors party thereto and Wells
                         Fargo Bank Minnesota, N.A., as trustee, filed as
                         Exhibit 4.4 to Form 10-K of Alamosa Holdings, Inc. for
                         the year ended December 31, 2000, dated March 27, 2001,
                         which exhibit is incorporated herein by reference.

         4.5             Form of Global Note relating to the Senior Notes due
                         2011, filed as Exhibit 4.5 to Form 10-K of Alamosa
                         Holdings, Inc. for the year ended December 31, 2000,
                         dated March 27, 2001, which exhibit is incorporated
                         herein by reference.

         4.6             First Supplemental Indenture for 12 7/8% Senior
                         Discount Notes due 2010, dated as of January 31, 2001,
                         among Alamosa Finance, LLC, LLC, Alamosa Limited, LLC
                         and Wells Fargo Bank Minnesota, N.A., (formerly known
                         as Norwest Bank Minnesota, N.A.), as trustee, filed as
                         Exhibit 4.6 to Form 10-K of Alamosa Holdings, Inc. for
                         the year ended December 31, 2000, dated March 27, 2001,
                         which exhibit is incorporated herein by reference.

         4.7             First Supplemental Indenture for 12 1/2% Senior Notes
                         due 2011, dated as of February 14, 2001, among Roberts
                         Wireless Communications, L.L.C., Roberts Wireless
                         Properties, LLC, Washington Oregon Wireless, LLC,
                         Alamosa Holdings, LLC, Alamosa Properties, L.P.,
                         Alamosa (Wisconsin) Properties, LLC, Washington Oregon
                         Wireless Properties, LLC, Washington Oregon Wireless
                         Licenses, LLC and Wells Fargo Bank Minnesota, N.A.,
                         (formerly known as Norwest Bank Minnesota, N.A.), as
                         trustee, filed as Exhibit 4.7 to Form 10-K of Alamosa
                         Holdings, Inc. for the year ended December 31, 2000,
                         dated March 27, 2001, which exhibit is incorporated
                         herein by reference.


                                      II-19

<PAGE>

         EXHIBIT
         NUMBER:         EXHIBIT TITLE

         4.8             Second Supplemental Indenture for 12 7/8% Senior
                         Discount Notes due 2010, dated as of February 14, 2001,
                         among Roberts Wireless Communications, L.L.C., Roberts
                         Wireless Properties, LLC, Washington Oregon Wireless,
                         LLC, Alamosa Holdings, LLC, Alamosa Properties, L.P.,
                         Alamosa (Wisconsin) Properties, LLC, Washington Oregon
                         Wireless Properties, LLC, Washington Oregon Wireless
                         Licenses, LLC and Wells Fargo Bank Minnesota, N.A.,
                         (formerly known as Norwest Bank Minnesota, N.A.), as
                         trustee, filed as Exhibit 4.8 to Form 10-K of Alamosa
                         Holdings, Inc. for the year ended December 31, 2000,
                         dated March 27, 2001, which exhibit is incorporated
                         herein by reference.

         4.9             Registration Rights Agreement, dated as of January 24,
                         2001, by and among Alamosa (Delaware), Inc. and Salomon
                         Smith Barney Inc., TD Securities (USA) Inc., Credit
                         Suisse First Boston Corporation, First Union
                         Securities, Inc., Lehman Brothers Inc., Scotia Capital
                         (USA) Inc., filed as Exhibit 4.9 to Form 10-K of
                         Alamosa Holdings, Inc. for the year ended December 31,
                         2000, dated March 27, 2001, which exhibit is
                         incorporated herein by reference.

         4.10++          Third Supplemental Indenture for 12 7/8% Senior
                         Discount Notes due 2010, dated as of March 30, 2001,
                         among SWLP, L.L.C., SWGP, L.L.C., Southwest PCS, L.P.,
                         Southwest PCS Properties, LLC, Southwest PCS Licenses,
                         LLC and Wells Fargo Bank Minnesota, N.A., as trustee.

         4.11++          Second Supplemental Indenture for 12 1/2% Senior Notes
                         due 2011, dated as of March 30, 2001, among SWLP,
                         L.L.C., SWGP, L.L.C., Southwest PCS, L.P., Southwest
                         PCS Properties, LLC, Southwest PCS Licenses, LLC and
                         Wells Fargo Bank Minnesota, N.A., as trustee.

         5.1+++          Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.

         10.1            CDMA 1900 SprintCom Additional Affiliate Agreement
                         dated as of December 21, 1998 by and between Alamosa
                         PCS, LLC and Northern Telecom, Inc., filed as Exhibit
                         10.1 to Amendment No. 3 to the Registration Statement
                         on Form S-1, dated February 1, 2000 (Registration No.
                         333-89995) of Alamosa (Delaware), Inc. (formerly
                         Alamosa PCS Holdings, Inc.), which exhibit is
                         incorporated herein by reference.

         10.2            Amendment No. 1 to DMS-MTX Cellular Supply Agreement
                         dated as of January 12, 1999 by and between Alamosa
                         PCS, LLC and Nortel Networks Inc. as an amendment to
                         Exhibit 10.1 described above, filed as Exhibit 10.2 to
                         Amendment No. 3 to the Registration Statement on Form
                         S-1, dated February 1, 2000 (Registration No.
                         333-89995) of Alamosa (Delaware), Inc. (formerly
                         Alamosa PCS Holdings, Inc.), which exhibit is
                         incorporated herein by reference.


                                      II-20

<PAGE>


         10.3            Amendment No. 2 to DMS-MTX Cellular Supply Agreement,
                         dated as of March 1, 1999 by and between Alamosa PCS,
                         LLC and Nortel Networks Inc. as an amendment to
                         Exhibits 10.1 and 10.2 described above, filed as
                         Exhibit 10.3 to Amendment No. 3 to the Registration
                         Statement on Form S-1, dated February 1, 2000
                         (Registration No. 333-89995) of Alamosa (Delaware),
                         Inc. (formerly Alamosa PCS Holdings, Inc.), which
                         exhibit is incorporated herein by reference.

         10.4            Amendment No. 3 to DMS-MTX Cellular Supply Agreement,
                         dated as of August 11, 1999 by and between Alamosa PCS,
                         LLC and Nortel Networks Inc. as an amendment to
                         Exhibits 10.1, 10.2 and 10.3 described above, filed as
                         Exhibit 10.4 to Amendment No. 1 to the Registration
                         Statement on Form S-1, dated December 22, 1999
                         (Registration No. 333-89995) of Alamosa (Delaware),
                         Inc. (formerly Alamosa PCS Holdings, Inc.), which
                         exhibit is incorporated herein by reference.

         10.5            Sprint PCS Management Agreement (Wisconsin), as amended
                         by Addendum I, dated as of December 6, 1999 by and
                         between Sprint Spectrum, LP, WirelessCo, LP and Alamosa
                         Wisconsin Limited Partnership, filed as Exhibit 10.10
                         to Amendment No. 3 to the Registration Statement on
                         Form S-1, dated February 1, 2000 (Registration No.
                         333-89995) of Alamosa (Delaware), Inc. (formerly
                         Alamosa PCS Holdings, Inc.), which exhibit is
                         incorporated herein by reference.

         10.6            Sprint PCS Services Agreement (Wisconsin,) dated as of
                         December 6, 1999, by and between Sprint Spectrum, LP
                         and Alamosa Wisconsin Limited Partnership, filed as
                         Exhibit 10.11 to Amendment No. 3 to the Registration
                         Statement on Form S-1, dated February 1, 2000
                         (Registration No. 333-89995) of Alamosa (Delaware),
                         Inc. (formerly Alamosa PCS Holdings, Inc.), which
                         exhibit is incorporated herein by reference.

         10.7            Sprint Trademark and Service Mark License Agreement
                         (Wisconsin), dated as of December 6, 1999, by and
                         between Sprint Communications Company, LP and Alamosa
                         Wisconsin Limited Partnership, filed as Exhibit 10.12
                         to Amendment No. 3 to the Registration Statement on
                         Form S-1, dated February 1, 2000 (Registration No.
                         333-89995) of Alamosa (Delaware), Inc. (formerly
                         Alamosa PCS Holdings, Inc.), which exhibit is
                         incorporated herein by reference.

         10.8            Sprint Spectrum Trademark and Service Mark License
                         Agreement (Wisconsin), dated as of December 6, 1999, by
                         and between Sprint Spectrum, LP and Alamosa Wisconsin
                         Limited Partnership, filed as Exhibit 10.13 to
                         Amendment No. 3 to the Registration Statement on Form
                         S-1, dated February 1, 2000 (Registration No.
                         333-89995) of Alamosa (Delaware), Inc. (formerly
                         Alamosa PCS Holdings, Inc.), which exhibit is
                         incorporated herein by reference.


                                      II-21

<PAGE>


         EXHIBIT
         NUMBER:         EXHIBIT TITLE

         10.9            Engineering Service Contract, System Design and
                         Construction Inspection, dated as of July 27, 1998, as
                         amended, by and between Alamosa PCS, LLC and Hicks &
                         Ragland Engineering Co., Inc., filed as Exhibit 10.14
                         to Amendment No. 1 to the Registration Statement on
                         Form S-1, dated December 22, 1999 (Registration No.
                         333-89995) of Alamosa (Delaware), Inc. (formerly
                         Alamosa PCS Holdings, Inc.), which exhibit is
                         incorporated herein by reference.

         10.10           Master Site Development and Lease Agreement, as
                         amended, dated as of August 1998, by and between
                         Alamosa PCS, LLC and Specialty Capital Services, Inc.,
                         filed as Exhibit 10.15 to Amendment No. 3 to the
                         Registration Statement on Form S-1, dated December 22,
                         1999 (Registration No. 333-89995) of Alamosa
                         (Delaware), Inc. (formerly Alamosa PCS Holdings, Inc.),
                         which exhibit is incorporated herein by reference.

         10.11+          Employment Agreement, effective as of October 1, 1999,
                         by and between Alamosa PCS LLC and David E. Sharbutt,
                         filed as Exhibit 10.20 to Amendment No. 2 to the
                         Registration Statement on Form S-1, dated January 19,
                         2000 (Registration No. 333-89995) of Alamosa
                         (Delaware), Inc. (formerly Alamosa PCS Holdings, Inc.),
                         which exhibit is incorporated herein by reference.

         10.12+          Employment Agreement, effective as of December 1, 1999,
                         by and between Alamosa PCS, LLC and Kendall W. Cowan,
                         filed as Exhibit 10.21 to Amendment No. 2 to the
                         Registration Statement on Form S-1, dated January 19,
                         2000 (Registration No. 333-89995) of Alamosa
                         (Delaware), Inc. (formerly Alamosa PCS Holdings, Inc.),
                         which exhibit is incorporated herein by reference.

         10.13           Sprint PCS Management Agreement, as amended by Addendum
                         I, dated as of December 23, 1999, by and between Sprint
                         Spectrum, LP, WirelessCo, LP, Cox Communications PCS,
                         L.P., Cox CPS License, LLC, SprintCom, Inc. and Alamosa
                         PCS, LLC, filed as Exhibit 10.22 to Amendment No. 3 to
                         the Registration Statement on Form S-1, dated January
                         19, 2000 (Registration No. 333-89995) of Alamosa
                         (Delaware), Inc. (formerly Alamosa PCS Holdings, Inc.),
                         which exhibit is incorporated herein by reference.

         10.14           Sprint PCS Services Agreement, dated as of December 23,
                         1999, by and between Sprint Spectrum, LP and Alamosa
                         PCS, LLC, filed as Exhibit 10.23 to Amendment No. 2 to
                         the Registration Statement on Form S-1, dated January
                         19, 2000 (Registration No. 333-89995) of Alamosa
                         (Delaware), Inc. (formerly Alamosa PCS Holdings, Inc.),
                         which exhibit is incorporated herein by reference.


                                      II-22

<PAGE>


         EXHIBIT
         NUMBER:         EXHIBIT TITLE

         10.15           Sprint Trademark and Service Mark License Agreement,
                         dated as of December 23, 1999 by and between Sprint
                         Communications Company, LP and Alamosa PCS, LLC, filed
                         as Exhibit 10.24 to Amendment No. 2 to the Registration
                         Statement on Form S-1, dated January 19, 2000
                         (Registration No. 333-89995) of Alamosa (Delaware),
                         Inc. (formerly Alamosa PCS Holdings, Inc.), which
                         exhibit is incorporated herein by reference.

         10.16           Sprint Spectrum Trademark and Service Mark Agreement,
                         dated as of December 23, 1999, by and between Sprint
                         Spectrum, LP and Alamosa PCS, LLC, filed as Exhibit
                         10.25 to Amendment No. 2 to the Registration Statement
                         on Form S-1, dated January 19, 2000 (Registration No.
                         333-89995) of Alamosa (Delaware), Inc. (formerly
                         Alamosa PCS Holdings, Inc.), which exhibit is
                         incorporated herein by reference.

         10.17           Amendment No. 4 to DMS-MTX Cellular Supply Agreement by
                         and between Alamosa PCS, LLC and Nortel Networks Inc.
                         as an amendment to Exhibits 10.1, 10.2, 10.3 and 10.4
                         described above, effective as of February 8, 2000,
                         filed as Exhibit 10.20 to Form 10-K of Alamosa
                         (Delaware), Inc. (formerly Alamosa PCS Holdings, Inc.),
                         for the year ended December 31, 1999, dated March 23,
                         2000 which exhibit is incorporated herein by reference.

         10.18+          Amended and Restated Employment Agreement effective as
                         of October 1, 1999 by and between Alamosa PCS, LLC and
                         Jerry Brantley, filed as Exhibit 10.29 to Amendment No.
                         2 to the Registration Statement on Form S-1, dated
                         January 19, 2000 (Registration No. 333-89995) of
                         Alamosa (Delaware), Inc. (formerly Alamosa PCS
                         Holdings, Inc.), which exhibit is incorporated herein
                         by reference.

         10.19+          Amended and Restated Employment Agreement, effective as
                         of October 1, 1999, by and between Alamosa PCS, LLC and
                         W. Don Stull, filed as Exhibit 10.21 to the
                         Registration Statement on Form S-4, dated October 12,
                         2000 (Registration No. 333-47916) of Alamosa Holdings,
                         Inc., which exhibit is incorporated herein by
                         reference.

         10.20           Amended and Restated Master Design Build Agreement,
                         dated as of March 21, 2000, by and between Texas
                         Telecommunications, L.P. and Alamosa Wisconsin Limited
                         Partnership and SBA Towers, Inc., filed as Exhibit
                         10.23 to Form 10-K of Alamosa (Delaware), Inc.
                         (formerly Alamosa PCS Holdings, Inc.), for the year
                         ended December 31, 1999, dated March 23, 2000 which
                         exhibit is incorporated herein by reference.

         10.21+          Employment Agreement effective as of June 1, 2000, by
                         and between Alamosa, Texas Telecommunications, LP and
                         Loyd Rinehart, filed as Exhibit 10.25 to the
                         Registration Statement on Form S-4, dated October 12,
                         2001 (Registration No. 333-47916) of Alamosa Holdings,
                         Inc., which exhibit is incorporated herein by
                         reference.


                                      II-23

<PAGE>

         EXHIBIT
         NUMBER:         EXHIBIT TITLE

         10.22           Security Agreement, dated as of January 31, 2001, by
                         and among Alamosa (Delaware), Inc., Wells Fargo Bank
                         Minnesota, N.A., as security agent, Wells Fargo Bank
                         Minnesota, N.A., as collateral agent, Wells Fargo Bank
                         Minnesota, N.A., as trustee under the 2001 Indenture
                         (as to paragraph 6(b) and Wells Fargo Bank Minnesota,
                         N.A., as trustee under the 2000 Indenture (as to
                         paragraph 6(b)), filed as Exhibit 10.22 to Form 10-K of
                         Alamosa Holdings, Inc. for the year ended December 31,
                         2000, dated March 27, 2001, which exhibit is
                         incorporated herein by reference.

         10.23++         Amended and Restated Credit Agreement, dated as of
                         March 30, 2001, by and among Alamosa Holdings, LLC,
                         Alamosa Holdings, Inc., Alamosa (Delaware), Inc., the
                         lenders party thereto, Citicorp USA, Inc., as
                         administrative and collateral agent, Export
                         Development Corporation, as co-documentation agent,
                         First Union National Bank, as documentation agent,
                         Toronto Dominion (Texas), Inc. as syndication agent,
                         Export Development Corporation and First Union
                         Securities, Inc., as lead arrangers and Salomon Smith
                         Barney Inc. and TD Securities (USA) Inc. as joint lead
                         arrangers and joint book managers, for a $333,000,000
                         credit facility, as amended by the First Amendment and
                         Waiver dated May 8, 2001 (attached thereto).

         10.24++         Amended and Restated Security Agreement, dated as of
                         March 30, 2001, by and among Alamosa (Delaware), Inc.,
                         Alamosa Holdings, LLC, each subsidiary of Alamosa
                         (Delaware), Inc. listed on Schedule I thereto, and
                         Citicorp USA, Inc., as collateral agent.

         10.25++         Amended and Restated Pledge Agreement, dated as of
                         March 30, 2001, among Alamosa (Delaware), Inc., Alamosa
                         Holdings, LLC, each Subsidiary of Alamosa (Delaware),
                         Inc. listed on Schedule I thereto and Citicorp USA,
                         Inc., as collateral agent.

         10.26++         Amended and Restated Consent and Agreement, dated as of
                         March 30, 2001, by and among Sprint Spectrum L.P.,
                         SprintCom, Inc., Sprint Communications Company, L.P.,
                         Cox Communications PCS, L.P., Cox PCS License, LLC,
                         WirelessCo, L.P., and Citicorp USA, Inc., as
                         administrative agent.

         10.27           Addendum II to Sprint PCS Management Agreement
                         (Wisconsin), dated as of February 8, 2000, by and
                         between Sprint Spectrum L.P., WirelessCo, L.P., Sprint
                         Communications Company, L.P., and Alamosa Wisconsin
                         Limited Partnership as an amendment to Exhibit 10.5
                         above, filed as Exhibit 10.27 to Form 10-K of Alamosa
                         Holdings, Inc. for the year ended December 31, 2000,
                         dated March 27, 2001, which exhibit is incorporated
                         herein by reference.


                                      II-24

<PAGE>

         EXHIBIT
         NUMBER:         EXHIBIT TITLE

         10.28           Addendum III to Sprint PCS Management Agreement
                         (Wisconsin), dated as of April 25, 2000, by and between
                         Sprint Spectrum L.P., WirelessCo, L.P., Sprint
                         Communications Company, L.P., and Alamosa Wisconsin
                         Limited Partnership as an amendment to Exhibit 10.5
                         above, filed as Exhibit 10.28 to Form 10-K of Alamosa
                         Holdings, Inc. for the year ended December 31, 2000,
                         dated March 27, 2001, which exhibit is incorporated
                         herein by reference.

         10.29           Addendum IV to Sprint PCS Management Agreement
                         (Wisconsin), dated as of June 23, 2000, by and between
                         Sprint Spectrum L.P., WirelessCo, L.P., Sprint
                         Communications Company, L.P., and Alamosa Wisconsin
                         Limited Partnership as an amendment to Exhibit 10.5
                         above, filed as Exhibit 10.29 to Form 10-K of Alamosa
                         Holdings, Inc. for the year ended December 31, 2000,
                         dated March 27, 2001, which exhibit is incorporated
                         herein by reference.

         10.30           Addendum V to Sprint PCS Management Agreement
                         (Wisconsin), dated as of February 14, 2001, by and
                         between Sprint Spectrum L.P., WirelessCo, L.P., Sprint
                         Communications Company, L.P., and Alamosa Wisconsin
                         Limited Partnership as an amendment to Exhibit 10.5
                         above, filed as Exhibit 10.30 to Form 10-K of Alamosa
                         Holdings, Inc. for the year ended December 31, 2000,
                         dated March 27, 2001, which exhibit is incorporated
                         herein by reference.

         10.31           Addendum II to Sprint PCS Management Agreement, dated
                         as of February 8, 2000, by and between Sprint Spectrum
                         L.P., WirelessCo, L.P., Sprint Communications Company,
                         L.P., and Texas Telecommunications, LP as an amendment
                         to Exhibit 10.13 above, filed as Exhibit 10.31 to Form
                         10-K of Alamosa Holdings, Inc. for the year ended
                         December 31, 2000, dated March 27, 2001, which exhibit
                         is incorporated herein by reference.

         10.32           Addendum III to Sprint PCS Management Agreement, dated
                         as of April 25, 2000, by and between Sprint Spectrum
                         L.P., WirelessCo, L.P., Sprint Communications Company,
                         L.P., and Texas Telecommunications, LP as an amendment
                         to Exhibit 10.13 above, filed as Exhibit 10.32 to Form
                         10-K of Alamosa Holdings, Inc. for the year ended
                         December 31, 2000, dated March 27, 2001, which exhibit
                         is incorporated herein by reference.

         10.33           Addendum IV to Sprint PCS Management Agreement, dated
                         as of June 23, 20001, by and between Sprint Spectrum
                         L.P., WirelessCo, L.P., Sprint Communications Company,
                         L.P., and Texas Telecommunications, LP as an amendment
                         to Exhibit 10.13 above, filed as Exhibit 10.33 to Form
                         10-K of Alamosa Holdings, Inc. for the year ended
                         December 31, 2000, dated March 27, 2001, which exhibit
                         is incorporated herein by reference.


                                      II-25

<PAGE>


         EXHIBIT
         NUMBER:         EXHIBIT TITLE

         10.34           Addendum V to Sprint PCS Management Agreement, dated as
                         of January 8, 2001, by and between Sprint Spectrum
                         L.P., WirelessCo, L.P., Sprint Communications Company,
                         L.P., and Texas Telecommunications, LP as an amendment
                         to Exhibit 10.13 above, filed as Exhibit 10.34 to Form
                         10-K of Alamosa Holdings, Inc. for the year ended
                         December 31, 2000, dated March 27, 2001, which exhibit
                         is incorporated herein by reference.

         10.35           Addendum VI to Sprint PCS Management Agreement, dated
                         as of February 14, 2001, by and between Sprint Spectrum
                         L.P., WirelessCo, L.P., Sprint Communications Company,
                         L.P., and Texas Telecommunications, LP as an amendment
                         to Exhibit 10.13 above, filed as Exhibit 10.35 to Form
                         10-K of Alamosa Holdings, Inc. for the year ended
                         December 31, 2000, dated March 27, 2001, which exhibit
                         is incorporated herein by reference.

         10.36           Sprint PCS Management Agreement, dated as of June 8,
                         1998, as amended by Addendum I - VIII, between Sprint
                         Spectrum L.P., SprintCom, Inc. and Roberts Wireless
                         Communications, L.L.C, filed as Exhibit 10.36 to Form
                         10-K of Alamosa Holdings, Inc. for the year ended
                         December 31, 2000, dated March 27, 2001, which exhibit
                         is incorporated herein by reference.

         10.37           Sprint PCS Services Agreement, dated as of June 8,
                         1998, between Sprint Spectrum L.P. and Roberts Wireless
                         Communications, L.L.C., filed as Exhibit 10.37 to Form
                         10-K of Alamosa Holdings, Inc. for the year ended
                         December 31, 2000, dated March 27, 2001, which exhibit
                         is incorporated herein by reference.

         10.38           Sprint Trademark and Service Mark License Agreement,
                         dated as of June 8, 1998, between Sprint Communications
                         Company, L.P. and Roberts Wireless Communications,
                         L.L.C., filed as Exhibit 10.38 to Form 10-K of Alamosa
                         Holdings, Inc. for the year ended December 31, 2000,
                         dated March 27, 2001, which exhibit is incorporated
                         herein by reference.

         10.39           Sprint Spectrum Trademark and Service Mark License
                         Agreement, dated as of December 8, 1998, between Sprint
                         Spectrum L.P. and Roberts Wireless Communications,
                         L.L.C., filed as Exhibit 10.39 to Form 10-K of Alamosa
                         Holdings, Inc. for the year ended December 31, 2000,
                         dated March 27, 2001, which exhibit is incorporated
                         herein by reference.

         10.40           Sprint PCS Management Agreement, dated as of January
                         25, 1999, as amended by Addendum I - III, between
                         Sprint Spectrum L.P., WirelessCo, L.P. and Washington
                         Oregon Wireless, LLC, filed as Exhibit 10.40 to Form
                         10-K of Alamosa Holdings, Inc. for the year ended
                         December 31, 2000, dated March 27, 2001, which exhibit
                         is incorporated herein by reference.


                                      II-26

<PAGE>

         EXHIBIT
         NUMBER:         EXHIBIT TITLE

         10.41           Sprint PCS Services Agreement, dated as of January 25,
                         1999, between Sprint Spectrum L.P. and Washington
                         Oregon Wireless, LLC, filed as Exhibit 10.41 to Form
                         10-K of Alamosa Holdings, Inc. for the year ended
                         December 31, 2000, dated March 27, 2001, which exhibit
                         is incorporated herein by reference.

         10.42           Sprint Trademark and Service Mark License Agreement,
                         dated as of January 25, 1999, between Sprint
                         Communications Company, L.P. and Washington Oregon
                         Wireless, LLC, filed as Exhibit 10.42 to Form 10-K of
                         Alamosa Holdings, Inc. for the year ended December 31,
                         2000, dated March 27, 2001, which exhibit is
                         incorporated herein by reference.

         10.43           Sprint Spectrum Trademark and Service Mark License
                         Agreement, dated as of January 25, 1999, between Sprint
                         Spectrum L.P. and Washington Oregon Wireless, LLC,
                         filed as Exhibit 10.43 to Form 10-K of Alamosa
                         Holdings, Inc. for the year ended December 31, 2000,
                         dated March 27, 2001, which exhibit is incorporated
                         herein by reference.

         10.44+          Employment Agreement, effective as of July 24, 2000, by
                         and between Alamosa PCS Holdings, Inc. and Anthony
                         Sabatino, filed as Exhibit 10.44 to Form 10-K of
                         Alamosa Holdings, Inc. for the year ended December 31,
                         2000, dated March 27, 2001, which exhibit is
                         incorporated herein by reference.

         10.45++         Addendum VI to Sprint PCS Management Agreement
                         (Wisconsin), dated March 30, 2001, by and between
                         Sprint Spectrum L.P., WirelessCo, L.P., Sprint
                         Communications Company, L.P. and Alamosa Wisconsin
                         Limited Partnership, as an amendment to Exhibit 10.5
                         above.

         10.46++         Addendum VII to Sprint PCS Management Agreement, dated
                         as of March 30, 2001, by and between Sprint Spectrum
                         L.P., WirelessCo, L.P., Sprint Communications Company,
                         L.P. and Texas Telecommunications, LP, as an amendment
                         to Exhibit 10.13 above.

         10.47++         Addendum IX to Sprint PCS Management Agreement, dated
                         as of March 30, 2001, by and between Sprint Spectrum
                         L.P., WirelessCo, L.P., Sprint Communications Company,
                         L.P. and Roberts Wireless Communications, as an
                         amendment to Exhibit 10.36 above.

         10.48++         Addendum IV to Sprint PCS Management Agreement, dated
                         as of March 30, 2001, by and between Sprint Spectrum
                         L.P., WirelessCo, L.P., Sprint Communications Company,
                         L.P. and Washington Oregon Wireless, LLC, as an
                         amendment to Exhibit 10.40 above.

         10.49++         Sprint PCS Management Agreement, dated March 30, 2001,
                         as amended by Addendum IV, by and between Sprint
                         Spectrum, L.P., SprintCom, Inc. and Southwest PCS, L.P.

         10.50++         Sprint PCS Services Agreement, dated July 10, 1998,
                         between Sprint Spectrum L.P. and Southwest PCS, L.P.


                                      II-27

<PAGE>


         EXHIBIT
         NUMBER:         EXHIBIT TITLE

         10.51++         Sprint Trademark and Service Mark License Agreement,
                         dated July 10, 1998, between Sprint Communications
                         Company, L.P. and Southwest PCS, L.P.

         10.52++         Sprint Spectrum Trademark and Service Mark License
                         Agreement, dated July 10, 1998, between Sprint Spectrum
                         L.P. and Southwest PCS, L.P.

         12.1++          Statement Regarding the Computation of Ratio of
                         Earnings to Fixed Charges.

         21.1++          List of Subsidiaries.

         23.1++          Consent of PricewaterhouseCoopers.

         23.2++          Consent of Aldrich, Kilbride & Tatone, LLP.

         23.3++          Consent of Melman, Alton & Co.

         23.4+++         Consent of Skadden, Arps, Slate, Meagher & Flom LLP
                         (included in Exhibit 5.1 above).

         23.5++          Consent of PricewaterhouseCoopers.

         24.1++          Powers of Attorney (included as part of signature pages
                         to this registration statement).

         25.1++          Statement of Eligibility and Qualification on Form T-1
                         of Wells Fargo Bank Minnesota, N.A., as Trustee, under
                         the Indenture filed as Exhibit 4.4 hereto.

         99.1++          Form of Letter of Transmittal.

         99.2++          Form of Notice of Guaranteed Delivery.

         99.3++          Form of Letter to Brokers.

         99.4++          Form of Letter to Clients.
</TABLE>


+        Exhibit is a management contract or compensatory plan.
++       Filed with this prospectus.
+++      To be filed by amendment.






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>2
<FILENAME>file002.txt
<TEXT>

<PAGE>

                                                                    Exhibit 3.2
                                                                    -----------



                          AMENDED AND RESTATED BY-LAWS

                                       OF

                            ALAMOSA (DELAWARE), INC.

                   (hereinafter called the "Corporation")


                                   ARTICLE I
                                    OFFICES

          Section 1. Registered Office. The registered office of the
Corporation shall be in the City of Wilmington, County of New Castle, State
of Delaware.

          Section 2. Other Offices. The Corporation may also have offices at
such other places both within and without the State of Delaware as the Board of
Directors may from time to time determine.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

          Section 1. Place of Meetings. Meetings of the stockholders for the
election of directors or for any other purpose shall be held at such time and
place, either within or without the State of Delaware as shall be designated
from time to time by the Board of Directors.

          Section 2. Annual Meetings. The Annual Meetings of Stockholders for
the election of directors shall be held on such date and at such time as shall
be designated from time to time by the Board of Directors. Any other proper
business may be transacted at the Annual Meeting of Stockholders.

          Section 3. Special Meetings. Unless otherwise required by law or by
the certificate of incorporation of the Corporation, as amended and restated
from time to time (the "Certificate of Incorporation"), Special Meetings of
Stockholders, for any purpose or purposes, may be called by either (i) the
Chairman, if there be one, or (ii) the President, (iii) any Vice President, if
there be one, (iv) the Secretary or (v) any Assistant Secretary, if there be
one, and shall be called by any such officer at the request in writing of (i)
the Board of Directors, (ii) a committee of the Board of Directors that has
been duly designated by the Board of Directors and whose powers and authority
include the power to call such meetings or (iii) stockholders owning a majority
of the capital stock of the Corporation issued and outstanding and entitled to
vote. Such request shall state the purpose or purposes of the proposed meeting.
At a Special Meeting of Stockholders, only such business shall be conducted as
shall be specified in the notice of meeting (or any supplement thereto).

          Section 4. Notice. Whenever stockholders are required or permitted to
take any action at a meeting, a written notice of the meeting shall be given
which shall state the place, date and hour of the meeting, and, in the case of
a special meeting, the purpose or purposes for which the meeting is called.
Unless otherwise required by law, the written notice of any meeting shall be
given not less than ten nor more than sixty days before the date of the meeting
to each stockholder entitled to vote at such meeting.



                                     Page 1
<PAGE>

          Section 5. Adjournments. Any meeting of the stockholders may be
adjourned from time to time to reconvene at the same or some other place, and
notice need not be given of any such adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken. At the
adjourned meeting, the Corporation may transact any business which might have
been trans acted at the original meeting. If the adjournment is for more than
thirty days, or if after the adjournment a new record date is fixed for the
adjourned meeting, notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.

          Section 6. Quorum. Unless otherwise required by law or the
Certificate of Incorporation, the holders of a majority of the capital stock
issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business. A quorum, once established, shall
not be broken by the withdrawal of enough votes to leave less than a quorum.
If, however, such quorum shall not be present or represented at any meeting of
the stockholders, the stockholders entitled to vote thereat, present in person
or represented by proxy, shall have power to adjourn the meeting from time to
time, in the manner provided in Section 5, until a quorum shall be present or
represented.

          Section 7. Voting. Unless otherwise required by law, the Certificate
of Incorporation or these By-laws, any question brought before any meeting of
stockholders, other than the election of directors, shall be decided by the
vote of the holders of a majority of the total number of votes of the capital
stock represented and entitled to vote thereat, voting as a single class.
Unless otherwise provided in the Certificate of Incorporation, and subject to
Section 5 of Article V hereof, each stockholder represented at a meeting of
stockholders shall be entitled to cast one vote for each share of the capital
stock entitled to vote thereat held by such stockholder. Such votes may be cast
in person or by proxy but no proxy shall be voted on or after three years from
its date, unless such proxy provides for a longer period. The Board of
Directors, in its discretion, or the officer of the Corporation presiding at a
meeting of stockholders, in such officer's discretion, may require that any
votes cast at such meeting shall be cast by written ballot.

          Section 8. Consent of Stockholders in Lieu of Meeting. Unless
otherwise provided in the Certificate of Incorporation, any action required or
permitted to be taken at any Annual or Special Meeting of Stockholders of the
Corporation, may be taken without a meeting, without prior notice and without a
vote, if a consent or consents in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted and shall be delivered to the Corporation by delivery to its
registered office in the State of Delaware, its principal place of business, or
an officer or agent of the corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made to the
Corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested. Every written consent shall bear the date of
signature of each stockholder who signs the consent and no written consent
shall be effective to take the corporate action referred to therein unless,
within sixty days of the earliest dated consent delivered in the manner
required by this Section 8 to the Corporation, written consents signed by a
sufficient number of holders to take action are delivered to the Corporation by
delivery to its registered office in the state of Delaware, its principal place
of business, or an officer or agent of the Corporation having custody of the
book in which proceedings of meetings of stockholders are recorded. Prompt
notice of the taking of the corporate action without a meeting by less than
unanimous written consent shall be given to those stockholders who have not
consented in writing and who, if the action had been taken at a meeting, would
have been entitled to notice of the meeting if the record date for such meeting
had been the date that written consents signed by a sufficient number of
holders to take the action were delivered to the Corporation as provided above
in this section.



                                     Page 2
<PAGE>

          Section 9. List of Stockholders Entitled to Vote. The officer of the
Corporation who has charge of the stock ledger of the Corporation shall prepare
and make, at least ten days before every meeting of stockholders, a complete
list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open
to the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder of the Corporation who is
present.


          Section 10. Stock Ledger. The stock ledger of the Corporation shall
be the only evidence as to who are the stockholders entitled to examine the
stock ledger, the list required by Section 9 of this Article II or the books of
the Corporation, or to vote in person or by proxy at any meeting of
stockholders.

          Section 11. Conduct of Meetings. The Board of Directors of the
Corporation may adopt by resolution such rules and regulations for the conduct
of the meeting of the stockholders as it shall deem appropriate. Except to the
extent inconsistent with such rules and regulations as adopted by the Board of
Directors, the chairman of any meeting of the stockholders shall have the right
and authority to prescribe such rules, regulations and procedures and to do all
such acts as, in the judgment of such chairman, are appropriate for the proper
conduct of the meeting. Such rules, regulations or procedures, whether adopted
by the Board of Directors or prescribed by the chairman of the meeting, may
include, without limitation, the following: (i) the establishment of an agenda
or order of business for the meeting; (ii) the determination of when the polls
shall open and close for any given matter to be voted on at the meeting; (iii)
rules and procedures for maintaining order at the meeting and the safety of
those present; (iv) limitations on attendance at or participation in the
meeting to stockholders of record of the corporation, their duly authorized and
constituted proxies or such other persons as the chairman of the meeting shall
determine; (v) restrictions on entry to the meeting after the time fixed for
the commencement thereof; and (vi) limitations on the time allotted to
questions or comments by participants.



                                     Page 3
<PAGE>

                                  ARTICLE III
                                   DIRECTORS

          Section 1. Number and Election of Directors. The Board of Directors
shall consist of not less than three and shall be fixed from time exclusively
by the Board of Directors. Except as provided in Section 2 of this Article III,
directors shall be elected by a plurality of the votes cast at the Annual
Meetings of Stockholders and each director so elected shall hold office until
the next Annual Meeting of Stockholders and until such director's successor is
duly elected and qualified, or until such director's earlier death, resignation
or removal. Any director may resign at any time upon written notice to the
Corporation. Directors need not be stockholders.

          Section 2. Vacancies. Unless otherwise required by law or the
Certificate of Incorporation, vacancies arising through death, resignation,
removal, an increase in the number of directors or otherwise may be filled only
by a majority of the directors then in office, though less than a quorum, or by
a sole remaining director, and the directors so chosen shall hold office until
the next annual election and until their successors are duly elected and
qualified, or until their earlier death, resignation or removal.

          Section 3. Duties and Powers. The business and affairs of the
Corporation shall be managed by or under the direction of the Board of
Directors which may exercise all such powers of the Corporation and do all such
lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these By-Laws required to be exercised or done by the
stockholders.

          Section 4. Meetings. The Board of Directors may hold meetings, both
regular and special, either within or without the State of Delaware. Regular
meetings of the Board of Directors may be held without notice at such time and
at such place as may from time to time be determined by the Board of Directors.
Special meetings of the Board of Directors may be called by the Chairman, if
there be one, the President, or by any director. Notice thereof stating the
place, date and hour of the meeting shall be given to each director either by
mail not less than forty-eight (48) hours before the date of the meeting, by
telephone or telegram on twenty-four (24) hours' notice, or on such shorter
notice as the person or persons calling such meeting may deem necessary or
appropriate in the circumstances.

          Section 5. Quorum. Except as otherwise required by law or the
Certificate of Incorporation, at all meetings of the Board of Directors, a
majority of the entire Board of Directors shall constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board of
Directors. If a quorum shall not be present at any meeting of the Board of
Directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting of the time and
place of the adjourned meeting, until a quorum shall be present.

                                     Page 4
<PAGE>

          Section 6. Actions by Written Consent. Unless otherwise provided in
the Certificate of Incorporation, or these By-Laws, any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting, if all the members of the
Board of Directors or commit tee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes of proceedings
of the Board of Directors or committee.

          Section 7. Meetings by Means of Conference Telephone. Unless
otherwise provided in the Certificate of Incorporation, members of the Board of
Directors of the Corporation, or any committee thereof, may participate in a
meeting of the Board of Directors or such committee by means of a conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a
meeting pursuant to this Section 7 shall constitute presence in person at such
meeting.

          Section 8. Committees. The Board of Directors may designate one or
more committees, each committee to consist of one or more of the directors of
the Corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of any such committee. In the absence or disqualification
of a member of a committee, and in the absence of a designation by the Board of
Directors of an alternate member to replace the absent or disqualified member,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not such member or members constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any absent or disqualified member. Any committee, to
the extent permitted by law and provided in the resolution establishing such
committee, shall have and may exercise all the powers and authority of the
Board of Directors in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to all
papers which may require it. Each committee shall keep regular minutes and
report to the Board of Directors when required.

          Section 9. Compensation. The directors may be paid their expenses, if
any, of attendance at each meeting of the Board of Directors and may be paid a
fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as director, payable in cash or securities. No such payment shall
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor. Members of special or standing committees may
be allowed like compensation for attending committee meetings.

          Section 10. Interested Directors. No contract or transaction between
the Corporation and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof
which authorizes the contract or transaction, or solely because the director or
officer's vote is counted for such purpose if (i) the material facts as to the
director or officer's relationship or interest and as to the contract or
transaction are disclosed or are known to the Board of Directors or the
committee, and the Board of Directors or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or (ii) the material facts as to the director or officer's relationship
or interest and as to the contract or transaction are disclosed or are known to
the stockholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the stockholders; or (iii) the
contract or transaction is fair as to the Corporation as of the time it is
authorized, approved or ratified by the Board of Directors, a committee thereof
or the stockholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction.

                                     Page 5
<PAGE>

                                   ARTICLE IV
                                    OFFICERS

          Section 1. General. The officers of the Corporation shall be chosen
by the Board of Directors and shall be a President, a Secretary and a
Treasurer. The Board of Directors, in its discretion, also may choose a
Chairman of the Board of Directors (who must be a director) and one or more
Vice Presidents, Assistant Secretaries, Assistant Treasurers and other
officers. Any number of offices may be held by the same person, unless
otherwise prohibited by law or the Certificate of Incorporation. The officers
of the Corporation need not be stockholders of the Corporation nor, except in
the case of the Chairman of the Board of Directors, need such officers be
directors of the Corporation.

          Section 2. Election. The Board of Directors, at its first meeting
held after each Annual Meeting of Stockholders (or action by written consent of
stockholders in lieu of the Annual Meeting of Stockholders), shall elect the
officers of the Corporation who shall hold their offices for such terms and
shall exercise such powers and perform such duties as shall be determined from
time to time by the Board of Directors; and all officers of the Corporation
shall hold office until their successors are chosen and qualified, or until
their earlier death, resignation or removal. Any officer elected by the Board
of Directors may be removed at any time by the affirmative vote of the Board of
Directors. Any vacancy occurring in any office of the Corporation shall be
filled by the Board of Directors. The salaries of all officers of the
Corporation shall be fixed by the Board of Directors.

          Section 3. Voting Securities Owned by the Corporation. Powers of
attorney, proxies, waivers of notice of meeting, consents and other instruments
relating to securities owned by the Corporation may be executed in the name of
and on behalf of the Corporation by the President or any Vice President or any
other officer authorized to do so by the Board of Directors and any such
officer may, in the name of and on behalf of the Corporation, take all such
action as any such officer may deem advisable to vote in person or by proxy at
any meeting of security holders of any corporation in which the Corporation may
own securities and at any such meeting shall possess and may exercise any and
all rights and power incident to the ownership of such securities and which, as
the owner thereof, the Corporation might have exercised and possessed if
present. The Board of Directors may, by resolution, from time to time confer
like powers upon any other person or persons.



                                     Page 6
<PAGE>

          Section 4. Chairman of the Board of Directors. The Chairman of the
Board of Directors, if there be one, shall preside at all meetings of the
stockholders and of the Board of Directors. The Chairman of the Board of
Directors shall be the Chief Executive Officer of the Corporation, unless the
Board of Directors designates the President as the Chief Executive Officer,
and, except where by law the signature of the President is required, the
Chairman of the Board of Directors shall possess the same power as the
President to sign all contracts, certificates and other instruments of the
Corporation which may be authorized by the Board of Directors. During the
absence or disability of the President, the Chairman of the Board of Directors
shall exercise all the powers and discharge all the duties of the President.
The Chairman of the Board of Directors shall also perform such other duties and
may exercise such other powers as may from time to time be assigned by these
By-Laws or by the Board of Directors.

          Section 5. President. The President shall, subject to the control of
the Board of Directors and, if there be one, the Chairman of the Board of
Directors, have general supervision of the business of the Corporation and
shall see that all orders and resolutions of the Board of Directors are carried
into effect. The President shall execute all bonds, mortgages, contracts and
other instruments of the Corporation requiring a seal, under the seal of the
Corporation, except where required or permitted by law to be otherwise signed
and executed and except that the other officers of the Corporation may sign and
execute documents when so authorized by these ByLaws, the Board of Directors or
the President. In the absence or disability of the Chairman of the Board of
Directors, or if there be none, the President shall preside at all meetings of
the stockholders and the Board of Directors. If there be no Chairman of the
Board of Directors, or if the Board of Directors shall otherwise designate, the
President shall be the Chief Executive Officer of the Corporation. The
President shall also perform such other duties and may exercise such other
powers as may from time to time be assigned to such officer by these By-Laws or
by the Board of Directors.

          Section 6. Vice Presidents. At the request of the President or in the
President's absence or in the event of the President's inability or refusal to
act (and if there be no Chairman of the Board of Directors), the Vice
President, or the Vice Presidents if there is more than one (in the order
designated by the Board of Directors), shall perform the duties of the
President, and when so acting, shall have all the powers of and be subject to
all the restrictions upon the President. Each Vice President shall perform such
other duties and have such other powers as the Board of Directors from time to
time may prescribe. If there be no Chairman of the Board of Directors and no
Vice President, the Board of Directors shall designate the officer of the
Corporation who, in the absence of the President or in the event of the
inability or refusal of the President to act, shall perform the duties of the
President, and when so acting, shall have all the powers of and be subject to
all the restrictions upon the President.

          Section 7. Secretary. The Secretary shall attend all meetings of the
Board of Directors and all meetings of stockholders and record all the
proceedings thereat in a book or books to be kept for that purpose; the
Secretary shall also perform like duties for committees of the Board of
Directors when required. The Secretary shall give, or cause to be given, notice
of all meetings of the stockholders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the
Board of Directors, the Chairman of the Board of Directors or the President,
under whose supervision the Secretary shall be. If the Secretary shall be
unable or shall refuse to cause to be given notice of all meetings of the
stockholders and special meetings of the Board of Directors, and if there be no
Assistant Secretary, then either the Board of Directors or the President may
choose another officer to cause such notice to be given. The Secretary shall
have custody of the seal of the Corporation and the Secretary or any Assistant
Secretary, if there be one, shall have authority to affix the same to any
instrument requiring it and when so affixed, it may be attested by the
signature of the Secretary or by the signature of any such Assistant Secretary.
The Board of Directors may give general authority to any other officer to affix
the seal of the Corporation and to attest to the affixing by such officer's
signature. The Secretary shall see that all books, reports, statements,
certificates and other documents and records required by law to be kept or
filed are properly kept or filed, as the case may be.



                                     Page 7
<PAGE>

          Section 8. Treasurer. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors. The Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all transactions as Treasurer and of the financial condition of the
Corporation. If required by the Board of Directors, the Treasurer shall give
the Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of the office of the Treasurer and for the restoration to the
Corporation, in case of the Treasurer's death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property
of whatever kind in the Treasurer's possession or under the Treasurer's control
belonging to the Corporation.

          Section 9. Assistant Secretaries. Assistant Secretaries, if there be
any, shall perform such duties and have such powers as from time to time may be
assigned to them by the Board of Directors, the President, any Vice President,
if there be one, or the Secretary, and in the absence of the Secretary or in
the event of the Secretary's disability or refusal to act, shall perform the
duties of the Secretary, and when so acting, shall have all the powers of and
be subject to all the restrictions upon the Secretary.

          Section 10. Assistant Treasurers. Assistant Treasurers, if there be
any, shall perform such duties and have such powers as from time to time may be
assigned to them by the Board of Directors, the President, any Vice President,
if there be one, or the Treasurer, and in the absence of the Treasurer or in
the event of the Treasurer's disability or refusal to act, shall perform the
duties of the Treasurer, and when so acting, shall have all the powers of and
be subject to all the restrictions upon the Treasurer. If required by the Board
of Directors, an Assistant Treasurer shall give the Corporation a bond in such
sum and with such surety or sureties as shall be satisfactory to the Board of
Directors for the faithful performance of the duties of the office of Assistant
Treasurer and for the restoration to the Corporation, in case of the Assistant
Treasurer's death, resignation, retirement or removal from office, of all
books, papers, vouchers, money and other property of whatever kind in the
Assistant Treasurer's possession or under the Assistant Treasurer's control
belonging to the Corporation.

          Section 11. Other Officers. Such other officers as the Board of
Directors may choose shall perform such duties and have such powers as from
time to time may be assigned to them by the Board of Directors. The Board of
Directors may delegate to any other officer of the Corporation the power to
choose such other officers and to prescribe their respective duties and powers.



                                     Page 8
<PAGE>

                                   ARTICLE V
                                     STOCK

          Section 1. Form of Certificates. Every holder of stock in the
Corporation shall be entitled to have a certificate signed, in the name of the
Corporation (i) by the Chairman of the Board of Directors, the President or a
Vice President and (ii) by the Treasurer or an Assistant Treasurer, or the
Secretary or an Assistant Secretary of the Corporation, certifying the number
of shares owned by such stockholder in the Corporation.

          Section 2. Signatures. Any or all of the signatures on a certificate
may be a facsimile. In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if such person were such officer, transfer agent or registrar at the date of
issue.

          Section 3. Lost Certificates. The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue of a new certificate,
the Board of Directors may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or the owner's legal representative, to advertise the same in such
manner as the Board of Directors shall require and/or to give the Corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the Corporation with respect to the certificate alleged to have
been lost, stolen or destroyed or the issuance of such new certificate.

          Section 4. Transfers. Stock of the Corporation shall be transferable
in the manner prescribed by law and in these By-Laws. Transfers of stock shall
be made on the books of the Corporation only by the person named in the
certificate or by such person's attorney lawfully constituted in writing and
upon the surrender of the certificate therefor, which shall be cancelled before
a new certificate shall be issued. No transfer of stock shall be valid as
against the Corporation for any purpose until it shall have been entered in the
stock records of the Corporation by an entry showing from and to whom
transferred.

          Section 5. Record Date.

          (a) In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, the board of directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing the record
date is adopted by the Board of Directors, and which record date shall not be
more than sixty nor less than ten days before the date of such meeting. If no
record date is fixed by the Board of Directors, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders
shall be at the close of business on the day next preceding the day on which
notice is given, or, if notice is waived, at the close of business on the day
next preceding the day on which the meeting is held. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; providing, however,
that the Board of Directors may fix a new record date for the adjourned
meeting.



                                     Page 9
<PAGE>

          (b) In order that the Corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting, the Board
of Directors may fix a record date, which record date shall not precede the
date upon which the resolution fixing the record date is adopted by the Board
of Directors, and which record date shall not be more than ten days after the
date upon which the resolution fixing the record date is adopted by the Board
of Directors. If no record date has been fixed by the Board of Directors, the
record date for determining stockholders entitled to consent to corporate
action in writing without a meeting, when no prior action by the Board of
Directors is required by law, shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to
the Corporation by delivery to its registered office in this State, its
principal place of business, or an officer or agent of the Corporation having
custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to a corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested. If no record date
has been fixed by the Board of Directors and prior action by the Board of
Directors is required by law, the record date for determining stockholders
entitled to consent to corporate action in writing without a meeting shall be
at the close of business on the day on which the Board of Directors adopts the
resolutions taking such prior action.

          (c) In order that the Corporation may determine the stockholders
entitled to receive payment of any dividend or other distribution or allotment
of any rights or the stockholders entitled to exercise any rights in respect of
any change, conversion or exchange of stock, or for the purpose of any other
lawful action, the Board of Directors may fix a record date, which record date
shall not precede the date upon which the resolution fixing the record date is
adopted, and which record date shall be not more than sixty days prior to such
action. If no record date is fixed, the record date for determining
stockholders for any such purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto.

          Section 6. Record Owners. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise required
by law.

                                    Page 10
<PAGE>

                                   ARTICLE VI
                                    NOTICES

          Section 1. Notices. Whenever written notice is required by law, the
Certificate of Incorporation or these By-Laws, to be given to any director,
member of a committee or stockholder, such notice may be given by mail,
addressed to such director, member of a committee or stockholder, at such
person's address as it appears on the records of the Corporation, with postage
thereon prepaid, and such notice shall be deemed to be given at the time when
the same shall be deposited in the United States mail. Written notice may also
be given personally or by telegram, telex or cable.

          Section 2. Waivers of Notice. Whenever any notice is required by law,
the Certificate of Incorporation or these By-Laws, to be given to any director,
member of a committee or stockholder, a waiver thereof in writing, signed, by
the person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto. Attendance of a person at a
meeting, present in person or represented by proxy, shall constitute a waiver
of notice of such meeting, except where the person attends the meeting for the
express purpose of objecting at the beginning of the meeting to the transaction
of any business because the meeting is not lawfully called or convened.

                                  ARTICLE VII
                               GENERAL PROVISIONS

          Section 1. Dividends. Dividends upon the capital stock of the
Corporation, subject to the requirements of the DGCL and the provisions of the
Certificate of Incorporation, if any, may be declared by the Board of Directors
at any regular or special meeting of the Board of Directors (or any action by
written consent in lieu thereof in accordance with Section 6 of Article III
hereof), and may be paid in cash, in property, or in shares of the
Corporation's capital stock. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the Board of Directors from time to time, in its absolute discretion,
deems proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for any proper purpose, and the Board of Directors may modify or abolish any
such reserve.

          Section 2. Disbursements. All checks or demands for money and notes
of the Corporation shall be signed by such officer or officers or such other
person or persons as the Board of Directors may from time to time designate.

          Section 3. Fiscal Year. The fiscal year of the Corporation shall
be fixed by resolution of the Board of Directors.

          Section 4. Corporate Seal. The corporate seal shall have inscribed
thereon the name of the Corporation, the year of its organization and the words
"Corporate Seal, Delaware". The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.



                                    Page 11
<PAGE>

                                  ARTICLE VIII
                                INDEMNIFICATION

          Section 1. Power to Indemnify in Actions, Suits or Proceedings other
than Those by or in the Right of the Corporation. Subject to Section 3 of this
Article VIII, the Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that such person is or was a director or officer of the
Corporation, or is or was a director or officer of the Corporation serving at
the request of the Corporation as a director or officer, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding if such person acted
in good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe such person's
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which such person reasonably believed to
be in or not opposed to the best interests of the Corporation, and, with
respect to any criminal action or proceeding, had reasonable cause to believe
that such person's conduct was unlawful.

          Section 2. Power to Indemnify in Actions, Suits or Proceedings by or
in the Right of the Corporation. Subject to Section 3 of this Article VIII, the
Corporation shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the Corporation to procure a judgment in its favor by reason of
the fact that such person is or was a director or officer of the Corporation,
or is or was a director or officer of the Corporation serving at the request of
the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection with the defense or settlement of such
action or suit if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Corporation; except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.



                                    Page 12
<PAGE>

          Section 3. Authorization of Indemnification. Any indemnification
under this Article VIII (unless ordered by a court) shall be made by the
Corporation only as authorized in the specific case upon a determination that
indemnification of the director or officer is proper in the circumstances
because such person has met the applicable standard of conduct set forth in
Section 1 or Section 2 of this Article VIII, as the case may be. Such
determination shall be made, with respect to a person who is a director or
officer at the time of such determination, (i) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even though
less than a quorum, or (ii) by a committee of such directors designated by a
majority vote of such directors, even though less than a quorum, or (iii) if
there are no such directors, or if such directors so direct, by independent
legal counsel in a written opinion or (iv) by the stockholders. Such
determination shall be made, with respect to former directors and officers, by
any person or persons having the authority to act on the matter on behalf of
the Corporation. To the extent, however, that a present or former director or
officer of the Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding described above, or in defense of any
claim, issue or matter therein, such person shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by such
person in connection therewith, without the necessity of authorization in the
specific case.

          Section 4. Good Faith Defined. For purposes of any determination
under Section 3 of this Article VIII, a person shall be deemed to have acted in
good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the Corporation, or, with respect to any
criminal action or proceeding, to have had no reasonable cause to believe such
person's conduct was unlawful, if such person's action is based on the records
or books of account of the Corporation or another enterprise, or on information
supplied to such person by the officers of the Corporation or another
enterprise in the course of their duties, or on the advice of legal counsel for
the Corporation or another enterprise or on information or records given or
reports made to the Corporation or another enterprise by an independent
certified public accountant or by an appraiser or other expert selected with
reasonable care by the Corporation or another enterprise. The term "another
enterprise" as used in this Section 4 shall mean any other corporation or any
partnership, joint venture, trust, employee benefit plan or other enterprise of
which such person is or was serving at the request of the Corporation as a
director, officer, employee or agent. The provisions of this Section 4 shall
not be deemed to be exclusive or to limit in any way the circumstances in which
a person may be deemed to have met the applicable standard of conduct set forth
in Section 1 or 2 of this Article VIII, as the case may be.

          Section 5. Indemnification by a Court. Notwithstanding any contrary
determination in the specific case under Section 3 of this Article VIII, and
notwithstanding the absence of any determination thereunder, any director or
officer may apply to the Court of Chancery in the State of Delaware for
indemnification to the extent otherwise permissible under Sections 1 and 2 of
this Article VIII. The basis of such indemnification by a court shall be a
determination by such court that indemnification of the director or officer is
proper in the circumstances because such person has met the applicable
standards of conduct set forth in Section 1 or 2 of this Article VIII, as the
case may be. Neither a contrary determination in the specific case under
Section 3 of this Article VIII nor the absence of any determination thereunder
shall be a defense to such application or create a presumption that the
director or officer seeking indemnification has not met any applicable standard
of conduct. Notice of any application for indemnification pursuant to this
Section 5 shall be given to the Corporation promptly upon the filing of such
application. If successful, in whole or in part, the director or officer
seeking indemnification shall also be entitled to be paid the expense of
prosecuting such application.



                                    Page 13
<PAGE>

          Section 6. Expenses Payable in Advance. Expenses incurred by a
director or officer in defending any civil, criminal, administrative or
investigative action, suit or proceeding shall be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding upon
receipt of an undertaking by or on behalf of such director or officer to repay
such amount if it shall ultimately be determined that such person is not
entitled to be indemnified by the Corporation as authorized in this Article
VIII.

          Section 7. Nonexclusivity of Indemnification and Advancement of
Expenses. The indemnification and advancement of expenses provided by or
granted pursuant to this Article VIII shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under the Certificate of Incorporation, any By-Law, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in such person's official capacity and as to action in another capacity while
holding such office, it being the policy of the Corporation that
indemnification of the persons specified in Sections 1 and 2 of this Article
VIII shall be made to the fullest extent permitted by law. The provisions of
this Article VIII shall not be deemed to preclude the indemnification of any
person who is not specified in Section 1 or 2 of this Article VIII but whom the
Corporation has the power or obligation to indemnify under the provisions of
the General Corporation Law of the State of Delaware, or otherwise.

          Section 8. Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director or officer of the
Corporation, or is or was a director or officer of the Corporation serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise against any liability asserted against such person and
incurred by such person in any such capacity, or arising out of such person's
status as such, whether or not the Corporation would have the power or the
obligation to indemnify such person against such liability under the provisions
of this Article VIII.

          Section 9. Certain Definitions. For purposes of this Article VIII,
references to "the Corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors or officers, so that any person who is or was a director or officer
of such constituent corporation, or is or was a director or officer of such
constituent corporation serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise, shall stand in
the same position under the provisions of this Article VIII with respect to the
resulting or surviving corporation as such person would have with respect to
such constituent corporation if its separate existence had continued. For
purposes of this Article VIII, references to "fines" shall include any excise
taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the Corporation" shall include any
service as a director, officer, employee or agent of the Corporation which
imposes duties on, or involves services by, such director or officer with
respect to an employee benefit plan, its participants or beneficiaries; and a
person who acted in good faith and in a manner such person reasonably believed
to be in the interest of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner "not opposed to the best
interests of the Corporation" as referred to in this Article VIII.



                                    Page 14
<PAGE>

          Section 10. Survival of Indemnification and Advancement of Expenses.
The indemnification and advancement of expenses provided by, or granted
pursuant to, this Article VIII shall, unless otherwise provided when authorized
or ratified, continue as to a person who has ceased to be a director or officer
and shall inure to the benefit of the heirs, executors and administrators of
such a person.

          Section 11. Limitation on Indemnification. Notwithstanding anything
contained in this Article VIII to the contrary, except for proceedings to
enforce rights to indemnification (which shall be governed by Section 5
hereof), the Corporation shall not be obligated to indemnify any director or
officer in connection with a proceeding (or part thereof) initiated by such
person unless such proceeding (or part thereof) was authorized or consented to
by the Board of Directors of the Corporation.

          Section 12. Indemnification of Employees and Agents. The Corporation
may, to the extent authorized from time to time by the Board of Directors,
provide rights to indemnification and to the advancement of expenses to
employees and agents of the Corporation similar to those conferred in this
Article VIII to directors and officers of the Corporation.

                                   ARTICLE IX
                                   AMENDMENTS

          Section 1. Amendments. These By-Laws may be altered, amended or
repealed, in whole or in part, or new By-Laws may be adopted by the
stockholders or by the Board of Directors, provided, however, that notice of
such alteration, amendment, repeal or adoption of new By-Laws be contained in
the notice of such meeting of stockholders or Board of Directors as the case
may be. All such amendments must be approved by either the holders of a
majority of the outstanding capital stock entitled to vote thereon or by a
majority of the entire Board of Directors then in office.

          Section 2. Entire Board of Directors. As used in this Article IX and
in these By-Laws generally, the term "entire Board of Directors" means the
total number of directors which the Corporation would have if there were no
vacancies.

                                   * * *






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>3
<FILENAME>file003.txt
<DESCRIPTION>SPECIMEN ALAMOSA (DELAWARE), INC.
<TEXT>

<PAGE>



                                                                     Exhibit 4.1
                                                                     -----------

NUMBER                                                          SHARES
XXXX                                                            XXXX


                                  SPECIMEN
                          ALAMOSA (DELAWARE), INC.
                           a Delaware Corporation
       The Corporation is authorized to issue 1,000 Common Shares --
                            Par Value $0.01 each


          This Certifies that XXXX_______________________________________
is the registered holder of X X X X X (XXX)______________________________
Shares of Common Stock, par value $0.01 per share, of Alamosa (Delaware),
Inc. transferable only on the books of the Corporation by the holder hereof
in person or by Attorney upon surrender of this Certificate properly
endorsed.

          In Witness Whereof, the said Corporation has caused this
Certificate to be signed by its duly authorized officers and its Corporate
Seal to be hereunto affixed this XXXX day of XXXXXX A.D. XXX.


_________________________            SEAL           ___________________________


          For Value Received, _____ hereby sell, assign and transfer unto
_______________ __________ Shares represented by the within Certificate,
and do hereby irrevocably constitute and appoint ________________________
Attorney to transfer the said Shares on the books of the within named
Corporation with full power of substitution in the premises.

         Dated _________________________________________

         In presence of  _______________________________

         _______________________________________________



                  NOTICE. THE SIGNATURE OF THIS ASSIGNMENT
             MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE
               FACE OF THE CERTIFICATE, IN EVERY PARTICULAR,
                     WITHOUT ALTERATION OR ENLARGEMENT,
                          OR ANY CHANGE WHATEVER.

                                     Page 1

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.10
<SEQUENCE>4
<FILENAME>file004.txt
<DESCRIPTION>THIRD SUPPLEMENTAL INDENTURE
<TEXT>


<PAGE>


                                                                    Exhibit 4.10
                                                                    ------------

                        THIRD SUPPLEMENTAL INDENTURE

                   THIRD SUPPLEMENTAL INDENTURE (this "Supplemental
          Indenture"), dated as of March 30, 2001, among SWLP,
          L.L.C., an Oklahoma limited liability company, SWGP,
          L.L.C., an Oklahoma limited liability company, SOUTHWEST
          PCS, L.P., an Oklahoma limited partnership, SOUTHWEST PCS
          PROPERTIES, LLC, a Delaware limited liability company,
          SOUTHWEST PCS LICENSES, LLC, a Delaware limited liability
          company (collectively, the "New Subsidiary Guarantors"),
          each a subsidiary of ALAMOSA (DELAWARE), INC., a Delaware
          corporation (the "Company"), on behalf of itself and the
          Subsidiary Guarantors (the "Existing Subsidiary
          Guarantors") under the indenture referred to below, and
          WELLS FARGO BANK MINNESOTA, N.A., a national banking
          association, as trustee under the indenture referred to
          below (the "Trustee").

                            W I T N E S S E T H:

          WHEREAS, the Company and the Existing Subsidiary Guarantors have
heretofore executed and delivered to the Trustee an Indenture dated as of
February 8, 2000, as amended by a Supplemental Indenture dated January 31,
2001 and a Second Supplemental Indenture dated February 14, 2001 (the
"Indenture"), providing for the issuance of an aggregate principal amount
at maturity of up to $350,000,000 of 127/8% Senior Discount Notes due 2010
(the "Securities");

          WHEREAS Section 4.15 of the Indenture provides that under certain
circumstances the Company is required to cause the New Subsidiary
Guarantors to execute and deliver to the Trustee a supplemental indenture
pursuant to which the New Subsidiary Guarantors shall unconditionally
guarantee all the Company's obligations under the Securities pursuant to a
Subsidiary Guaranty on the terms and conditions set forth herein; and

          WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee,
the Company and the Existing Subsidiary Guarantors are authorized to
execute and deliver this Supplemental Indenture;

          NOW THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt of which is hereby
acknowledged, the New Subsidiary Guarantors, the Company, the Existing
Subsidiary Guarantors and the Trustee mutually covenant and agree for the
equal and ratable benefit of the holders of the Securities as follows:

          1. Agreement to Guarantee. The New Subsidiary Guarantors hereby
agree, jointly and severally with all other existing Subsidiary Guarantors,
to unconditionally guarantee the Company's obligations under the Securities
on the terms and subject to the conditions set forth in Articles X and XI
of the Indenture and to be bound by all other applicable provisions of the
Indenture.

          2. Ratification of Indenture; Supplemental Indentures Part of
Indenture. Except as expressly amended hereby, the Indenture is in all
respects ratified and confirmed and all the terms, conditions and
provisions thereof shall remain in full force and effect. This Supplemental
Indenture shall form a part of the Indenture for all purposes, and every
holder of Securities heretofore or hereafter authenticated and delivered
shall be bound hereby.

         3. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE
EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.

          4. Trustee Makes No Representation. The Trustee makes no
representation as to the validity or sufficiency of this Supplemental
Indenture.


                                     Page 1

<PAGE>


          5. Counterparts. The parties may sign any number of copies of
this Supplemental Indenture. Each signed copy shall be an original, but all
of them together represent the same agreement.

          6. Effect of Headings. The Section headings herein are for
convenience only and shall not affect the construction thereof.

          IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed as of the date first above
written.

                         SWLP, L.L.C.

                         By:

                         /s/ David E. Sharbutt
                         -------------------------------
                         Name: David E. Sharbutt
                         Title: President


                         SWGP, L.L.C.

                         By:

                         /s/ David E. Sharbutt
                         -------------------------------
                         Name: David E. Sharbutt
                         Title: President


                         SOUTHWEST PCS, L.P.

                         By:

                         /s/ David E. Sharbutt
                         ------------------------------
                         Name: David E. Sharbutt
                         Title: President


                         SOUTHWEST PCS PROPERTIES, LLC

                         By:

                         /s/ David E. Sharbutt
                         ------------------------------
                         Name: David E. Sharbutt
                         Title: President


                         SOUTHWEST PCS LICENSES, LLC

                         By:

                         /s/ David E. Sharbutt
                         ------------------------------
                         Name: David E. Sharbutt
                         Title: President


                         ALAMOSA (DELAWARE), INC., on behalf of itself
                         and the Existing Subsidiary Guarantors

                         By:

                         /s/ David E. Sharbutt
                         ------------------------------
                         Name: David E. Sharbutt
                         Title: Chairman of the Board and
                                Chief Executive Officer


                         WELLS FARGO BANK MINNESOTA, N.A.,
                         as Trustee

                         By:

                         /s/ Timothy P. Mowdy
                         ------------------------------
                         Name: Timothy P. Mowdy
                         Title: Corporate Trust Officer

                                     Page 2

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.11
<SEQUENCE>5
<FILENAME>file005.txt
<DESCRIPTION>SECOND SUPPLEMENTAL INDENTURE
<TEXT>


<PAGE>

                                                               Exhibit 4.11
                                                               ------------

                          SECOND SUPPLEMENTAL INDENTURE

                    SECOND SUPPLEMENTAL INDENTURE (this
           "Supplemental Indenture"), dated as of March 30, 2001,
           among SWLP, L.L.C., an Oklahoma limited liability
           company, SWGP, L.L.C., an Oklahoma limited liability
           company, SOUTHWEST PCS, L.P., an Oklahoma limited
           partnership, SOUTHWEST PCS PROPERTIES, LLC, a Delaware
           limited liability company, SOUTHWEST PCS LICENSES, LLC, a
           Delaware limited liability company (collectively, the
           "New Subsidiary Guarantors"), each a subsidiary of
           ALAMOSA (DELAWARE), INC., a Delaware corporation (the
           "Company"), on behalf of itself and the Subsidiary
           Guarantors (the "Existing Subsidiary Guarantors") under
           the indenture referred to below, and WELLS FARGO BANK
           MINNESOTA, N.A., a national banking association, as
           trustee under the indenture referred to below (the
           "Trustee").

                              W I T N E S S E T H:

          WHEREAS, the Company and the Existing Subsidiary Guarantors have
heretofore executed and delivered to the Trustee an Indenture dated as of
January 31, 2001, as amended by a First Supplemental Indenture dated
February 14, 2001 (the "Indenture"), providing for the issuance of an
aggregate principal amount of up to $250,000,000 of 12-1/2% Senior Notes
due 2011 (the "Securities");

          WHEREAS Section 4.15 of the Indenture provides that under certain
circumstances the Company is required to cause the New Subsidiary
Guarantors to execute and deliver to the Trustee a supplemental indenture
pursuant to which the New Subsidiary Guarantors shall unconditionally
guarantee all the Company's obligations under the Securities pursuant to a
Subsidiary Guaranty on the terms and conditions set forth herein; and

          WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee,
the Company and the Existing Subsidiary Guarantors are authorized to
execute and deliver this Supplemental Indenture;

          NOW THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt of which is hereby
acknowledged, the New Subsidiary Guarantors, the Company, the Existing
Subsidiary Guarantors and the Trustee mutually covenant and agree for the
equal and ratable benefit of the holders of the Securities as follows:

          1. Agreement to Guarantee. The New Subsidiary Guarantors hereby
agree, jointly and severally with all other existing Subsidiary Guarantors,
to unconditionally guarantee the Company's obligations under the Securities
on the terms and subject to the conditions set forth in Articles X and XI
of the Indenture and to be bound by all other applicable provisions of the
Indenture.




                                     Page 1
<PAGE>

          2. Ratification of Indenture; Supplemental Indentures Part of
Indenture. Except as expressly amended hereby, the Indenture is in all
respects ratified and confirmed and all the terms, conditions and
provisions thereof shall remain in full force and effect. This Supplemental
Indenture shall form a part of the Indenture for all purposes, and every
holder of Securities heretofore or hereafter authenticated and delivered
shall be bound hereby.

          3. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE
EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.

          4. Trustee Makes No Representation. The Trustee makes no
representation as to the validity or sufficiency of this Supplemental
Indenture.

          5. Counterparts. The parties may sign any number of copies of
this Supplemental Indenture. Each signed copy shall be an original, but all
of them together represent the same agreement.

          6. Effect of Headings. The Section headings herein are for
convenience only and shall not affect the construction thereof.

          IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed as of the date first above
written.

                              SWLP, L.L.C.

                                By:

                                    /s/ David E. Sharbutt
                                    --------------------------------------
                                    Name:   David E. Sharbutt
                                    Title:  President


                              SWGP, L.L.C.

                                By:

                                    /s/ David E. Sharbutt
                                    --------------------------------------
                                    Name:   David E. Sharbutt
                                    Title:  President


                              SOUTHWEST PCS, L.P.

                                By:

                                    /s/ David E. Sharbutt
                                    --------------------------------------
                                    Name:   David E. Sharbutt
                                    Title:  President




                                     Page 2
<PAGE>

                              SOUTHWEST PCS PROPERTIES, LLC

                                By:

                                    /s/ David E. Sharbutt
                                    --------------------------------------
                                    Name:   David E. Sharbutt
                                    Title:  President


                              SOUTHWEST PCS LICENSES, LLC


                                By:

                                    /s/ David E. Sharbutt
                                    --------------------------------------
                                    Name:   David E. Sharbutt
                                    Title:  President


                              ALAMOSA (DELAWARE), INC., on behalf of itself
                              and the Existing Subsidiary Guarantors

                                By:

                                    /s/ David E. Sharbutt
                                    --------------------------------------
                                    Name:   David E. Sharbutt
                                    Title:  Chairman of the Board and
                                            Chief Executive Officer

                               WELLS FARGO BANK MINNESOTA, N.A.,
                                   as Trustee

                                By:

                                    /s/ Timothy P. Mowdy
                                    --------------------------------------
                                    Name:   Timothy P. Mowdy
                                    Title:  Corporate Trust Officer
                                            Chief Executive Officer




                                     Page 3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.23
<SEQUENCE>6
<FILENAME>file006.txt
<DESCRIPTION>AMENDED AND RESTATED CREDIT AGREEMENT
<TEXT>

<PAGE>

                                                                   Exhibit 10.23

                                                                   -------------

                                                                  CONFORMED COPY

                      AMENDED AND RESTATED CREDIT AGREEMENT
                                   dated as of
                               February 14, 2001,
                          as amended and restated as of
                                 March 30, 2001
                                      among

                             ALAMOSA HOLDINGS, INC.,

                            ALAMOSA (DELAWARE), INC.,

                             ALAMOSA HOLDINGS, LLC,

                            The Lenders Party Hereto,

                         EXPORT DEVELOPMENT CORPORATION,
                           as Co-Documentation Agent,

                           FIRST UNION NATIONAL BANK,
                             as Documentation Agent,

                         TORONTO DOMINION (TEXAS), INC.,
                              as Syndication Agent,

                                       and

                               CITICORP USA, INC.,
                  as Administrative Agent and Collateral Agent

                           ---------------------------

                       EXPORT DEVELOPMENT CORPORATION and

                          FIRST UNION SECURITIES, INC.,
                               as Lead Arrangers,

                                       and

                          SALOMON SMITH BARNEY INC. and
                            TD SECURITIES (USA) INC.,
                 as Joint Lead Arrangers and Joint Book Managers

<PAGE>

                                TABLE OF CONTENTS

                                                                        Page

                                    ARTICLE I

                                   Definitions

         SECTION 1.01.  Defined Terms.....................................5
         SECTION 1.02.  Classification of Loans and Borrowings...........41
         SECTION 1.03.  Terms Generally..................................41
         SECTION 1.04.  Accounting Terms; GAAP...........................42

                                   ARTICLE II

                                   The Credits

         SECTION 2.01.  Commitments......................................42
         SECTION 2.02.  Loans and Borrowings.............................43
         SECTION 2.03.  Requests for Borrowings..........................44
         SECTION 2.04.  Letters of Credit................................45
         SECTION 2.05.  Funding of Borrowings............................50
         SECTION 2.06.  Interest Elections...............................51
         SECTION 2.07.  Termination and Reduction of Commitments ........53
         SECTION 2.08.  Repayment of Loans; Evidence of Debt.............54
         SECTION 2.09.  Automatic Commitment Reductions;
                          Amortization of Term Loans.....................55
         SECTION 2.10.  Prepayment of Loans..............................57
         SECTION 2.11.  Fees.............................................59
         SECTION 2.12.  Interest.........................................60
         SECTION 2.13.  Alternate Rate of Interest.......................61
         SECTION 2.14.  Increased Costs..................................62
         SECTION 2.15.  Break Funding Payments...........................63
         SECTION 2.16.  Taxes............................................64
         SECTION 2.17.  Payments Generally; Pro Rata
                          Treatment; Sharing of Set-offs.................65
         SECTION 2.18.  Mitigation Obligations; Replacement
                          of Lenders.....................................67

                                   ARTICLE III

                         Representations and Warranties

         SECTION 3.01.  Organization; Powers.............................69
         SECTION 3.02.  Authorization; Enforceability....................69
         SECTION 3.03.  Governmental Approvals; No Conflicts.............69
         SECTION 3.04.  Financial Condition; No Material
                          Adverse Change.................................70
         SECTION 3.05.  Properties.......................................71
         SECTION 3.06.  Litigation and Environmental Matters.............72
         SECTION 3.07.  Compliance with Laws and Agreements .............72
         SECTION 3.08.  Investment and Holding Company Status ...........73
         SECTION 3.09.  Taxes............................................73
         SECTION 3.10.  ERISA............................................73
         SECTION 3.11.  Disclosure.......................................73
         SECTION 3.12.  Restricted Subsidiaries..........................74
         SECTION 3.13.  Absence of Non-Permitted Obligations.............75
         SECTION 3.14.  Licenses.........................................75
         SECTION 3.15.  Insurance........................................75
         SECTION 3.16.  Labor Matters....................................76
         SECTION 3.17.  Solvency.........................................76
         SECTION 3.18.  Use of Proceeds..................................77
         SECTION 3.19.  FCC Compliance...................................77
         SECTION 3.20.  Security Documents...............................78
         SECTION 3.21.  Copyrights, Trademarks, etc......................79
         SECTION 3.22.  Federal Regulations..............................79
         SECTION 3.23.  Total Borrower Capital...........................79

                                       1
<PAGE>

                                   ARTICLE IV

                                   Conditions

         SECTION 4.01.  Restatement Effective Date.......................79
         SECTION 4.02.  Each Credit Event................................86

                                    ARTICLE V

                              Affirmative Covenants

         SECTION 5.01.  Financial Statements and Other Information.......87
         SECTION 5.02.  Notices of Material Events.......................90
         SECTION 5.03.  Information Regarding Collateral.................90
         SECTION 5.04.  Existence; Conduct of Business...................91
         SECTION 5.05.  Payment of Obligations...........................92
         SECTION 5.06.  Maintenance of Properties........................92
         SECTION 5.07.  Insurance........................................92
         SECTION 5.08.  Casualty and Condemnation........................92
         SECTION 5.09.  Books and Records; Inspection
                          and Audit Rights...............................92
         SECTION 5.10.  Compliance with Laws.............................93
         SECTION 5.11.  Use of Proceeds and Letters of Credit............93
         SECTION 5.12.  Additional Subsidiaries..........................93
         SECTION 5.13.  Further Assurances...............................93
         SECTION 5.14.  Interest Rate Protection.........................95
         SECTION 5.15.    Post-Closing Matters...........................95

                                   ARTICLE VI

                               Negative Covenants

         SECTION 6.01.  Indebtedness; Certain Equity Securities .........96
         SECTION 6.02.  Liens............................................99
         SECTION 6.03.  Fundamental Changes.............................100
         SECTION 6.04.  Investments, Loans, Advances,
                          Guarantees and Acquisitions...................102
         SECTION 6.05.  Asset Sales.....................................103
         SECTION 6.06.  Sale and Leaseback Transactions.................105
         SECTION 6.07.  Hedging Agreements..............................105
         SECTION 6.08.  Restricted Payments; Certain
                          Payments of Indebtedness......................106
         SECTION 6.09.  Transactions with Affiliates....................107
         SECTION 6.10.  Restrictive Agreements..........................108
         SECTION 6.11.  Amendment of Material Documents.................109
         SECTION 6.12.  Certain Financial Covenants.....................109
         SECTION 6.13.  Liabilities of Special Purpose Subsidiaries.....113
         SECTION 6.14.  Designation of Unrestricted Subsidiaries........113

                                       2
<PAGE>

                                   ARTICLE VII

                                Events of Default

                                  ARTICLE VIII

                            The Administrative Agent

                                   ARTICLE IX

                                  Miscellaneous

         SECTION 9.01.  Notice..........................................122
         SECTION 9.02.  Waivers; Amendments.............................122
         SECTION 9.03.  Expenses; Indemnity; Damage Waiver..............125
         SECTION 9.04.  Successors and Assign...........................127
         SECTION 9.05.  Survival........................................130
         SECTION 9.06.  Counterparts; Integration; Effectiveness........130
         SECTION 9.07.  Severability....................................131
         SECTION 9.08.  Right of Setoff.................................131
         SECTION 9.09.  GOVERNING LAW; JURISDICTION;
                          CONSENT TO SERVICE OF PROCESS.................131
         SECTION 9.10.  WAIVER OF JURY TRIAL............................132
         SECTION 9.11.  Headings........................................133
         SECTION 9.12.  Confidentiality.................................133
         SECTION 9.13.  Interest Rate Limitation........................134
         SECTION 9.14.  Release of Subsidiaries.........................134
         SECTION 9.15.  Roberts Term Loans, WOW Term
                          Loans and Southwest Term Loans................135


SCHEDULES:

Schedule 2.01 -- Commitments
Schedule 3.05 -- Real Property
Schedule 3.06 -- Disclosed Matters
Schedule 3.12 -- Subsidiaries
Schedule 3.14 -- Network Area/Licenses
Schedule 3.15 -- Insurance
Schedule 3.22 -- Mortgaged Property
Schedule 4.01 -- Consents and Approvals
Schedule 6.01 -- Existing Indebtedness
Schedule 6.02 -- Existing Liens
Schedule 6.04 -- Existing Investments
Schedule 6.10 -- Existing Restrictions

EXHIBITS:

--------
Exhibit A     --    Form of Assignment and Acceptance
Exhibit B-1   --    Form of Opinion of Borrower's Counsel
Exhibit B-2   --    Opinion of Sprint's Counsel
Exhibit B-3   --    Form of Opinion of Local Counsel
Exhibit C     --    Form of Amended and Restated Guarantee Agreement
Exhibit D     --    Form of Amended and Restated Indemnity,
                    Subrogation and Contribution Agreement
Exhibit E     --    Form of Amended and Restated Pledge Agreement
Exhibit F     --    Form of Amended and Restated Security Agreement
Exhibit G     --    Form of Amended and Restated Consent and Agreement



                                       3
<PAGE>

         AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 14, 2001,
as amended and restated as of March 30, 2001 (this "Agreement"), among ALAMOSA
HOLDINGS, INC., a Delaware corporation ("Superholdings"), ALAMOSA (DELAWARE),
INC., a Delaware corporation formerly known as Alamosa PCS Holdings, Inc.
("Alamosa Delaware"), ALAMOSA HOLDINGS, LLC, a Delaware limited liability
company (the "Borrower"), the LENDERS party hereto, EXPORT DEVELOPMENT
CORPORATION, as Co-Documentation Agent (the "Co-Documentation Agent"), FIRST
UNION NATIONAL BANK, as Documentation Agent (the "Documentation Agent"),
TORONTO DOMINION (TEXAS), INC., as Syndication Agent (the "Syndication Agent"),
and CITICORP USA, INC. as Administrative Agent and Collateral Agent (the
"Administrative Agent").

          Superholdings, Alamosa Delaware, the Borrower, the Lenders, the
Co-Documentation Agent, the Documentation Agent, Syndication Agent and the
Administrative Agent are parties to a Credit Agreement dated as of February 14,
2001 (the "Original Credit Agreement"), pursuant to which the Lenders have
extended credit in the form of (a) Term Loans during the Term Availability
Period in an aggregate principal amount not in excess of $240,000,000, including
$20,000,000 of Roberts Term Loans and $10,000,000 of WOW Term Loans, and (b)
Revolving Loans during the Revolving Availability Period in an aggregate
principal amount not in excess of $40,000,000. On February 14, 2001 (the
"Original Effective Date"), the Borrower borrowed $150,000,000 of Term Loans
under the Original Credit Agreement, including $20,000,000 of Roberts Term Loans
and $10,000,000 of WOW Term Loans.

          The Borrower has requested that the Original Credit Agreement be
amended and restated by this Agreement in order to provide for an extension of
credit by the Lenders in the form of (a) Term Loans during the Term Availability
Period in an aggregate principal amount not in excess of $293,000,000, including
$53,000,000 of Southwest Term Loans, $20,000,000 of Roberts Term Loans and
$10,000,000 of WOW Term Loans, and (b) Revolving Loans during the Revolving
Availability Period in an aggregate principal amount not in excess of
$40,000,000, and to make certain other changes to the terms and conditions of
the Original Credit Agreement.

          Pursuant to or in connection with: (A) an agreement and plan of merger
(the "Southwest Agreement") entered into among Superholdings, Forty Acquisition
Inc., a Delaware corporation and a direct wholly owned subsidiary of
Superholdings ("Southwest Merger Sub"), Southwest PCS Holdings, Inc., a Delaware
corporation ("Southwest Holdings"), and Southwest Holdings's stockholders,
Southwest Holdings will merge with and into Southwest Merger Sub, with Southwest
Holdings surviving the merger, in a transaction in which the stockholders of
Southwest Holdings receive merger consideration consisting of common stock of
Superholdings and up to $5,000,000 in cash (such transaction being referred to
herein as the "Southwest Merger Transaction").



                                       4
<PAGE>

          In connection with the Southwest Merger Transaction and immediately
following the consummation thereof, (a) Alamosa PCS Holdings, Inc., a Delaware
corporation, will merge with and into Southwest Holdings, with Southwest
Holdings surviving the merger but with such surviving entity retaining the name
Alamosa PCS Holdings, Inc. ("APCS"), (b) APCS will contribute 100% of its
ownership interests in SWGP, L.L.C. and SWLP, L.L.C., each an Oklahoma limited
liability company (collectively, the "Oklahoma LLCs"), to Alamosa Delaware, (c)
Alamosa Delaware will contribute 100% of such ownership interests in the
Oklahoma LLCs to the Borrower, (d) on the date hereof, Alamosa Delaware will
make an equity contribution (the "Additional Alamosa Delaware Contribution") to
the Borrower of not less than $22,000,000, (e) the Borrower will obtain the
amended and restated senior secured credit facilities provided for in this
Agreement, (f) the existing $60,000,000 bank credit facility of Southwest PCS,
L.P., a wholly owned subsidiary of the Oklahoma LLCs ("Southwest" and, together
with the Oklahoma LLCs, the "Southwest Entities"; the Southwest Entities,
together with Southwest Holdings, the "Targets"), with BNP Paribas (the
"Southwest Facility") will be terminated, all commitments thereunder will be
canceled and all outstanding indebtedness thereunder will be repaid and all
other indebtedness of the Targets, including (1) the $12,500,000 senior
subordinated debentures held by Paribas Capital Funding, LLC, (2) the $7,500,000
junior subordinated debentures held by Allied Capital Corp. and (3) the
$7,000,000 note held by Chickasaw Holding Company, will be terminated and all
outstanding indebtedness thereunder, including accrued interest thereon, will be
repaid and (g) fees and expenses in connection with the Southwest Transactions
(as defined below) in an aggregate amount of approximately $11,603,000 (the
"Transaction Costs") will be paid. The transactions described in this paragraph,
together with the Southwest Merger Transaction are collectively referred to
herein as the "Southwest Transactions".

          In connection with entering into the Original Credit Agreement and
pursuant to or in connection with: (A) an agreement and plan of reorganization
entered into among Alamosa Delaware, Superholdings, Alamosa Sub I, Inc., a
Delaware corporation formed by Superholdings ("Merger Sub") and Roberts Wireless
Communications L.L.C., a Delaware limited liability company ("Roberts") and the
members thereof, (a) the members of Roberts formed a new limited liability
company ("RW Holdings") that owned all the outstanding equity interests in
Roberts, and (b) RW Holdings merged with and into Superholdings, with
Superholdings surviving the merger, in a transaction in which the members of RW
Holdings received merger consideration consisting of common stock of
Superholdings and up to $4,000,000 in cash (such transactions being referred to
herein collectively as the "Roberts Merger"); and (B) an agreement and plan of
reorganization entered into among Alamosa Delaware, Superholdings, Merger Sub
and Washington Oregon Wireless, LLC, a Delaware limited liability company
("WOW") and certain of the members thereof, (a) the members of WOW formed a new
limited liability company ("WOW Holdings") that owned all the outstanding equity
interests in WOW, and (b) WOW Holdings merged with and into Superholdings with
Superholdings surviving the merger, in a transaction in which the members of WOW
Holdings received merger consideration consisting of common stock of
Superholdings and up to $12,500,000 in cash (such transactions being referred to
herein collectively as the "WOW Merger"). In connection with the foregoing and
immediately following the consummation of the Roberts Merger and the WOW Merger
(i) pursuant to an agreement and plan of reorganization among Alamosa Delaware,
Alamosa PCS Holdings, Inc., Superholdings and Merger Sub, Alamosa PCS Holdings,
Inc. merged with and into Merger Sub with Alamosa PCS Holdings, Inc. surviving
the merger as a wholly owned subsidiary of Superholdings in a transaction in
which the shareholders of Alamosa PCS Holdings, Inc. received merger
consideration consisting of common stock of Superholdings and (ii) Superholdings
became a publicly held corporation. The transactions described in this paragraph
are referred to herein as the "Roberts/WOW Merger Transactions" and, together
with the Southwest Merger Transaction, the "Merger Transactions".

          In addition, in connection with the Roberts/WOW Merger Transactions
and immediately following the consummation thereof, (a) Superholdings
contributed 100% of its ownership interests in Roberts and WOW to Alamosa PCS
Holdings, Inc., (b) Alamosa PCS Holdings, Inc. contributed 100% of such
ownership interests in Roberts and WOW to Alamosa Delaware, (c) Alamosa Delaware
contributed 100% of such ownership interests in Roberts and WOW to the Borrower,
(d) Alamosa Delaware contributed 100% of the equity interests in Alamosa PCS,
Inc. ("Alamosa") to the Borrower, (e) on the Original Effective Date, Alamosa
Delaware or a subsidiary thereof made an equity contribution (the "Alamosa
Delaware Contribution") to the Borrower of not less than $150,000,000 by (i)
contributing to the Borrower (or its subsidiaries) outstanding loans theretofore
made by Alamosa Delaware or a subsidiary thereof to Roberts or its Affiliates
and WOW and/or by (ii) making a direct or indirect cash contribution to the
equity of the Borrower, in an amount equal to the amount, if any, by which the
required equity contribution exceeds the principal amount plus accrued interest
thereon of such contributed loans, (f) on the Original Effective Date, Alamosa
Delaware contributed to the Borrower and/or one or more subsidiaries thereof an
amount equal to $178,500,000 of the net proceeds from the issuance of the 12
1/2% Senior Notes due 2011 of Alamosa Delaware, (g) the existing $175,000,000
bank credit facility of Alamosa with the Export Development Corporation (the
"EDC Facility") was terminated, all commitments thereunder were terminated and
all outstanding indebtedness thereunder was repaid, (h) the Borrower obtained
the senior secured credit facilities provided for under Original Credit
Agreement and (i) fees and expenses in connection with the Roberts/WOW
Transactions (as defined below) in an aggregate amount of approximately
$17,800,000 were paid. The transactions described in this paragraph, together
with the Roberts/WOW Merger Transactions are collectively referred to herein as
the "Roberts/WOW Transactions" and, together with the Southwest Transactions, as
the "Transactions".

          On the Original Effective Date, the proceeds of (i) the Roberts Term
Loans were used solely to refinance an equivalent principal amount of Existing
Roberts Indebtedness, (ii) the WOW Term Loans were used solely to refinance an
equivalent principal amount of Existing WOW Indebtedness and (iii) the remaining
Term Loans made on the Original Effective Date, together with proceeds from the
Alamosa Delaware Contribution, were used solely to (a) pay the cash portion of
the merger consideration of Roberts and WOW, (b) refinance the EDC Facility, (c)
refinance existing indebtedness of Roberts and WOW and (d) pay fees and expenses
related to the Roberts/WOW Transactions. The proceeds of (i) the Southwest Term
Loans are to be used solely to refinance an equivalent principal amount of
Existing Southwest Indebtedness and (ii) the remaining Term Loans and Revolving
Loans made after the Restatement Effective Date are to be used for general
corporate purposes of the Borrower and the Subsidiaries, including funding
capital expenditures, subscriber acquisition and marketing costs, purchases of
spectrum and working capital needs.



                                       5
<PAGE>

          The Lenders, the Co-Documentation Agent, the Documentation Agent,
Syndication Agent and the Administrative Agent are willing to amend and restate
the Original Credit Agreement in the form of this Agreement and the Lenders are
willing to extend the credit provided for herein to the Borrower on the terms
and subject to the conditions set forth herein.


Accordingly, the parties hereto agree as follows:

                                    ARTICLE I

                                   Definitions
                                   -----------

          SECTION 1.01. Defined Terms. As used in this Agreement, the
following terms have the meanings specified below:

          "ABR", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Alternate Base Rate.

          "Adjusted LIBO Rate" means, with respect to any Eurodollar Borrowing
for any Interest Period, an interest rate per annum (rounded upwards, if
necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest
Period multiplied by (b) the Statutory Reserve Rate.

          "Administrative Agent" means Citicorp USA, Inc., in its capacity as
administrative agent for the Lenders hereunder.

          "Administrative Questionnaire" means an Administrative
Questionnaire in a form supplied by the Administrative Agent.

          "Affiliate" means, with respect to a specified Person, another Person
that directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified.

          "Agents" means the Administrative Agent, the Syndication Agent,
the Documentation Agent and the Co-Documentation Agent.

          "Aggregate Service Revenue" means for any period, total revenues less
revenues from equipment sales of Alamosa Delaware and its Restricted
Subsidiaries.

          "Alamosa" means Alamosa PCS, Inc., a Delaware corporation and a wholly
owned subsidiary of the Borrower.

          "Alamosa Delaware" means Alamosa (Delaware), Inc., a Delaware
corporation and a wholly owned subsidiary of APCS.

          "Alamosa Delaware Indentures" means (i) the 12 7/8% Senior Discount
Notes Indenture and (ii) the 12 1/2% Senior Notes Indenture.

          "Alternate Base Rate" means, for any day, a rate per annum equal to
the greatest of (a) the Citibank Base Rate in effect on such day, (b) the Base
CD Rate in effect on such day plus 1/2 of 1% and (c) the Federal Funds Effective
Rate in effect on such day plus 1/2 of 1%. Any change in the Alternate Base Rate
due to a change in the Citibank Base Rate, the Base CD Rate or the Federal Funds
Effective Rate shall be effective from and including the effective date of such
change in the Citibank Base Rate, the Base CD Rate or the Federal Funds
Effective Rate, respectively.

          "Annualized EBITDA" means, in respect of any fiscal quarter,
Consolidated EBITDA for the two consecutive fiscal quarters ending on the last
day of such fiscal quarter, multiplied by two.

          "APCS" means Alamosa PCS Holdings, Inc., a Delaware corporation and a
wholly owned subsidiary of Superholdings. APCS is the surviving entity of the
merger of Alamosa PCS Holdings, Inc. with and into Southwest Holdings.

          "Applicable Commitment Fee Rate" means, with respect to the commitment
fee payable pursuant to Section 2.11(a), a rate per annum equal to (x) 1.50% for
each day on which Usage is less than or equal to 33.33%, (y) 1.25% for each day
on which Usage is greater than 33.33% but less than or equal to 66.66% and (z)
1.00% for each day on which Usage is greater than 66.66%. For purposes of the
foregoing, "Usage" means, on any date, the percentage obtained by dividing (i)
the sum of the aggregate outstanding Term Loans and the aggregate Revolving
Exposure on such date by (ii) the sum of the aggregate outstanding Term Loans,
unutilized Term Commitments and Revolving Commitments on such date.

          "Applicable Percentage" means, with respect to any Revolving Lender,
the percentage of the total Revolving Commitments represented by such Lender's
Revolving Commitment. If the Revolving Commitments have terminated or expired,
the Applicable Percentages shall be determined based upon the Revolving
Commitments most recently in effect, giving effect to any assignments.

                                       6
<PAGE>

          "Applicable Rate" means, for any day with respect to any ABR Loan or
Eurodollar Loan, the applicable rate per annum set forth below under the caption
"ABR Spread" or "Eurodollar Spread", as the case may be, based upon the Leverage
Ratio as of the most recent determination date; provided that until September
30, 2002 the "Applicable Rate" shall be the applicable rate per annum set forth
below in Category 1:

<TABLE>
<CAPTION>

                                      ABR               Eurodollar
   Leverage Ratio:                   Spread               Spread
   ---------------                   -------             --------
<S>                                 <C>                  <C>
     Category 1
     ----------
   Initial Spread                    3.00                  4.00

     Category 2
     ----------
Greater than or equal to
      9.0:1.0                        2.75                  3.75

     Category 3
     ----------
Greater than or equal to
     8.0:1.0
  and less than
     9.0:1.0                         2.50                  3.50

     Category 4
     ----------
Greater than or equal to
      6.0:1.0
   and less than
      8.0:1.0                        2.25                  3.25

      Category 5
     ----------
Greater than or equal to
      5.0:1.0
   and less than
      6.0:1.0                        2.00                  3.00

      Category 6
      ----------
   Less than 5.0:1.0                 1.75                  2.75

</TABLE>

          For purposes of the foregoing, (i) the Leverage Ratio shall be
determined as of the end of each fiscal quarter of the Borrower's fiscal year
based upon the Borrower's consolidated financial statements delivered pursuant
to Section 5.01(a) or (b) and (ii) each change in the Applicable Rate resulting
from a change in the Leverage Ratio shall be effective during the period
commencing on and including the date of delivery to the Administrative Agent of
such consolidated financial statements indicating such change and ending on the
date immediately preceding the effective date of the next such change; provided
that the Leverage Ratio shall be deemed to be in Category 1 at the option of the
Administrative Agent or at the request of the Required Lenders if (A) an Event
of Default has occurred and is continuing, during the period of time such Event
of Default is continuing, or (B) the Borrower fails to deliver the consolidated
financial statements required to be delivered by it pursuant to Section 5.01(a)
or (b), during the period from the expiration of the time for delivery thereof
until such consolidated financial statements are delivered.

          "Assessment Rate" means, for any day, the annual assessment rate in
effect on such day that is payable by a member of the Bank Insurance Fund
classified as "well-capitalized" and within supervisory subgroup "B" (or a
comparable successor risk classification) within the meaning of 12 C.F.R. Part
327 (or any successor provision) to the Federal Deposit Insurance Corporation
for insurance by such Corporation of time deposits made in dollars at the
offices of such member in the United States; provided that if, as a result of
any change in any law, rule or regulation, it is no longer possible to determine
the Assessment Rate as aforesaid, then the Assessment Rate shall be such annual
rate as shall be determined by the Administrative Agent to be representative of
the cost of such insurance to the Lenders.

          "Assignment and Acceptance" means an assignment and acceptance entered
into by a Lender and an assignee (with the consent of any party whose consent is
required by Section 9.04), and accepted by the Administrative Agent, in the form
of Exhibit A or any other form approved by the Administrative Agent.

          "Base CD Rate" means the sum of (a) the Three-Month Secondary CD Rate
multiplied by the Statutory Reserve Rate plus (b) the Assessment Rate.

          "Board" means the Board of Governors of the Federal Reserve
System of the United States of America.

          "Borrower" means Alamosa Holdings, LLC, a Delaware limited liability
company and a wholly owned subsidiary of Alamosa Delaware.

          "Borrowing" means Loans of the same Class and Type, made, converted or
continued on the same date and, in the case of Eurodollar Loans, as to which a
single Interest Period is in effect.

                                       7
<PAGE>

          "Borrowing Request" means a request by the Borrower for a Borrowing in
accordance with Section 2.03.

          "Business Day" means any day that is not a Saturday, Sunday or other
day on which commercial banks in New York are authorized or required by law to
remain closed; provided that, when used in connection with a Eurodollar Loan,
the term "Business Day" shall also exclude any day on which banks are not open
for dealings in dollar deposits in the London interbank market.

          "Capital Expenditures" means, for any period, (a) the additions to
property, plant and equipment and other capital expenditures of Alamosa Delaware
and the Restricted Subsidiaries that are (or would be) set forth in a
consolidated statement of cash flows of the Borrower for such period prepared in
accordance with GAAP and (b) Capital Lease Obligations incurred by Alamosa
Delaware and the Restricted Subsidiaries during such period.

          "Capital Lease Obligations" of any Person means the obligations of
such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.

          "Capital Stock" means any and all shares, interests, participations or
other equivalents (however designated) of capital stock of a corporation, any
and all equivalent ownership interests in a Person (other than a corporation)
and any and all warrants, rights or options to purchase or subscribe for any
such warrants, rights or options.

          "Change in Control" means (a) the acquisition of ownership
beneficially or of record, by any Person other than (i) Superholdings of any
Equity Interest in APCS, (ii) APCS of any Equity Interest in Alamosa Delaware or
(iii) Alamosa Delaware of any Equity Interest in the Borrower; (b) the
acquisition of ownership, directly or indirectly, beneficially or of record, by
any Person or group (within the meaning of the Securities Exchange Act of 1934
and the rules of the Securities and Exchange Commission thereunder as in effect
on the date hereof) other than Persons (or Affiliates thereof) owning capital
stock of Superholdings on the Effective Date, of Equity Interests representing
more than 35% of the aggregate ordinary voting power represented by the issued
and outstanding Equity Interests in Superholdings; or (c) occupation of a
majority of the seats (other than vacant seats) on the board of directors of
Superholdings by Persons who were neither (i) nominated by the board of
directors of Superholdings nor (ii) appointed by directors so nominated.

          "Change in Law" means (a) the adoption of any law, rule or regulation
after the date of this Agreement, (b) any change in any law, rule or regulation
or in the interpretation or application thereof by any Governmental Authority
after the date of this Agreement or (c) compliance by any Lender or the Issuing
Bank (or, for purposes of Section 2.14(b), by any lending office of such Lender
or by such Lender's or the Issuing Bank's holding company, if any) with any
request, guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after the date of this Agreement.

                                       8
<PAGE>

          "Citibank" means Citicorp USA, Inc., a New York banking
corporation.

          "Citibank Base Rate" means the rate of interest publicly
announced by Citibank, N.A. in New York from time to time as its Citibank
Base Rate.

          "Class", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans,
or Term Loans and, when used in reference to any Commitment, refers to whether
such Commitment is a Revolving Commitment or Term Commitment.

          "Code" means the Internal Revenue Code of 1986, as amended from time
to time.

          "Co-Documentation Agent" has the meaning set forth in the
preamble of this Agreement.

          "Collateral" means any and all "Collateral", as defined in any
applicable Security Document.

          "Collateral and Guarantee Requirement" means the requirement
that:

          (a) the Administrative Agent shall have received from each Loan Party
     either (i) a counterpart of each of the Security Documents duly executed
     and delivered on behalf of all Loan Parties thereto (ii) in the case of any
     Person that becomes a Loan Party after the Restatement Effective Date, a
     supplement to each Security Document, in the form specified therein, duly
     executed and delivered on behalf of such Loan Party;

          (b) all outstanding Equity Interests of the Borrower and each
     Restricted Subsidiary owned by or on behalf of any Loan Party shall have
     been pledged pursuant to the Pledge Agreement (except that the Loan Parties
     shall not be required to pledge more than 65% of the outstanding voting
     Equity Interests of any Foreign Subsidiary that is not a Loan Party) and
     the Administrative Agent shall have received certificates or other
     instruments representing all such Equity Interests, together with stock
     powers or other instruments of transfer with respect thereto endorsed in
     blank;

          (c) all Indebtedness of Superholdings, APCS, Alamosa Delaware, the
     Borrower and any subsidiary of any of the above that is owing to Alamosa
     Delaware, the Borrower or any Subsidiary Loan Party shall have been pledged
     pursuant to the Security Documents and, to the extent evidenced by a
     promissory note, the Administrative Agent shall have received all such
     promissory notes, together with instruments of transfer with respect
     thereto endorsed in blank;

          (d) all documents and instruments, including Uniform Commercial Code
     financing statements, required by law or reasonably requested by the
     Administrative Agent to be filed, registered or recorded to create the
     Liens intended to be created by the Security Documents and perfect such
     Liens to the extent required by, and with the priority required by, the
     Security Documents, shall have been filed, registered or recorded or
     delivered to the Administrative Agent for filing, registration or
     recording;

          (e) the Administrative Agent shall have received (i) counterparts of a
     Mortgage with respect to each Mortgaged Property duly executed and
     delivered by the record owner of such Mortgaged Property, (ii) a policy or
     policies of title insurance issued by a nationally recognized title
     insurance company insuring the Lien of each such Mortgage as a valid first
     Lien on the Mortgaged Property described therein, free of any other Liens
     except as expressly permitted by Section 6.02, together with such
     endorsements, coinsurance and reinsurance as the Administrative Agent or
     the Required Lenders may reasonably request, and (iii) such surveys,
     abstracts, appraisals, legal opinions and other documents as the
     Administrative Agent or the Required Lenders may reasonably request with
     respect to any such Mortgage or Mortgaged Property; and

          (f) each Loan Party shall have obtained all consents and approvals
     required to be obtained by it in connection with the execution and delivery
     of all Security Documents to which it is a party, the performance of its
     obligations thereunder and the granting by it of the Liens thereunder.

                                       9
<PAGE>

          "Commitment" means a Revolving Commitment, Term Commitment, or any
combination thereof (as the context requires).

          "Communications Act" means the Communications Act of 1934, and any
similar or successor Federal statute, and the rules and regulations and
published policies of the FCC thereunder, all as amended and as the same may be
in effect from time to time.

          "Consent and Agreement" means the Consent and Agreement among Sprint
Spectrum L.P., Sprintcom, Inc., Sprint Communications Company, L.P., Cox
Communications PCS, L.P., Cox PCS License, LLC, Wirelessco, L.P. and the
Administrative Agent, substantially in the form of Exhibit G.

          "Consolidated Cash Interest Expense" means, for any period, the excess
of (a) without duplication, the sum of (i) the interest expense (including
imputed interest expense in respect of Capital Lease Obligations) of Alamosa
Delaware and the Restricted Subsidiaries for such period, determined on a
consolidated basis in accordance with GAAP, (ii) any interest accrued during
such period in respect of Indebtedness of Alamosa Delaware or any Restricted
Subsidiary that is required to be capitalized rather than included in
consolidated interest expense for such period in accordance with GAAP, plus
(iii) any cash payments made during such period in respect of obligations
referred to in clause (b)(y) below that were amortized or accrued in a previous
period, minus (b) without duplication, the sum of (x) to the extent included in
such consolidated interest expense for such period, non-cash amounts
attributable to amortization of financing costs paid in a previous period, plus
(y) to the extent included in such consolidated interest expense for such
period, non-cash amounts attributable to amortization of debt discounts or
accrued interest payable in kind for such period. For purposes of the foregoing,
cash interest expense shall be determined taking into account any net payments
made or received by Alamosa Delaware or any Restricted Subsidiary with respect
to interest rate Hedging Agreements.

          "Consolidated EBITDA" means, for any period, Consolidated Net Income
for such period plus (a) without duplication and to the extent deducted in
determining such Consolidated Net Income, the sum of (i) consolidated interest
expense for such period, (ii) consolidated income tax expense for such period,
(iii) all amounts attributable to depreciation and amortization for such period,
(iv) any extraordinary charges or non-cash charges for such period (provided,
that any cash payment made with respect to any such non-cash charge shall be
subtracted in computing Consolidated EBIDTA during the period in which such cash
payment is made) and (v) other charges to the extent solely attributable to SFAS
133, and minus (b) the sum of (i) interest income of Alamosa Delaware and the
Restricted Subsidiaries for such period and (ii) without duplication and to the
extent included in determining such Consolidated Net Income, any non-cash gains
or extraordinary gains for such period, all determined on a consolidated basis
in accordance with GAAP.

          "Consolidated Fixed Charges" means, for any period, the sum of (a)
Consolidated Cash Interest Expense for such period, (b) the aggregate amount of
scheduled principal payments made during such period in respect of Long-Term
Indebtedness of Alamosa Delaware and the Restricted Subsidiaries (other than
payments made by Alamosa Delaware or any Restricted Subsidiary to Alamosa
Delaware or a Restricted Subsidiary), (c) Capital Expenditures for such period
(other than Capital Expenditures made with the Net Proceeds of Prepayment Events
referred to in clause (a) of the definition of Prepayment Event) and (d) the
aggregate amount of income Taxes paid in cash by Alamosa Delaware and the
Restricted Subsidiaries during such period.

                                      10
<PAGE>

          "Consolidated Net Income" means, for any period, the net income or
loss of Alamosa Delaware and the Restricted Subsidiaries for such period
determined on a consolidated basis in accordance with GAAP (adjusted to reflect,
without duplication, any charge, tax or expense incurred or accrued by
Superholdings or APCS during such period as though such charge, tax or expense
had been incurred by Alamosa Delaware, to the extent that Alamosa Delaware has
made any payment to or for the account of Superholdings or APCS in respect
thereof); provided that there shall be excluded (a) the income of any Person
(other than Alamosa Delaware) in which any other Person (other than Alamosa
Delaware or any Restricted Subsidiary or any director holding qualifying shares
in compliance with applicable law) owns an Equity Interest, except to the extent
of the amount of dividends or other distributions actually paid to Alamosa
Delaware or any of the Restricted Subsidiaries during such period, and (b) the
income or loss of any Person accrued prior to the date it becomes a Restricted
Subsidiary or is merged into or consolidated with Alamosa Delaware or any
Restricted Subsidiary or the date that such Person's assets are acquired by
Alamosa Delaware or any Restricted Subsidiary.

          "Contractual Obligations" means as to any Person, any provision of any
security issued by such Person or any agreement, instrument or other undertaking
to which such Person is a party or to which it or any of its property is bound.

          "Contributed Borrower Equity" means on any date, the sum of (a) the
aggregate amount of cash which shall have been received by the Borrower on or
prior to such date as common equity contributions, plus (b) the aggregate
principal amount of outstanding loans made by Alamosa Delaware or a Subsidiary
thereof to each of Roberts and WOW that have been contributed to the Borrower or
any of its subsidiaries on the Original Effective Date minus (c) the cumulative
aggregate amount of Restricted Payments that are Permitted Equity Proceeds Uses
paid or made by Alamosa Delaware or the Restricted Subsidiaries during the
period from the Original Effective Date through such date.

          "Contributed Equity" means on any date, the aggregate amount of cash
which shall have been received by Alamosa Delaware on or prior to such date as
common equity contributions, minus the cumulative aggregate amount of Restricted
Payments that are Permitted Equity Proceeds Uses paid or made by Alamosa
Delaware or the Restricted Subsidiaries during the period from the Original
Effective Date through such date.

          "Control" means the possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise.
"Controlling" and "Controlled" have meanings correlative thereto.

          "Covered Pops" means the aggregate number of Pops within each
geographic area for which a System owned by Alamosa Delaware or the Restricted
Subsidiaries that provides coverage of such geographic area has commenced
service.

          "Default" means any event or condition which constitutes an Event of
Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.

          "Disclosed Matters" means the actions, suits and proceedings and the
environmental matters disclosed in Schedule 3.06.

          "Documentation Agent" has the meaning set forth in the preamble
of this Agreement.

          "dollars" or "$" refers to lawful United States of America.

                                      11
<PAGE>

          "EDC Facility" means the second amended and restated credit agreement
dated June 23, 2000 (as amended, supplemented or otherwise modified from time to
time) by and among Alamosa, as borrower, Alamosa Delaware, Texas
Telecommunications LP, Alamosa Wisconsin Limited Partnership, Alamosa Delaware
GP, LLC, Alamosa Wisconsin GP, LLC, Alamosa Finance LLC, Alamosa Limited LLC, as
guarantors, Export Development Corporation, as administrative agent and the
lenders named therein.

          "Environmental Laws" means all laws, rules, regulations, codes,
ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority,
relating in any way to the environment, preservation or reclamation of natural
resources, the management, release or threatened release of any Hazardous
Material or to health and safety matters.

          "Environmental Liability" means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines,
penalties or indemnities), of Superholdings, APCS, Alamosa Delaware, the
Borrower or any Restricted Subsidiary directly or indirectly resulting from or
based upon (a) violation of any Environmental Law, (b) the generation, use,
handling, transportation, storage, treatment or disposal of any Hazardous
Materials, (c) exposure to any Hazardous Materials, (d) the release or
threatened release of any Hazardous Materials into the environment or (e) any
contract, agreement or other consensual arrangement pursuant to which liability
is assumed or imposed with respect to any of the foregoing.

          "Equity Interests" means shares of capital stock, partnership
interests, membership interests in a limited liability company, beneficial
interests in a trust or other equity ownership interests in a Person.

          "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.

          "ERISA Affiliate" means any trade or business (whether or not
incorporated) that, together with Alamosa Delaware, is treated as a single
employer under Section 414(b) or (c) of the Code or, solely for purposes of
Section 302 of ERISA and Section 412 of the Code, is treated as a single
employer under Section 414 of the Code.

          "ERISA Event" means (a) any "reportable event", as defined in Section
4043 of ERISA or the regulations issued thereunder with respect to a Plan (other
than an event for which the 30-day notice period is waived); (b) the existence
with respect to any Plan of an "accumulated funding deficiency" (as defined in
Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the
filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an
application for a waiver of the minimum funding standard with respect to any
Plan; (d) the incurrence by Alamosa Delaware or any of its ERISA Affiliates of
any liability under Title IV of ERISA with respect to the termination of any
Plan; (e) the receipt by Alamosa Delaware or any ERISA Affiliate from the PBGC
or a plan administrator of any notice relating to an intention to terminate any
Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence
by Alamosa Delaware or any of its ERISA Affiliates of any liability with respect
to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or
(g) the receipt by Alamosa Delaware or any ERISA Affiliate of any notice, or the
receipt by any Multiemployer Plan from Alamosa Delaware or any ERISA Affiliate
of any notice, concerning the imposition of Withdrawal Liability or a
determination that a Multiemployer Plan is, or is expected to be, insolvent or
in reorganization, within the meaning of Title IV of ERISA.

          "Eurodollar", when used in reference to any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Adjusted LIBO Rate.

          "Event of Default" has the meaning assigned to such term in
Article VII.

          "Excess Cash Flow" means, for any fiscal year, the sum (without
duplication) of:

                                      12
<PAGE>

          (a) the consolidated net income (or loss) of Alamosa Delaware and its
     Restricted Subsidiaries for such fiscal year, adjusted to exclude any gains
     or losses attributable to Prepayment Events; plus

          (b) the excess, if any, of the Net Proceeds received during such
     fiscal year by Alamosa Delaware and its consolidated Restricted
     Subsidiaries in respect of any Prepayment Events over the aggregate
     principal amount of Term Loans prepaid pursuant to Section 2.10(c) in
     respect of such Net Proceeds; plus

          (c) depreciation, amortization and other non-cash charges or losses
     deducted in determining such consolidated net income (or loss) for such
     fiscal year; plus

          (d) the sum of (i) the amount, if any, by which Net Working Capital
     decreased during such fiscal year plus (ii) the net amount, if any, by
     which the consolidated deferred revenues and other consolidated accrued
     long-term liability accounts of Alamosa Delaware and its consolidated
     Restricted Subsidiaries increased (other than as a result of purchase
     accounting adjustments) during such fiscal year plus (iii) the net amount,
     if any, by which the consolidated accrued long-term asset accounts of
     Alamosa Delaware and the Restricted Subsidiaries decreased (other than as a
     result of purchase accounting adjustments) during such fiscal year; minus

          (e) the sum of (i) any non-cash gains included in determining such
     consolidated net income (or loss) for such fiscal year plus (ii) the
     amount, if any, by which Net Working Capital increased during such fiscal
     year plus (iii) the net amount, if any, by which the consolidated deferred
     revenues and other consolidated accrued long-term liability accounts of
     Alamosa Delaware and its consolidated Restricted Subsidiaries decreased
     during such fiscal year plus (iv) the net amount, if any, by which the
     consolidated accrued long- term asset accounts of Alamosa Delaware and the
     Restricted Subsidiaries increased during such fiscal year; minus

          (f) the sum of (i) Capital Expenditures made in cash for such fiscal
     year (except to the extent attributable to the incurrence of Capital Lease
     Obligations or otherwise financed by incurring Long- Term Indebtedness)
     plus (ii) cash consideration paid by Alamosa Delaware and the Restricted
     Subsidiaries during such fiscal year to make acquisitions or other capital
     investments (except to the extent financed by incurring Long-Term
     Indebtedness); minus

          (g) the aggregate principal amount of Long-Term Indebtedness repaid or
     prepaid by Alamosa Delaware and the Restricted Subsidiaries during such
     fiscal year, excluding (i) Indebtedness in respect of Revolving Loans
     (except to the extent the Revolving Commitments are permanently reduced in
     the amount of and at the time of any such payment other than pursuant to
     Section 2.10(c) or (d)) and Letters of Credit, (ii) Term Loans prepaid
     pursuant to Section 2.10(c) or (d), and (iii) repayments or prepayments of
     Long-Term Indebtedness financed by incurring other Long-Term Indebtedness.

          "Excluded Assets" means, at any time, the collective reference to all
assets of Alamosa Delaware or any Restricted Subsidiary then subject to a Lien
permitted by sub-Section 6.02(iii) through (v).

          "Excluded Real Property Assets" means Real Property Assets which
constitute Excluded Assets.

          "Excluded Real Property-Related Equipment" means Real
Property-Related Equipment which constitutes Excluded Assets.

          "Excluded Taxes" means, with respect to the Administrative Agent, the
Documentation Agent, the Co- Documentation Agent, the Syndication Agent, any
Lender, the Issuing Bank or any other recipient of any payment to be made by or
on account of any obligation of the Borrower hereunder, (a) income or franchise
taxes imposed on (or measured by) its net income by the United States of
America, or by the jurisdiction under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any
Lender, in which its applicable lending office is located, (b) any branch
profits taxes imposed by the United States of America or any similar tax imposed
by any other jurisdiction described in clause (a) above and (c) in the case of a
Foreign Lender (other than an assignee pursuant to a request by the Borrower
under Section 2.18(b)), any withholding tax that (i) is in effect and would
apply to amounts payable to such Foreign Lender at the time such Foreign Lender
becomes a party to this Agreement (or designates a new lending office), except
to the extent that such Foreign Lender (or its assignor, if any) was entitled,
at the time of designation of a new lending office (or assignment), to receive
additional amounts from the Borrower with respect to any withholding tax
pursuant to Section 2.16(a), or (ii) is attributable to such Foreign Lender's
failure to comply with Section 2.16(e).

                                      13
<PAGE>

          "Existing Roberts Indebtedness" means indebtedness of Roberts
existing on the Original Effective Date under the Roberts Credit Agreement
in an aggregate principal amount of $56,000,000.

          "Existing Southwest Indebtedness" means indebtedness of Southwest
existing on the date hereof under the Southwest Credit Agreement in an aggregate
principal amount of $53,000,000.

          "Existing WOW Indebtedness" means indebtedness of WOW existing on the
Original Effective Date under the WOW Credit Agreement in an aggregate principal
amount of $30,060,318.

          "FCC" means the Federal Communications Commission, or any other
similar or successor agency of the Federal government administering the
Communications Act.

          "Federal Funds Effective Rate" means, for any day, the weighted
average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the quotations for such day for such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.

          "Financial Covenants" means the covenants set forth in Section 6.12.

          "Financial Officer" means the chief financial officer, principal
accounting officer, treasurer or controller of the Borrower or Alamosa Delaware,
as applicable.

          "Financing Transactions" means the execution, delivery and performance
by each Loan Party of the Loan Documents to which it is to be a party, the
borrowing of Loans, the use of the proceeds thereof and the issuance of Letters
of Credit hereunder.

          "Foreign Lender" means any Lender that is organized under the laws of
a jurisdiction other than that in which the Borrower is located. For purposes of
this definition, the United States of America, each State thereof and the
District of Columbia shall be deemed to constitute a single jurisdiction.

          "Foreign Subsidiary" means any Subsidiary that is organized under the
laws of a jurisdiction other than the United States of America or any State
thereof or the District of Columbia.

          "Funded Debt" means, as of any date, the sum of all Indebtedness for
borrowed money of Alamosa Delaware and the Restricted Subsidiaries, determined
on a consolidated basis, which by its terms matures more than one year after
such date, and any such Indebtedness for borrowed money maturing within one year
from such date which is renewable or extendible at the option of the obligor to
a date more than one year from such date.

          "GAAP" means generally accepted accounting principles in the
United States of America.

          "Governmental Authority" means the government of the United States of
America, any other nation or any political subdivision thereof, whether state or
local, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government.

                                      14
<PAGE>

          "Guarantee" of or by any Person (the "guarantor") means any
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of guaranteeing any Indebtedness or other obligation of any
other Person (the "primary obligor") in any manner, whether directly or
indirectly, and including any obligation of the guarantor, direct or indirect,
(a) to purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness or other obligation or to purchase (or to advance or
supply funds for the purchase of) any security for the payment thereof, (b) to
purchase or lease property, securities or services for the purpose of assuring
the owner of such Indebtedness or other obligation of the payment thereof, (c)
to maintain working capital, equity capital or any other financial statement
condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation or (d) as an account party
in respect of any letter of credit or letter of guaranty issued to support such
Indebtedness or obligation; provided, that the term Guarantee shall not include
endorsements for collection or deposit in the ordinary course of business. The
amount of any Guarantee shall be deemed to be an amount equal to the stated or
determinable amount of the primary obligation in respect of which such Guarantee
is made or, if not stated or determinable, the maximum anticipated liability in
respect thereof (assuming such Person is required to perform thereunder).

          "Guarantee Agreement" means the Amended and Restated Guarantee
Agreement with respect to the Obligations, substantially in the form of Exhibit
C, made by Superholdings, APCS, Alamosa Delaware and the Subsidiary Loan Parties
in favor of the Collateral Agent for the benefit of the Secured Parties.

          "Hazardous Materials" means all explosive or radioactive substances or
wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any
Environmental Law.

          "Hedging Agreement" means any interest rate swap, cap or collar
agreement or similar arrangement dealing with interest rates or currency
exchange rates or commodity prices or the exchange of nominal interest
obligations, either generally or under specific contingencies or any arrangement
otherwise documented under an ISDA master agreement.

          "Indebtedness" of any Person means, without duplication, (a) all
obligations of such Person for borrowed money or with respect to deposits or
advances of any kind, (b) all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments, (c) all obligations of such Person
under conditional sale or other title retention agreements relating to property
acquired by such Person, (d) all obligations of such Person in respect of the
deferred purchase price of property or services (excluding current accounts
payable incurred in the ordinary course of business), (e) all Indebtedness of
others secured by (or for which the holder of such Indebtedness has an existing
right, contingent or otherwise, to be secured by) any Lien on property owned or
acquired by such Person, whether or not the Indebtedness secured thereby has
been assumed, (f) all Guarantees by such Person of Indebtedness of others, (g)
all Capital Lease Obligations of such Person, (h) all obligations, contingent or
otherwise, of such Person as an account party in respect of letters of credit
and letters of guaranty and (i) all obligations, contingent or otherwise, of
such Person in respect of bankers' acceptances. The Indebtedness of any Person
shall include the Indebtedness of any other entity (including any partnership in
which such Person is a general partner) to the extent such Person is liable
therefor as a result of such Person's ownership interest in or other
relationship with such entity, except to the extent the terms of such
Indebtedness provide that such Person is not liable therefor.

          "Indemnified Taxes" means Taxes other than Excluded Taxes.

          "Indemnity, Subrogation and Contribution Agreement" means the Amended
and Restated Indemnity, Subrogation and Contribution Agreement, substantially in
the form of Exhibit D, among Superholdings, APCS, Alamosa Delaware, the Borrower
and the Subsidiary Loan Parties.

                                      15
<PAGE>

          "Information Memorandum" means the Confidential Information Memorandum
dated January 2001 relating to the Borrower and the Transactions, as
supplemented by Exhibits A and B thereto, the revised sources and uses table
dated January 26, 2001, the revised capitalization tables dated January 26,
2001, the revised model dated January 26, 2001 the revised term sheet dated
January 30, 2001.

          "Interest Election Request" means a request by the Borrower to convert
or continue a Revolving Borrowing or Term Borrowing in accordance with Section
2.06.

          "Interest Payment Date" means (a) with respect to any ABR Loan, the
last day of each March, June, September and December and (b) with respect to any
Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing
of which such Loan is a part and, in the case of a Eurodollar Borrowing with an
Interest Period of more than three months' duration, each day prior to the last
day of such Interest Period that occurs at intervals of three months' duration
after the first day of such Interest Period.

          "Interest Period" means, with respect to any Eurodollar Borrowing, the
period commencing on the date of such Borrowing and ending on the numerically
corresponding day in the calendar month that is one, two, three or six months
thereafter, as the Borrower may elect; provided, that (a) if any Interest Period
would end on a day other than a Business Day, such Interest Period shall be
extended to the next succeeding Business Day unless such next succeeding
Business Day would fall in the next calendar month, in which case such Interest
Period shall end on the next preceding Business Day and (b) any Interest Period
that commences on the last Business Day of a calendar month (or on a day for
which there is no numerically corresponding day in the last calendar month of
such Interest Period) shall end on the last Business Day of the last calendar
month of such Interest Period. For purposes hereof, the date of a Borrowing
initially shall be the date on which such Borrowing is made and thereafter shall
be the effective date of the most recent conversion or continuation of such
Borrowing.

          "Investment" means purchasing, holding or acquiring (including
pursuant to any merger with any Person that was not a Wholly Owned Restricted
Subsidiary prior to such merger) any Capital Stock, evidences of indebtedness or
other securities (including any option, warrant or other right to acquire any of
the foregoing) of, or making or permitting to exist any loans or advances (other
than commercially reasonable extensions of trade credit) to, guaranteeing any
obligations of, or making or permitting to exist any investment in, any other
Person, or purchasing or otherwise acquiring (in one transaction or a series of
transactions) any assets of any Person constituting a business unit. The amount,
as of any date of determination, of any Investment shall be the original cost of
such Investment (including any Indebtedness of a Person existing at the time
such Person becomes a Restricted Subsidiary in connection with any Investment
and any Indebtedness assumed in connection with any acquisition of assets), plus
the cost of all additions, as of such date, thereto and minus the amount, as of
such date, of any portion of such Investment repaid to the investor in cash or
property as a repayment of principal or a return of capital (including pursuant
to any sale or disposition of such Investment), as the case may be (except to
the extent such repaid amount has been included in Consolidated Net Income), but
without any other adjustments for increases or decreases in value, or write-
ups, write-downs or write-offs with respect to such Investment. In determining
the amount of any Investment or repayment involving a transfer of any property
other than cash, such property shall be valued at its fair market value at the
time of such transfer.

          "Issuing Bank" means Citibank, in its capacity as the issuer of
Letters of Credit hereunder, and its successors in such capacity as provided in
Section 2.04(i). The Issuing Bank may, in its discretion, arrange for one or
more Letters of Credit to be issued by Affiliates of the Issuing Bank, in which
case the term "Issuing Bank" shall include any such Affiliate with respect to
Letters of Credit issued by such Affiliate.

          "LC Disbursement" means a payment made by the Issuing Bank pursuant to
a Letter of Credit.

                                      16
<PAGE>

          "LC Exposure" means, at any time, the sum of (a) the aggregate undrawn
amount of all outstanding Letters of Credit at such time plus (b) the aggregate
amount of all LC Disbursements that have not yet been reimbursed by or on behalf
of the Borrower at such time. The LC Exposure of any Revolving Lender at any
time shall be its Applicable Percentage of the total LC Exposure at such time.

          "Lenders" means the Persons listed on Schedule 2.01 and any other
Person that shall have become a party hereto pursuant to an Assignment and
Acceptance, other than any such Person that ceases to be a party hereto pursuant
to an Assignment and Acceptance. Certain Lenders reflected on Schedule 2.01 as
having no Term Commitments became Lenders on the Original Effective Date, or are
becoming Lenders on the Restatement Effective Date, by purchasing, pursuant to
an Assignment and Acceptance, Term Loans in the amounts indicated for such
Lenders on Schedule 2.01 which were initially made by other Lenders on the
Original Effective Date or are initially being made by other Lenders on the
Restatement Effective Date, as the case may be, and such Lenders are executing
this Agreement but shall not be deemed to have any Term Commitments hereunder.

          "Letter of Credit" means any letter of credit issued pursuant to
this Agreement.

          "Leverage Ratio" means, on any date, the ratio of (a) Total
Indebtedness as of such date to (b) Annualized EBITDA of Alamosa Delaware and
the Restricted Subsidiaries in respect of the fiscal quarter ended on such date
(or, if such date is not the last day of a fiscal quarter, ended on the last day
of the fiscal quarter of Alamosa Delaware most recently ended prior to such
date).

          "LIBO Rate" means, with respect to any Eurodollar Borrowing for any
Interest Period, the rate appearing on Page 3750 of the Telerate Service (or on
any successor or substitute page of such Service, or any successor to or
substitute for such Service, providing rate quotations comparable to those
currently provided on such page of such Service, as determined by the
Administrative Agent from time to time for purposes of providing quotations of
interest rates applicable to dollar deposits in the London interbank market) at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for dollar deposits with a
maturity comparable to such Interest Period. In the event that such rate is not
available at such time for any reason, then the "LIBO Rate" with respect to such
Eurodollar Borrowing for such Interest Period shall be the rate at which dollar
deposits of $5,000,000 and for a maturity comparable to such Interest Period are
offered by the principal London office of the Administrative Agent in
immediately available funds in the London interbank market at approximately
11:00 a.m., London time, two Business Days prior to the commencement of such
Interest Period.

          "License" means any license issued by the FCC that is used in
connection with the operation of a System by Alamosa Delaware or a Restricted
Subsidiary.

          "License Subsidiary" means (a) Washington Oregon Wireless Licenses,
LLC, a Delaware limited liability company, and (b) Southwest PCS Licenses, LLC,
a Delaware limited liability company, and/or any other Wholly Owned Subsidiary
of the Borrower designated as a License Subsidiary by notice to the
Administrative Agent; provided, however, that (i) such Subsidiary has no
obligations or liabilities other than as permitted by Section 3.13, (ii) all the
Capital Stock of such Subsidiary is pledged to the Collateral Agent for the
benefit of the Lenders in accordance with the terms of the Pledge Agreement and
(iii) the Borrower and such Subsidiary have entered into a Special Purpose
Funding Agreement.

          "Lien" means, with respect to any asset, (a) any mortgage, deed of
trust, lien, pledge, hypothecation, encumbrance, charge or security interest in,
on or of such asset, (b) the interest of a vendor or a lessor under any
conditional sale agreement, capital lease or title retention agreement (or any
financing lease having substantially the same economic effect as any of the
foregoing) relating to such asset and (c) in the case of securities, any
purchase option, call or similar right of a third party with respect to such
securities.

                                      17
<PAGE>

          "Loan Documents" means this Agreement and the Security Documents.

          "Loan Parties" means Superholdings, APCS, Alamosa Delaware, the
Borrower and the Subsidiary Loan Parties.

          "Loans" means the loans made by the Lenders to the Borrower
pursuant to this Agreement.

          "Long-Term Indebtedness" means any Indebtedness that, in accordance
with GAAP, constitutes (or, when incurred, constituted) a long-term liability.

          "Material Adverse Effect" means a material adverse effect on (a) the
business, assets, operations, prospects or condition, financial or otherwise, of
Superholdings, APCS, Alamosa Delaware, the Borrower and the Restricted
Subsidiaries, taken as a whole, (b) the ability of the Loan Parties, taken as a
whole, to perform any of their material obligations under the Loan Documents or
(c) any material rights of or benefits available to the Lenders under any Loan
Document.

          "Material Indebtedness" means Indebtedness (other than the Loans and
Letters of Credit), or obligations in respect of one or more Hedging Agreements,
of any one or more of Superholdings, APCS, Alamosa Delaware, the Borrower and
the Restricted Subsidiaries in an aggregate principal amount exceeding
$5,000,000. For purposes of determining Material Indebtedness, the "principal
amount" of the obligations of Superholdings, APCS, Alamosa Delaware, the
Borrower or any Restricted Subsidiary in respect of any Hedging Agreement at any
time shall be the maximum aggregate amount (giving effect to any netting
agreements) that Superholdings, APCS, Alamosa Delaware, the Borrower or such
Restricted Subsidiary would be required to pay if such Hedging Agreement were
terminated at such time.

          "Moody's" means Moody's Investors Service, Inc.

          "Mortgage" means a mortgage, deed of trust, assignment of leases and
rents, leasehold mortgage or other security document granting a Lien on any
Mortgaged Property to secure the Obligations. Each Mortgage shall be
satisfactory in form and substance to the Collateral Agent.

          "Mortgaged Property" means each parcel of real property and
improvements thereto with respect to which a Mortgage is granted pursuant to the
Collateral and Guarantee Requirement under Section 4.01 or Section 5.12 or 5.13.

          "Multiemployer Plan" means a multiemployer plan as defined in
Section 4001(a)(3) of ERISA.

          "Net Proceeds" means, with respect to any event (a) the cash proceeds
received in respect of such event including (i) any cash received in respect of
any non-cash proceeds, but only as and when received, (ii) in the case of a
casualty, insurance proceeds, and (iii) in the case of a condemnation or similar
event, condemnation awards and similar payments, net of (b) the sum of (i) all
reasonable fees (including any underwriting fees, discounts and commissions) and
out-of-pocket expenses paid by Alamosa Delaware, the Borrower and the Restricted
Subsidiaries to third parties (other than Affiliates) in connection with such
event, (ii) in the case of a sale, transfer or other disposition of an asset
(including pursuant to a sale and leaseback transaction or a casualty or a
condemnation or similar proceeding), the amount of all payments required to be
made by Alamosa Delaware, the Borrower and the Restricted Subsidiaries as a
result of such event to repay Indebtedness (other than Loans) secured by such
asset or otherwise subject to mandatory prepayment as a result of such event,
and (iii) the amount of all taxes paid (or reasonably estimated to be payable,
provided that such amounts withheld or estimated for tax payments shall, to the
extent not utilized for the payment of taxes, be deemed to be Net Proceeds) by
Alamosa Delaware, the Borrower and the Restricted Subsidiaries, and the amount
of any reserves established by Alamosa Delaware, the Borrower and the Restricted
Subsidiaries to fund contingent liabilities reasonably estimated to be payable
(provided that any reversal of any such reserves will be deemed to be Net
Proceeds received at the time and in the amount of such reversal), in each case
that are directly attributable to such event (as determined reasonably and in
good faith by the chief financial officer of the Borrower).

                                      18
<PAGE>

          "Net Property, Plant and Equipment" means net property, plant and
equipment of Alamosa Delaware and the Restricted Subsidiaries as determined in
accordance with GAAP.

          "Net Working Capital" means, at any date, (a) the consolidated current
assets of Alamosa Delaware and its Restricted Subsidiaries as of such date
(excluding cash and Permitted Investments) minus (b) the consolidated current
liabilities of Alamosa Delaware and its Restricted Subsidiaries as of such date
(excluding current liabilities in respect of Indebtedness). Net Working Capital
at any date may be a positive or negative number. Net Working Capital increases
when it becomes more positive or less negative and decreases when it becomes
less positive or more negative.

          "Obligations" has the meaning assigned to such term in the
Guarantee Agreement.

          "Oklahoma LLCs" means SWGP, L.L.C. and SWLP, L.L.C., each an
Oklahoma limited liability company and a wholly owned subsidiary of the
Borrower.

          "Other Taxes" means any and all present or future recording, stamp,
documentary, excise, transfer, sales, property or similar taxes, charges or
levies arising from any payment made under any Loan Document or from the
execution, delivery or enforcement of, or otherwise with respect to, any Loan
Document.

          "PBGC" means the Pension Benefit Guaranty Corporation referred to and
defined in ERISA and any successor entity performing similar functions.

          "Perfection Certificate" means a certificate in the form of Annex I of
the Security Agreement or any other form approved by the Collateral Agent.

          "Permitted Encumbrances" means:

          (a) Liens imposed by law for taxes, assessments or other governmental
     charges that are not delinquent or are being contested in compliance with
     Section 5.05;

          (b) carriers', warehousemen's, mechanics', materialmen's, landlords',
     repairmen's and other like Liens imposed by law, arising in the ordinary
     course of business and securing obligations that are not overdue by more
     than 90 days or are being contested in compliance with Section 5.05;

          (c) pledges and deposits made in the ordinary course of business in
     compliance with workers' compensation, unemployment insurance and other
     social security laws or regulations and deposits securing liabilities to
     insurance carriers or in connection with self insurance arrangements;

          (d) deposits to secure the performance of bids, trade contracts,
     leases, statutory obligations, surety and appeal bonds, performance bonds
     and other obligations of a like nature, in each case in the ordinary course
     of business;

          (e) judgment liens in respect of judgments that do not constitute an
     Event of Default under clause (k) of Article VII;

          (f) easements, zoning restrictions, rights-of-way and other
     encumbrances on real property imposed by law or arising in the ordinary
     course of business that do not secure any monetary obligations and do not
     materially detract from the value of the affected property or interfere
     with the ordinary conduct of business of Alamosa Delaware or any Restricted
     Subsidiary;

          (g) restrictions on the transfer of assets contained in any License or
     imposed by the Communications Act or comparable state legislation enacted
     after the date hereof;


                                      19
<PAGE>

          (h) leases or subleases granted to others not interfering in any
     material respect with the business of Alamosa Delaware and the Restricted
     Subsidiaries, taken as a whole, and any interest or title of a lessor under
     any lease (other than a Capital Lease Obligation) not prohibited by this
     Agreement;

          (i) ground leases in respect of real property on which facilities
     owned or leased by Alamosa Delaware or any Restricted Subsidiary are
     located;

          (j) the filing of financing statements regarding leases (other than a
     Capital Lease Obligation) not prohibited by this Agreement, which financing
     statements shall not have the effect of creating, evidencing or perfecting
     any Lien on any property or asset of Alamosa Delaware or any of its
     Restricted Subsidiaries but shall be, in effect, for informational purposes
     only;

          (k) with respect to each Mortgaged Property, the exceptions listed in
     the title insurance policy relating to such Mortgaged Property; and

          (l) minor defects in title that do not interfere with the ability to
     conduct business in the ordinary course or to utilize properties for their
     intended purposes;

provided that the term "Permitted Encumbrances" shall not include any Lien
securing Indebtedness.

          "Permitted Equity Proceeds Use" means the application of cash proceeds
of the equity contributions made by Alamosa Delaware to the Borrower on or prior
to the Restatement Effective Date to any of the following: (i) Investments
pursuant to Sections 6.04(d)(ii) and (l) and (ii) Restricted Payments pursuant
to Sections 6.08(a)(v) and (vi); provided, however, that the aggregate amount of
such Restricted Payments plus the aggregate amount of such Investments at any
time outstanding does not exceed $50,000,000.

          "Permitted Investments" means:

          (a) direct obligations of, or obligations the principal of and
     interest on which are unconditionally guaranteed by, the United States of
     America (or by any agency thereof to the extent such obligations are backed
     by the full faith and credit of the United States of America), in each case
     maturing within one year from the date of acquisition thereof;

          (b) investments in commercial paper maturing within 270 days from the
     date of acquisition thereof and having, at such date of acquisition, a
     credit rating of A-1 or better or P-1 or better from S&P or from Moody's,
     respectively;

          (c) investments in certificates of deposit, banker's acceptances and
     time deposits maturing within 180 days from the date of acquisition thereof
     issued or guaranteed by or placed with, and money market deposit accounts
     issued or offered by, any domestic office of any commercial bank organized
     under the laws of the United States of America or any State thereof which
     has a combined capital and surplus and undivided profits of not less than
     $500,000,000;

          (d) fully collateralized repurchase agreements with a term of not more
     than 30 days for securities described in clause (a) above and entered into
     with a financial institution satisfying the criteria described in clause
     (c) above; and

                                      20
<PAGE>

          (e) investments in money market funds substantially all of whose
     assets consist of securities of the types described in clauses (a) through
     (d) above.

          "Person" means any natural person, corporation, limited liability
company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.

          "Plan" means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA, and in respect of which Alamosa
Delaware or any ERISA Affiliate is (or, if such plan were terminated, would
under Section 4069 of ERISA be deemed to be) an "employer" as defined in Section
3(5) of ERISA.

          "Pledge Agreement" means the Amended and Restated Pledge Agreement,
substantially in the form of Exhibit E, among Alamosa Delaware, the Borrower,
the Subsidiary Loan Parties and the Collateral Agent, for the benefit of the
Secured Parties.

          "Pops" means, as of any date, with respect to any BTA, MTA, MSA or
RSA, as applicable, the population of such BTA, MTA, MSA, or RSA, as applicable,
as such number is most recently published in the "PCS Atlas and Data Book" by
Paul Kagen Associates, Inc.

          "Prepayment Event" means:

          (a) any sale, transfer or other disposition (including pursuant to a
     sale and leaseback transaction) of any property or asset of Alamosa
     Delaware or any Restricted Subsidiary, other than (i) dispositions
     described in clauses (a), (b) and (c) of Section 6.05 and (ii) other
     dispositions resulting in aggregate Net Proceeds not exceeding $1,000,000
     during any fiscal year of Alamosa Delaware; or

          (b) any casualty or other insured damage to, or any taking under power
     of eminent domain or by condemnation or similar proceeding of, any property
     or asset of Alamosa Delaware or any Restricted Subsidiary, but only to the
     extent that the Net Proceeds therefrom have not been applied to repair,
     restore or replace such property or asset within 270 days after such event;
     or

          (c) the incurrence by Superholdings, APCS, Alamosa Delaware, the
     Borrower or any Restricted Subsidiary of any Indebtedness, other than
     Indebtedness permitted by Section 6.01.

          "Pro Forma Debt Service" means, as of the last day of any fiscal
quarter, the sum of (a) projected Consolidated Cash Interest Expense for the
period of four fiscal quarters immediately following such fiscal quarter and (b)
the aggregate amount of scheduled principal payments to be made during such
period of four fiscal quarters in respect of Long-Term Indebtedness of Alamosa
Delaware and the Restricted Subsidiaries outstanding on such date. For purposes
of the foregoing, (i) interest with respect to floating rate Indebtedness shall
be deemed to accrue during such period of four fiscal quarters at the same rates
in effect on the determination date, giving effect to interest rate Hedging
Agreements in effect on the determination date to the extent applicable to such
period and (ii) except for then-scheduled amortization payments, all
Indebtedness outstanding on the determination date shall be assumed to remain
outstanding during such period of four fiscal quarters.

                                      21
<PAGE>

          "Public Information Memorandum" means the Information Memorandum dated
January 2001 relating to the Borrower and the Transactions and containing only
publicly available information.

          "Real Property Assets" means all interests (including leasehold
interests) of Alamosa Delaware and its Restricted Subsidiaries in real property.

          "Real Property Subsidiary" means each of (a) Roberts Wireless
Properties, LLC, (b) Washington Oregon Wireless Properties, LLC, (c) Alamosa
(Wisconsin) Properties, LLC, (d) Alamosa Properties, LP and (e) Southwest PCS
Properties, LLC and/or any Wholly Owned Subsidiary of the Borrower designated by
the Borrower as a Real Property Subsidiary by notice to the Administrative
Agent; provided, however, that (i) such Subsidiary has no obligations or
liabilities other than as permitted by Section 3.13, (ii) the stock of such
Subsidiary is pledged to the Collateral Agent for the benefit of the Lenders in
accordance with the terms of the Pledge Agreement and (iii) the Borrower and
such Subsidiary have entered into a Special Purpose Subsidiary Funding
Agreement.

          "Real Property-Related Equipment" means all equipment (as defined in
the UCC) of Alamosa Delaware or any Restricted Subsidiary that constitutes a
fixture (as defined in the UCC) on Real Property Assets.

          "Register" has the meaning set forth in Section 9.04.

          "Related Parties" means, with respect to any specified Person, such
Person's Affiliates and the respective directors, officers, employees, agents
and advisors of such Person and such Person's Affiliates.

          "Required Lenders" means, at any time, Lenders having Revolving
Exposures, Term Loans and unused Commitments representing more than 50% of the
sum of the total Revolving Exposures, outstanding Term Loans and unused
Commitments at such time.

          "Requirement of Law" means, as to any Person, the certificate of
incorporation and by-laws, the partnership agreement or other organizational or
governing documents of such Person, and any law, treaty, rule or regulation, or
determination, judgment, writ, injunction, decree or order of an arbitrator or a
court or other Governmental Authority, in each case applicable to or binding
upon such Person or any of its property or to which such Person or any of its
property is subject.

          "Restatement Effective Date" means the date on which the conditions
specified in Section 4.01 are satisfied (or waived in accordance with Section
9.02).

          "Restricted Payment" means any dividend or other distribution (whether
in cash, securities or other property) with respect to any Equity Interests in
Superholdings, APCS, Alamosa Delaware, the Borrower or any Restricted
Subsidiary, or any payment (whether in cash, securities or other property),
including any sinking fund or similar deposit, on account of the purchase,
redemption, retirement, acquisition, cancelation or termination of any Equity
Interests in Superholdings, APCS, Alamosa Delaware, the Borrower or any
Restricted Subsidiary or any option, warrant or other right to acquire any such
Equity Interests in Superholdings, APCS, Alamosa Delaware, the Borrower or any
Restricted Subsidiary.

          "Restricted Subsidiary" means any Subsidiary that is not an
Unrestricted Subsidiary.

          "Revolving Availability Period" means the period from and including
the Restatement Effective Date to but excluding the earlier of the Revolving
Maturity Date and the date of termination of the Revolving Commitments.

                                      22
<PAGE>

          "Revolving Commitment" means, with respect to each Lender, the
commitment, if any, of such Lender to make Revolving Loans and to acquire
participations in Letters of Credit, expressed as an amount representing the
maximum aggregate amount of such Lender's Revolving Exposure hereunder, as such
commitment may be (a) reduced from time to time pursuant to Section 2.07 and (b)
reduced or increased from time to time pursuant to assignments by or to such
Lender pursuant to Section 9.04. The initial amount of each Lender's Revolving
Commitment is set forth on Schedule 2.01, or in the Assignment and Acceptance
pursuant to which such Lender shall have assumed its Revolving Commitment, as
applicable. The initial aggregate amount of the Lenders' Revolving Commitments
is $40,000,000.

          "Revolving Exposure" means, with respect to any Lender at any time,
the sum of the outstanding principal amount of such Lender's Revolving Loans and
its LC Exposure at such time.

          "Revolving Lender" means a Lender with a Revolving Commitment or, if
the Revolving Commitments have terminated or expired, a Lender with Revolving
Exposure.

          "Revolving Loan" means a Loan made pursuant to clause (b) of
Section 2.01.

          "Revolving Maturity Date" means February 14, 2008.

          "Roberts" means Roberts Wireless Communications L.L.C., a Missouri
limited liability company and a wholly owned subsidiary of the Borrower.

          "Roberts Credit Agreement" means the Credit Agreement, dated as of
September 8, 1999 (as amended, supplemented or otherwise modified from time to
time), among Roberts, the lenders party thereto, State Street Bank and Trust
Company, as Collateral Agent, and Lucent Technologies Inc., as Administrative
Agent.

          "Roberts Term Loans" means $20,000,000 principal amount of Term Loans
made on the Original Effective Date the proceeds of which (together with the
proceeds of other Term Loans) were utilized to repay Existing Roberts
Indebtedness under the Roberts Credit Agreement.

          "S&P" means Standard & Poor's.

          "Secured Parties" has the meaning assigned to such term in the
Security Agreement.

          "Secured Real Property Assets" means all Real Property Assets
(including Mortgaged Properties) in which the Administrative Agent, for the
benefit of the Secured Parties, has a first priority perfected Mortgage or other
first priority perfected security interest pursuant to the Security Documents.

          "Secured Real Property-Related Equipment" means Real Property-Related
Equipment in which the Administrative Agent, for the benefit of the Secured
Parties, has a first priority perfected security interest pursuant to the
Security Documents.

          "Security Agreement" means the Amended and Restated Security
Agreement, substantially in the form of Exhibit F, among Alamosa Delaware, the
Borrower, the Subsidiary Loan Parties and the Collateral Agent, for the benefit
of the Secured Parties.

          "Security Documents" means the Guarantee Agreement, the Indemnity,
Subrogation and Contribution Agreement, the Pledge Agreement and the Security
Agreement, the Mortgages and each other security agreement or other instrument
or document executed and delivered pursuant to Section 5.12 or 5.13 to secure
any of the Obligations.


                                      23
<PAGE>

          "Senior Borrower Debt" means, on any date, the aggregate principal
amount of Indebtedness of the Borrower and its Restricted Subsidiaries, other
than unsecured Indebtedness subordinated to the obligations of the Borrower and
its Restricted Subsidiaries under the Loan Documents in a manner satisfactory to
the Required Lenders, that would be reflected on a consolidated balance sheet of
the Borrower and its Restricted Subsidiaries prepared as of such date in
accordance with GAAP; provided that any such Indebtedness attributable solely to
the application of SFAS 133 shall not be included as Senior Borrower Debt.

          "Senior Debt" means, on any date, Total Indebtedness on such date less
(without duplication) the outstanding amount on such date of any unsecured
Indebtedness of Alamosa Delaware and the Restricted Subsidiaries that is
subordinated to the obligations of Alamosa Delaware and the Restricted
Subsidiaries under the Loan Documents in a manner satisfactory to the Required
Lenders.

          "Senior Leverage Ratio" means, on any date, the ratio of (a) Senior
Borrower Debt as of such date to (b) Annualized EBITDA in respect of the fiscal
quarter ended on such date (or, if such date is not the last day of a fiscal
quarter, ended on the last day of the fiscal quarter of Alamosa Delaware most
recently ended prior to such date).

          "Service Regions" means (i) the BTAs, MSAs and RSAs listed on Schedule
3.14 (excluding any areas in which Alamosa Delaware and its Restricted
Subsidiaries have ceased to provide service with the consent of the Required
Lenders) and (ii) any other geographic areas with respect to which Alamosa
Delaware or its Restricted Subsidiaries acquire Licenses (or rights to exploit
Licenses substantially equivalent to the rights granted in the Sprint
Agreements) after the date hereof in accordance with the terms of this
Agreement.

          "Southwest" means Southwest PCS, L.P., an Oklahoma limited partnership
and a wholly owned subsidiary of the Oklahoma LLCs.

          "Southwest Credit Agreement" mean the Amended and Restated Credit
Agreement dated as of April 30, 1999, as amended and restated as of September
22, 2000 (as amended, supplemented or otherwise modified from time to time),
among Southwest, the banks party thereto and BNP Paribas, as Agent.

          "Southwest Term Loans" means $53,000,000 principal amount of Term
Loans made on the Restatement Effective Date the proceeds of which were utilized
to repay Existing Southwest Indebtedness under the Southwest Credit Agreement.

          "Special Purpose Subsidiary" means each License Subsidiary and
each Real Property Subsidiary.

          "Special Purpose Subsidiary Funding Agreement" means an agreement
between the Borrower and each Special Purpose Subsidiary whereby (i) such
Special Purpose Subsidiary agrees to provide to the Borrower and its operating
Subsidiaries the benefit of the use of such Special Purpose Subsidiary's assets,
(b) the Borrower and its operating Subsidiaries agree to pay to such Special
Purpose Subsidiary an amount equal to all liabilities of such Special Purpose
Subsidiary less any amounts contributed by the Borrower or any operating
Subsidiary to the equity of such Special Purpose Subsidiary for the purpose of
paying such liabilities, (c) the Borrower and its operating Subsidiaries agree
to cause all Contractual Obligations of such Special Purpose Subsidiary to be
performed and all Requirements of Law of such Special Purpose Subsidiary to be
complied with and (d) the Borrower and such Special Purpose Subsidiary agree,
for the benefit of the Administrative Agent and the Secured Parties, to the
assignment by each of its rights thereunder to the Administrative Agent for the
benefit of the Secured Parties.

          "Sprint Agreements" means the Management Agreements, the Sprint PCS
Services Agreements, the Sprint Spectrum Trademark and Service Mark License
Agreements and the Sprint Trademark and Service Mark License Agreements entered
into by (i) Texas Telecommunications, LP as of December 23, 1999, (ii) Alamosa
Wisconsin Limited Partnership as of December 6, 1999, (iii) Roberts Wireless
Communications, L.L.C. as of June 8, 1998, (iv) Washington Oregon Wireless LLC
as of January 25, 1999 and (v) Southwest PCS, L.P. as of July 10, 1998.

                                      24
<PAGE>

          "Sprint PCS" means any one or more of the parties, other than the
Borrower or its subsidiaries, who are signatories to the Sprint Agreements,
including, without limitation, the following: Sprint Spectrum L.P.,
Sprintcom, Inc., Sprint Communications Company, L.P., Cox Communications
PCS, L.P., Cox PCS License, LLC and Wirelessco, L.P.

          "Statutory Reserve Rate" means a fraction (expressed as a decimal),
the numerator of which is the number one and the denominator of which is the
number one minus the aggregate of the maximum reserve percentages (including any
marginal, special, emergency or supplemental reserves) expressed as a decimal
established by the Board to which the Administrative Agent is subject (a) with
respect to the Base CD Rate, for new negotiable nonpersonal time deposits in
dollars of over $100,000 with maturities approximately equal to three months and
(b) with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently
referred to as "Eurocurrency Liabilities" in Regulation D of the Board). Such
reserve percentages shall include those imposed pursuant to such Regulation D.
Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be
subject to such reserve requirements without benefit of or credit for proration,
exemptions or offsets that may be available from time to time to any Lender
under such Regulation D or any comparable regulation. The Statutory Reserve Rate
shall be adjusted automatically on and as of the effective date of any change in
any reserve percentage.

          "Subscribers" means, as of any date, all customers then receiving
Wireless Services from Alamosa Delaware or any of its Restricted Subsidiaries,
none of the subscriber payments (other than those disputed in good faith by such
customer) of which are, as of such date, past due for such period as Sprint PCS
may have established for terminating such customer's service.

          "subsidiary" means, with respect to any Person (the "parent") at any
date, any corporation, limited liability company, partnership, association or
other entity the accounts of which would be consolidated with those of the
parent in the parent's consolidated financial statements if such financial
statements were prepared in accordance with GAAP as of such date, as well as any
other corporation, limited liability company, partnership, association or other
entity (a) of which securities or other ownership interests representing more
than 50% of the equity or more than 50% of the ordinary voting power or, in the
case of a partnership, more than 50% of the general partnership interests are,
as of such date, owned, controlled or held, or (b) that is, as of such date,
otherwise Controlled, by the parent or one or more subsidiaries of the parent or
by the parent and one or more subsidiaries of the parent.

          "Subsidiary" means any subsidiary of Alamosa Delaware. For purposes of
the representations and warranties made herein on (i) the Original Effective
Date, the term "Subsidiary" includes each of Roberts and WOW and their
respective subsidiaries and (ii) the Restatement Effective Date, the term
"Subsidiary" includes each of the Southwest Entities and their respective
subsidiaries.

          "Subsidiary Loan Party" means any wholly owned Restricted Subsidiary
that is not a Foreign Subsidiary.

          "Superholdings" means Alamosa Holdings, Inc., a Delaware
corporation.

          "Syndication Agent" has the meaning set forth in the preamble of
this Agreement.

          "System" means, as to any Person, assets consisting of a radio
communications system authorized under the rules of the FCC for wireless
communications services (including any owned license and the network, marketing,
distribution, sales, customer interface and operating functions relating to the
provision of such services) owned or leased and operated by such Person.

                                      25
<PAGE>

          "Taxes" means any and all present or future taxes, levies, imposts,
duties, deductions, charges or withholdings imposed by any Governmental
Authority.

          "Term Availability Period" means the period from and including the
Restatement Effective Date to but excluding the earlier of (a) the date the Term
Commitments are terminated and (b) the Term Commitment Termination Date.

          "Term Commitment" means, with respect to each Lender, the commitment,
if any, of such Lender to make a Term Loan hereunder, expressed as an amount
representing the maximum principal amount of the Term Loan to be made by such
Lender hereunder, as such commitment may be (a) reduced from time to time
pursuant to Section 2.07 and (b) reduced or increased from time to time pursuant
to assignments by or to such Lender pursuant to Section 9.04. The initial amount
of each Lender's Term Commitment is set forth on Schedule 2.01, or in the
Assignment and Acceptance pursuant to which such Lender shall have assumed its
Commitment, as applicable. The initial aggregate amount of the Lenders' Term
Commitments is $293,000,000.

          "Term Commitment Termination Date" means the date that is twelve
months after the Original Effective Date.

          "Term Lender" means a Lender with a Term Commitment or an outstanding
Term Loan.

          "Term Loan" means a loan made pursuant to clause (a) of Section 2.01.

          "Term Maturity Date" means February 14, 2008.

          "Three-Month Secondary CD Rate" means, for any day, the secondary
market rate for three-month certificates of deposit reported as being in effect
on such day (or, if such day is not a Business Day, the next preceding Business
Day) by the Board through the public information telephone line of the Federal
Reserve Bank of New York (which rate will, under the current practices of the
Board, be published in Federal Reserve Statistical Release H.15(519) during the
week following such day) or, if such rate is not so reported on such day or such
next preceding Business Day, the average of the secondary market quotations for
three-month certificates of deposit of major money center banks in New York
received at approximately 10:00 a.m., New York time, on such day (or, if such
day is not a Business Day, on the next preceding Business Day) by the
Administrative Agent from three negotiable certificate of deposit dealers of
recognized standing selected by it.

          "Total Borrower Capital" means at any date, the sum of (a) the sum on
such date of all Indebtedness for borrowed money of the Borrower and its
Restricted Subsidiaries, determined on a consolidated basis, which by its terms
matures more than one year after such date, and any such Indebtedness for
borrowed money maturing within one year from such date which is renewable or
extendible at the option of the obligor to a date more than one year from such
date, that would, in each case, be reflected on a consolidated balance sheet of
the Borrower and its Restricted Subsidiaries prepared as of such date in
accordance with GAAP, plus (b) the aggregate amount on such date of Contributed
Borrower Equity.

          "Total Capital" means at any date, the sum of (a) Funded Debt on such
date plus (b) Contributed Equity on such date.

          "Total Indebtedness" means, as of any date, the aggregate principal
amount of Indebtedness of Alamosa Delaware and the Restricted Subsidiaries
outstanding as of such date, in the amount that would be reflected on a
consolidated balance sheet of Alamosa Delaware and the Restricted Subsidiaries
prepared as of such date in accordance with GAAP; provided that any such
Indebtedness attributable solely to the application of SFAS 133 shall not be
included in Total Indebtedness.

          "12 1/2% Senior Notes" means the 12 1/2% Senior Notes due 2011 of
Alamosa Delaware issued under the 12 1/2% Senior Notes Indenture in an aggregate
principal amount equal to $250,000,000.


                                      26
<PAGE>

          "12 1/2% Senior Notes Indenture" means the Indenture dated as of
January 31, 2001, between Alamosa Delaware, the subsidiary guarantors party
thereto and Wells Fargo Bank Minnesota, N.A., as trustee.

          "12 7/8% Senior Discount Notes" means the 12 7/8% Senior Discount
Notes due 2010 of Alamosa Delaware issued under the 12 7/8% Senior Discount
Notes Indenture in an aggregate principal amount equal to $350,000,000.

          "12 7/8% Senior Discount Notes Indenture" means the Indenture dated as
of February 8, 2000, between Alamosa Delaware and Norwest Bank Minnesota, N.A.
as trustee.

          "Type", when used in reference to any Loan or Borrowing, refers to
whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate
Base Rate.

          "UCC" means the Uniform Commercial Code of the State of New York.

          "Unrestricted Subsidiary" means any Subsidiary of Alamosa Delaware
that has been designated as an Unrestricted Subsidiary by Alamosa Delaware
pursuant to and in compliance with Section 6.14. No Unrestricted Subsidiary may
own any Capital Stock of a Restricted Subsidiary.

          "Wholly Owned Subsidiary" of any Person shall mean a subsidiary of
such Person of which Securities (except for directors' qualifying shares) or
other ownership interests representing 100% of the equity or 100% of the
ordinary voting power or 100% of the general partnership interests are, at the
time any determination is being made, owned, controlled or held by such Person
or one or more wholly owned subsidiaries of such Person or by such Person and
one or more wholly owned subsidiaries of such Person.

          "Wireless Services" means broadband personal communications services
or cellular services provided in one or more Systems.

          "Wireless Telecommunications Business" means (a) the ownership,
design, construction, development, acquisition, installation or management of
one or more Systems to provide Wireless Services as part of an affiliation
program with Sprint PCS, (b) the delivery or distribution of Wireless Services
as part of an affiliation program with Sprint PCS or (c) any business or
activity reasonably related to the activities described in clauses (a) or (b) of
this definition, including, without limitation, the acquisition, holding or
exploitation of any license relating to the activities described in clauses (a)
or (b) of this definition.

          "Withdrawal Liability" means liability to a Multiemployer Plan as a
result of a complete or partial withdrawal from such Multiemployer Plan, as such
terms are defined in Part I of Subtitle E of Title IV of ERISA.

          "WOW" means Washington Oregon Wireless, LLC, an Oregon limited
liability company and a wholly owned subsidiary of the Borrower.

          "WOW Credit Agreement" means the Credit Agreement dated as of April
12, 2000 (as amended, supplemented or otherwise modified from time to time),
among WOW, CoBank, ACB, as Administrative Agent and the lenders party thereto.

          "WOW Term Loans" means $10,000,000 principal amount of Term Loans made
on the Original Effective Date the proceeds of which (together with the proceeds
of other Term Loans) were utilized to repay Existing WOW Indebtedness under the
WOW Credit Agreement.


                                      27
<PAGE>

          SECTION 1.02. Classification of Loans and Borrowings. For purposes of
this Agreement, Loans may be classified and referred to by Class (e.g., a
"Revolving Loan") or by Type (e.g., a "Eurodollar Loan") or by Class and Type
(e.g., a "Eurodollar Revolving Loan"). Borrowings also may be classified and
referred to by Class (e.g., a "Revolving Borrowing") or by Type (e.g., a
"Eurodollar Borrowing") or by Class and Type (e.g., a "Eurodollar Revolving
Borrowing").

          SECTION 1.03. Terms Generally. The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed by the phrase "without limitation". The word "will"
shall be construed to have the same meaning and effect as the word "shall".
Unless the context requires otherwise (a) any definition of or reference to any
agreement, instrument or other document herein shall be construed as referring
to such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference
herein to any Person shall be construed to include such Person's successors and
assigns, (c) the words "herein", "hereof" and "hereunder", and words of similar
import, shall be construed to refer to this Agreement in its entirety and not to
any particular provision hereof, (d) all references herein to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement and (e) the words
"asset" and "property" shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights.

          SECTION 1.04. Accounting Terms; GAAP. Except as otherwise expressly
provided herein, all terms of an accounting or financial nature shall be
construed in accordance with GAAP, as in effect from time to time; provided
that, if the Borrower notifies the Administrative Agent that the Borrower
requests an amendment to any provision hereof to eliminate the effect of any
change occurring after the date hereof in GAAP or in the application thereof on
the operation of such provision (or if the Administrative Agent notifies the
Borrower that the Required Lenders request an amendment to any provision hereof
for such purpose), regardless of whether any such notice is given before or
after such change in GAAP or in the application thereof, then such provision
shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith.

                                      28
<PAGE>

                                   ARTICLE II

                                   The Credits

          SECTION 2.01. Commitments. Subject to the terms and conditions set
forth herein, each Lender agrees (a) to continue as Term Loans hereunder,
including as Roberts Term Loans and WOW Term Loans hereunder, the aggregate
principal amount of "Term Loans", including "Roberts Term Loans" and "WOW Term
Loans", under and as defined in the Original Credit Agreement that are
outstanding on the Restatement Effective Date (such Lender's "Outstanding
Loans"), (b) to make additional Term Loans, including Southwest Term Loans, to
the Borrower from time to time during the Term Availability Period in a
principal amount not exceeding the excess of such Lender's Term Commitment, if
any, over the amount of such Lender's Outstanding Loans and (c) to make
Revolving Loans to the Borrower from time to time during the Revolving
Availability Period in an aggregate principal amount that will not result in
such Lender's Revolving Exposure exceeding such Lender's Revolving Commitment;
provided, no Revolving Loans shall be made until all Term Commitments have been
borrowed; provided further, that, on the Restatement Effective Date, the
Borrower must borrow a minimum aggregate principal amount of $53,000,000 of Term
Loans. Within the foregoing limits and subject to the terms and conditions set
forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans.
Amounts repaid in respect of Term Loans may not be reborrowed.

          SECTION 2.02. Loans and Borrowings. (a) Each Loan shall be made as
part of a Borrowing consisting of Loans of the same Class and Type made by the
Lenders ratably in accordance with their respective unutilized Commitments of
the applicable Class. The failure of any Lender to make any Loan required to be
made by it shall not relieve any other Lender of its obligations hereunder;
provided that the Commitments of the Lenders are several and no Lender shall be
responsible for any other Lender's failure to make Loans as required.

          (b) Subject to Section 2.13, each Revolving Borrowing and Term
Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the
Borrower may request in accordance herewith. Each Lender at its option may make
any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of
such Lender to make such Loan; provided that any exercise of such option shall
not affect the obligation of the Borrower to repay such Loan in accordance with
the terms of this Agreement.

          (c) At the commencement of each Interest Period for any Eurodollar
Borrowing, such Borrowing shall be in an aggregate amount that is an integral
multiple of $1,000,000 and not less than $5,000,000. At the time that each ABR
Borrowing is made, such Borrowing shall be in an aggregate amount that is an
integral multiple of $1,000,000 and not less than $5,000,000; provided that an
ABR Revolving Borrowing may be in an aggregate amount that is equal to the
entire unused balance of the total Revolving Commitments or that is required to
finance the reimbursement of an LC Disbursement as contemplated by Section
2.04(e). Borrowings of more than one Type and Class may be outstanding at the
same time; provided that there shall not at any time be more than a total of
eight Eurodollar Borrowings outstanding.

          (d) Notwithstanding any other provision of this Agreement, the
Borrower shall not be entitled to request, or to elect to convert or continue,
any Borrowing if the Interest Period requested with respect thereto would end
after the Revolving Maturity Date, or Term Maturity Date, as applicable.

                                      29
<PAGE>

          SECTION 2.03. Requests for Borrowings. To request a Revolving
Borrowing or Term Borrowing, the Borrower shall notify the Administrative Agent
of such request by telephone (a) in the case of a Eurodollar Borrowing, not
later than 11:00 a.m., New York time, three Business Days before the date of the
proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 11:00
a.m., New York time, one Business Day before the date of the proposed Borrowing;
provided that any such notice of an ABR Revolving Borrowing to finance the
reimbursement of an LC Disbursement as contemplated by Section 2.04(e) may be
given not later than 10:00 a.m., New York time, on the date of the proposed
Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall
be confirmed promptly by hand delivery or telecopy to the Administrative Agent
of a written Borrowing Request in a form approved by the Administrative Agent
and signed by the Borrower. Each such telephonic and written Borrowing Request
shall specify the following information in compliance with Section 2.02:

          (i) whether the requested Borrowing is to be a Revolving
     Borrowing or a Term Borrowing;

          (ii) the aggregate amount of such Borrowing;

          (iii) the date of such Borrowing, which shall be a Business Day;

          (iv) whether such Borrowing is to be an ABR Borrowing or a Eurodollar
     Borrowing;

          (v) in the case of a Eurodollar Borrowing, the initial Interest Period
     to be applicable thereto, which shall be a period contemplated by the
     definition of the term "Interest Period"; and

          (vi) the location and number of the Borrower's account to which funds
     are to be disbursed, which shall comply with the requirements of Section
     2.05.

If no election as to the Type of Borrowing is specified, then the requested
Borrowing shall be an ABR Borrowing. If no Interest Period is specified with
respect to any requested Eurodollar Revolving Borrowing, then the Borrower shall
be deemed to have selected an Interest Period of one month's duration. Promptly
following receipt of a Borrowing Request in accordance with this Section, the
Administrative Agent shall advise each Lender of the details thereof and of the
amount of such Lender's Loan to be made as part of the requested Borrowing.

          SECTION 2.04. Letters of Credit. (a) General. Subject to the terms and
conditions set forth herein, the Borrower may request the issuance of Letters of
Credit for its own account, in a form reasonably acceptable to the
Administrative Agent and the Issuing Bank, at any time and from time to time
during the Revolving Availability Period. In the event of any inconsistency
between the terms and conditions of this Agreement and the terms and conditions
of any form of letter of credit application or other agreement submitted by the
Borrower to, or entered into by the Borrower with, the Issuing Bank relating to
any Letter of Credit, the terms and conditions of this Agreement shall control.
Such terms and conditions of any such application shall not, in any event,
contain any operating covenants or restrictions, provide for any collateral not
provided under the Loan Documents or provide for the imposition of fees (other
than customary charges).

          (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), the Borrower shall
hand deliver or telecopy (or transmit by electronic communication, if
arrangements for doing so have been approved by the Issuing Bank) to the Issuing
Bank and the Administrative Agent (reasonably in advance of the requested date
of issuance, amendment, renewal or extension) a notice requesting the issuance
of a Letter of Credit, or identifying the Letter of Credit to be amended,
renewed or extended, and specifying the date of issuance, amendment, renewal or
extension (which shall be a Business Day), the date on which such Letter of
Credit is to expire (which shall comply with paragraph (c) of this Section), the
amount of such Letter of Credit, the name and address of the beneficiary thereof
and such other information as shall be necessary to prepare, amend, renew or
extend such Letter of Credit. If requested by the Issuing Bank, the Borrower
also shall submit a letter of credit application on the Issuing Bank's standard
form in connection with any request for a Letter of Credit. A Letter of Credit
shall be issued, amended, renewed or extended only if (and upon issuance,
amendment, renewal or extension of each Letter of Credit the Borrower shall be
deemed to represent and warrant that), after giving effect to such issuance,
amendment, renewal or extension (i) the LC Exposure shall not exceed $10,000,000
and (ii) the total Revolving Exposures shall not exceed the total Revolving
Commitments.

                                      30
<PAGE>

          (c) Expiration Date. Each Letter of Credit shall expire at or prior to
the close of business on the earlier of (i) the date one year after the date of
the issuance of such Letter of Credit (or, in the case of any renewal or
extension thereof, one year after such renewal or extension) and (ii) the date
that is five Business Days prior to the Revolving Maturity Date.

          (d) Participations. By the issuance of a Letter of Credit (or an
amendment to a Letter of Credit increasing the amount thereof) and without any
further action on the part of the Issuing Bank or the Lenders, the Issuing Bank
hereby grants to each Revolving Lender, and each Revolving Lender hereby
acquires from the Issuing Bank, a participation in such Letter of Credit equal
to such Lender's Applicable Percentage of the aggregate amount available to be
drawn under such Letter of Credit. In consideration and in furtherance of the
foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to
pay to the Administrative Agent, for the account of the Issuing Bank, such
Lender's Applicable Percentage of each LC Disbursement made by the Issuing Bank
and not reimbursed by the Borrower on the date due as provided in paragraph (e)
of this Section, or of any reimbursement payment required to be refunded to the
Borrower for any reason. Each Lender acknowledges and agrees that its obligation
to acquire participations pursuant to this paragraph in respect of Letters of
Credit is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including any amendment, renewal or extension of any
Letter of Credit or the occurrence and continuance of a Default or reduction or
termination of the Commitments, and that each such payment shall be made without
any offset, abatement, withholding or reduction whatsoever.

          (e) Reimbursement. If the Issuing Bank shall make any LC Disbursement
in respect of a Letter of Credit, the Borrower shall reimburse such LC
Disbursement by paying to the Administrative Agent an amount equal to such LC
Disbursement not later than 12:00 noon, New York time, on the date that such LC
Disbursement is made, if the Borrower shall have received notice of such LC
Disbursement prior to 10:00 a.m., New York time, on such date, or, if such
notice has not been received by the Borrower prior to such time on such date,
then not later than 12:00 noon, New York time, on (i) the Business Day that the
Borrower receives such notice, if such notice is received prior to 10:00 a.m.,
New York time, on the day of receipt, or (ii) the Business Day immediately
following the day that the Borrower receives such notice, if such notice is not
received prior to such time on the day of receipt; provided that the Borrower
may, subject to the conditions to borrowing set forth herein, request in
accordance with Section 2.03 that such payment be financed with an ABR Revolving
Borrowing in an equivalent amount and, to the extent so financed, the Borrower's
obligation to make such payment shall be discharged and replaced by the
resulting ABR Revolving Borrowing. If the Borrower fails to make such payment
when due, the Administrative Agent shall notify each Revolving Lender of the
applicable LC Disbursement, the payment then due from the Borrower in respect
thereof and such Lender's Applicable Percentage thereof. Promptly following
receipt of such notice, each Revolving Lender shall pay to the Administrative
Agent its Applicable Percentage of the payment then due from the Borrower, in
the same manner as provided in Section 2.05 with respect to Loans made by such
Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment
obligations of the Revolving Lenders), and the Administrative Agent shall
promptly pay to the Issuing Bank the amounts so received by it from the
Revolving Lenders. Promptly following receipt by the Administrative Agent of any
payment from the Borrower pursuant to this paragraph, the Administrative Agent
shall distribute such payment to the Issuing Bank or, to the extent that
Revolving Lenders have made payments pursuant to this paragraph to reimburse the
Issuing Bank, then to such Lenders and the Issuing Bank as their interests may
appear. Any payment made by a Revolving Lender pursuant to this paragraph to
reimburse the Issuing Bank for any LC Disbursement (other than the funding of
ABR Revolving Loans as contemplated above) shall not constitute a Loan and shall
not relieve the Borrower of its obligation to reimburse such LC Disbursement.


                                      31
<PAGE>

          (f) Obligations Absolute. The Borrower's obligation to reimburse LC
Disbursements as provided in paragraph (e) of this Section shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Agreement under any and all circumstances whatsoever and
irrespective of (i) any lack of validity or enforceability of any Letter of
Credit or this Agreement, or any term or provision therein, (ii) any draft or
other document presented under a Letter of Credit proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of
Credit against presentation of a draft or other document that does not comply
with the terms of such Letter of Credit, or (iv) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for
the provisions of this Section, constitute a legal or equitable discharge of, or
provide a right of setoff against, the Borrower's obligations hereunder. Neither
the Administrative Agent, the Lenders nor the Issuing Bank, nor any of their
Related Parties, shall have any liability or responsibility by reason of or in
connection with the issuance or transfer of any Letter of Credit or any payment
or failure to make any payment thereunder (irrespective of any of the
circumstances referred to in the preceding sentence), or any error, omission,
interruption, loss or delay in transmission or delivery of any draft, notice or
other communication under or relating to any Letter of Credit (including any
document required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond the control of the
Issuing Bank; provided that the foregoing shall not be construed to excuse the
Issuing Bank from liability to the Borrower to the extent of any direct damages
(as opposed to consequential damages, claims in respect of which are hereby
waived by the Borrower to the extent permitted by applicable law) suffered by
the Borrower that are caused by the Issuing Bank's failure to exercise care when
determining whether drafts and other documents presented under a Letter of
Credit comply with the terms thereof. The parties hereto expressly agree that,
in the absence of gross negligence or wilful misconduct on the part of the
Issuing Bank (as finally determined by a court of competent jurisdiction), the
Issuing Bank shall be deemed to have exercised care in each such determination.
In furtherance of the foregoing and without limiting the generality thereof, the
parties agree that, with respect to documents presented which appear on their
face to be in substantial compliance with the terms of a Letter of Credit, the
Issuing Bank may, in its sole discretion, either accept and make payment upon
such documents without responsibility for further investigation, regardless of
any notice or information to the contrary, or refuse to accept and make payment
upon such documents if such documents are not in strict compliance with the
terms of such Letter of Credit.

          (g) Disbursement Procedures. The Issuing Bank shall, promptly
following its receipt thereof, examine all documents purporting to represent a
demand for payment under a Letter of Credit. The Issuing Bank shall promptly
notify the Administrative Agent and the Borrower by telephone (confirmed by
telecopy) of such demand for payment and whether the Issuing Bank has made or
will make an LC Disbursement thereunder; provided that any failure to give or
delay in giving such notice shall not relieve the Borrower of its obligation to
reimburse the Issuing Bank and the Revolving Lenders with respect to any such LC
Disbursement.

          (h) Interim Interest. If the Issuing Bank shall make any LC
Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in
full on the date such LC Disbursement is made, the unpaid amount thereof shall
bear interest, for each day from and including the date such LC Disbursement is
made to but excluding the date that the Borrower reimburses such LC
Disbursement, at the rate per annum then applicable to ABR Revolving Loans;
provided that, if the Borrower fails to reimburse such LC Disbursement when due
pursuant to paragraph (e) of this Section, then Section 2.12(c) shall apply.
Interest accrued pursuant to this paragraph shall be for the account of the
Issuing Bank, except that interest accrued on and after the date of payment by
any Revolving Lender pursuant to paragraph (e) of this Section to reimburse the
Issuing Bank shall be for the account of such Lender to the extent of such
payment.


                                      32
<PAGE>

          (i) Replacement of the Issuing Bank. The Issuing Bank may be replaced
at any time by written agreement among the Borrower, the Administrative Agent,
the replaced Issuing Bank and the successor Issuing Bank. The Administrative
Agent shall notify the Lenders of any such replacement of the Issuing Bank. At
the time any such replacement shall become effective, the Borrower shall pay all
unpaid fees accrued for the account of the replaced Issuing Bank pursuant to
Section 2.11(b). From and after the effective date of any such replacement, (i)
the successor Issuing Bank shall have all the rights and obligations of the
Issuing Bank under this Agreement with respect to Letters of Credit to be issued
thereafter and (ii) references herein to the term "Issuing Bank" shall be deemed
to refer to such successor or to any previous Issuing Bank, or to such successor
and all previous Issuing Banks, as the context shall require. After the
replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain
a party hereto and shall continue to have all the rights and obligations of an
Issuing Bank under this Agreement with respect to Letters of Credit issued by it
prior to such replacement, but shall not be required to issue additional Letters
of Credit.

          (j) Cash Collateralization. If any Event of Default shall occur and be
continuing, on the Business Day that the Borrower receives notice from the
Administrative Agent or the Required Lenders (or, if the maturity of the Loans
has been accelerated, Revolving Lenders with LC Exposure representing more than
50% of the total LC Exposure) demanding the deposit of cash collateral pursuant
to this paragraph, the Borrower shall deposit in an account with the
Administrative Agent, in the name of the Administrative Agent and for the
benefit of the Lenders, an amount in cash equal to the LC Exposure as of such
date plus any accrued and unpaid interest thereon; provided that the obligation
to deposit such cash collateral shall become effective immediately, and such
deposit shall become immediately due and payable, without demand or other notice
of any kind, upon the occurrence of any Event of Default with respect to the
Borrower described in clause (h) or (i) of Article VII. Each such deposit shall
be held by the Administrative Agent as collateral for the payment and
performance of the obligations of the Borrower under this Agreement. The
Administrative Agent shall have exclusive dominion and control, including the
exclusive right of withdrawal, over such account. Other than any interest earned
on the investment of such deposits, which investments shall be made at the
option and sole discretion of the Administrative Agent and at the Borrower's
risk and expense, such deposits shall not bear interest. Interest or profits, if
any, on such investments shall accumulate in such account. Moneys in such
account shall be applied by the Administrative Agent to reimburse the Issuing
Bank for LC Disbursements for which it has not been reimbursed and, to the
extent not so applied, shall be held for the satisfaction of the reimbursement
obligations of the Borrower for the LC Exposure at such time or, if the maturity
of the Loans has been accelerated (but subject to the consent of Revolving
Lenders with LC Exposure representing more than 50% of the total LC Exposure),
be applied to satisfy other obligations of the Borrower under this Agreement. If
the Borrower is required to provide an amount of cash collateral hereunder as a
result of the occurrence of an Event of Default, such amount (to the extent not
applied as aforesaid) shall be returned to the Borrower within three Business
Days after all Events of Default have been cured or waived. If the Borrower is
required to provide an amount of cash collateral hereunder pursuant to Section
2.10(b), such amount (to the extent not applied as aforesaid) shall be returned
to the Borrower as and to the extent that, after giving effect to such return,
the Borrower would remain in compliance with Section 2.10(b) and no Event of
Default shall have occurred and be continuing.

          SECTION 2.05. Funding of Borrowings. (a) Each Lender shall make each
Loan to be made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds by 12:00 noon, New York time, to the account of the
Administrative Agent most recently designated by it for such purpose by notice
to the Lenders. The Administrative Agent will make such Loans available to the
Borrower by promptly crediting the amounts so received, in like funds, to an
account of the Borrower maintained with the Administrative Agent in New York
City and designated by the Borrower in the applicable Borrowing Request;
provided that ABR Revolving Loans made to finance the reimbursement of an LC
Disbursement as provided in Section 2.04(e) shall be remitted by the
Administrative Agent to the Issuing Bank.


                                      33
<PAGE>

          (b) Unless the Administrative Agent shall have received notice from a
Lender prior to the proposed date of any Borrowing that such Lender will not
make available to the Administrative Agent such Lender's share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with paragraph (a) of this Section
and may, in reliance upon such assumption, make available to the Borrower a
corresponding amount. In such event, if a Lender has not in fact made its share
of the applicable Borrowing available to the Administrative Agent, then the
applicable Lender and the Borrower severally agree to pay to the Administrative
Agent forthwith on demand such corresponding amount with interest thereon, for
each day from and including the date such amount is made available to the
Borrower to but excluding the date of payment to the Administrative Agent, at
(i) in the case of such Lender, the greater of the Federal Funds Effective Rate
and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation or (ii) in the case of the Borrower,
the interest rate applicable to ABR Loans. If such Lender pays such amount to
the Administrative Agent, then such amount shall constitute such Lender's Loan
included in such Borrowing.

          SECTION 2.06. Interest Elections. (a) Each Revolving Borrowing and
Term Borrowing initially shall be of the Type specified in the applicable
Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an
initial Interest Period as specified in such Borrowing Request. Thereafter, the
Borrower may elect to convert such Borrowing to a different Type or to continue
such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest
Periods therefor, all as provided in this Section. The Borrower may elect
different options with respect to different portions of the affected Borrowing,
in which case each such portion shall be allocated ratably among the Lenders
holding the Loans comprising such Borrowing, and the Loans comprising each such
portion shall be considered a separate Borrowing.

          (b) To make an election pursuant to this Section, the Borrower shall
notify the Administrative Agent of such election by telephone by the time that a
Borrowing Request would be required under Section 2.03 if the Borrower were
requesting a Revolving Borrowing of the Type resulting from such election to be
made on the effective date of such election. Each such telephonic Interest
Election Request shall be irrevocable and shall be confirmed promptly by hand
delivery or telecopy to the Administrative Agent of a written Interest Election
Request in a form approved by the Administrative Agent and signed by the
Borrower.

          (c) Each telephonic and written Interest Election Request shall
specify the following information in compliance with Section 2.02:

          (i) the Borrowing to which such Interest Election Request applies and,
     if different options are being elected with respect to different portions
     thereof, the portions thereof to be allocated to each resulting Borrowing
     (in which case the information to be specified pursuant to clauses (iii)
     and (iv) below shall be specified for each resulting Borrowing);

          (ii) the effective date of the election made pursuant to such Interest
     Election Request, which shall be a Business Day;

          (iii) whether the resulting Borrowing is to be an ABR Borrowing or a
     Eurodollar Borrowing; and

          (iv) if the resulting Borrowing is a Eurodollar Borrowing, the
     Interest Period to be applicable thereto after giving effect to such
     election, which shall be a period contemplated by the definition of the
     term "Interest Period".

If any such Interest Election Request requests a Eurodollar Borrowing but does
not specify an Interest Period, then the Borrower shall be deemed to have
selected an Interest Period of one month's duration.

          (d) Promptly following receipt of an Interest Election Request, the
Administrative Agent shall advise each Lender of the details thereof and of such
Lender's portion of each resulting Borrowing.


                                      34
<PAGE>

          (e) If the Borrower fails to deliver a timely Interest Election
Request with respect to a Eurodollar Borrowing prior to the end of the Interest
Period applicable thereto, then, unless such Borrowing is repaid as provided
herein, at the end of such Interest Period such Borrowing shall be converted to
an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of
Default has occurred and is continuing and the Administrative Agent, at the
request of the Required Lenders, so notifies the Borrower, then, so long as an
Event of Default is continuing (i) no outstanding Borrowing may be converted to
or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar
Borrowing shall be converted to an ABR Borrowing at the end of the Interest
Period applicable thereto.

          SECTION 2.07. Termination and Reduction of Commitments. (a) Unless
previously terminated, (i) the Term Commitments shall terminate at 5:00 p.m.,
New York time, on the Term Commitment Termination Date and (ii) the Revolving
Commitments shall terminate on the Revolving Maturity Date.

          (b) The Borrower may at any time terminate, or from time to time
reduce, the Commitments of any Class; provided that (i) each reduction of the
Commitments of any Class shall be in an amount that is an integral multiple of
$1,000,000 and not less than $5,000,000 and (ii) the Borrower shall not
terminate or reduce the Revolving Commitments if, after giving effect to any
concurrent prepayment of the Revolving Loans in accordance with Section 2.10,
the sum of the Revolving Exposures would exceed the total Revolving Commitments.

          (c) If any prepayment of Term Borrowings is required pursuant to
Section 2.10 but cannot be made because there are no Term Borrowings
outstanding, or because the amount of the required prepayment exceeds the
outstanding amount of Term Borrowings, then, on the date that such prepayment is
required, the Revolving Commitments shall be reduced by an aggregate amount
equal to the amount of the required prepayment, or the excess of such amount
over the outstanding amount of Term Borrowings, as the case may be.

          (d) The Borrower shall notify the Administrative Agent of any election
to terminate or reduce the Commitments under paragraph (b) of this Section, or
any required reduction of the Revolving Commitments under paragraph (c) of this
Section, at least three Business Days prior to the effective date of such
termination or reduction, specifying such election and the effective date
thereof. Promptly following receipt of any notice, the Administrative Agent
shall advise the Lenders of the contents thereof. Each notice delivered by the
Borrower pursuant to this Section shall be irrevocable; provided that a notice
of termination of the Revolving Commitments delivered by the Borrower may state
that such notice is conditioned upon the effectiveness of other credit
facilities, in which case such notice may be revoked by the Borrower (by notice
to the Administrative Agent on or prior to the specified effective date) if such
condition is not satisfied. Any termination or reduction of the Commitments of
any Class shall be permanent. Each reduction of the Commitments of any Class
shall be made ratably among the Lenders in accordance with their respective
Commitments of such Class.

          SECTION 2.08. Repayment of Loans; Evidence of Debt. (a) The Borrower
hereby unconditionally promises to pay (i) to the Administrative Agent for the
account of each Lender the then unpaid principal amount of each Revolving Loan
of such Lender on the Revolving Maturity Date and (ii) to the Administrative
Agent for the account of each Lender the then unpaid principal amount of each
Term Loan of such Lender as provided in Section 2.09.

          (b) Each Lender shall maintain in accordance with its usual practice
an account or accounts evidencing the indebtedness of the Borrower to such
Lender resulting from each Loan made by such Lender, including the amounts of
principal and interest payable and paid to such Lender from time to time
hereunder.

          (c) The Administrative Agent shall maintain accounts in which it shall
record (i) the amount of each Loan made hereunder, the Class and Type thereof
and the Interest Period applicable thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from the Borrower to each
Lender hereunder and (iii) the amount of any sum received by the Administrative
Agent hereunder for the account of the Lenders and each Lender's share thereof;
provided that so long as any Roberts Term Loans, WOW Term Loans or Southwest
Term Loans remain outstanding, the Administrative Agent shall maintain accounts
in which it will separately reflect in respect of the Roberts Term Loans, the
WOW Term Loans and the Southwest Term Loans from time to time outstanding the
information set forth in clauses (i), (ii) and (iii) above.


                                      35
<PAGE>

          (d) The entries made in the accounts maintained pursuant to paragraph
(b) or (c) of this Section shall be prima facie evidence of the existence and
amounts of the obligations recorded therein; provided that the failure of any
Lender or the Administrative Agent to maintain such accounts or any error
therein shall not in any manner affect the obligation of the Borrower to repay
the Loans in accordance with the terms of this Agreement.

          (e) It is the intention of the parties hereto that no promissory notes
be issued to evidence Loans hereunder; provided, however, that any Lender may
request that Loans of any Class made by it be evidenced by a promissory note. In
such event, the Borrower shall prepare, execute and deliver to such Lender four
promissory notes, reflecting such Lender's Roberts Term Loans, WOW Term Loans,
Southwest Term Loans and Term Loans other than Roberts Term Loans, WOW Term
Loans and Southwest Term Loans, in each payable to the order of such Lender (or,
if requested by such Lender, to such Lender and its registered assigns) and in a
form approved by the Administrative Agent. Thereafter, the Loans evidenced by
each such promissory note and interest thereon shall at all times (including
after assignment pursuant to Section 9.04) be represented by one or more
promissory notes in such form payable to the order of the payee named therein
(or, if such promissory note is a registered note, to such payee and its
registered assigns).

          SECTION 2.09. Automatic Commitment Reductions; Amortization of Term
Loans. (a) The aggregate amount of the Lenders' Revolving Commitments shall
automatically and permanently reduce in 15 consecutive quarterly reductions
commencing on May 14, 2004 and a sixteenth and final reduction on the Revolving
Maturity Date, in each case in the amount set forth opposite such reduction date
below:

May 14, 2004..................................................    $1,500,000
August 14, 2004...............................................    $1,500,000
November 14, 2004.............................................    $1,500,000
February 14, 2005.............................................    $1,500,000
May 14, 2005..................................................    $2,500,000
August 14, 2005...............................................    $2,500,000
November 14, 2005.............................................    $2,500,000
February 14, 2006.............................................    $2,500,000
May 14, 2006..................................................    $2,500,000
August 14, 2006...............................................    $2,500,000
November 14, 2006.............................................    $2,500,000
February 14, 2007.............................................    $2,500,000
May 14, 2007..................................................    $3,500,000
August 14, 2007...............................................    $3,500,000
November 14, 2007.............................................    $3,500,000
Revolving Maturity Date.......................................    $3,500,000

Any voluntary reduction of the Revolving Commitments shall be applied to reduce
the subsequent scheduled reductions of the Revolving Commitments to be made
pursuant to this Section in inverse order of maturity.

          (b) If on the six month anniversary of the Original Effective Date the
aggregate unused Term Commitments exceed $40,000,000, the aggregate Term
Commitments will be automatically reduced on such date by the amount of such
excess. Any remaining unused Term Commitments shall automatically expire on the
Term Commitment Termination Date.


                                      36
<PAGE>

          (c) Subject to adjustment pursuant to paragraph (e) of this Section,
the Borrower shall repay Term Borrowings outstanding on the Term Commitment
Termination Date in 15 consecutive quarterly installments of principal, the
first of which will be due and payable on May 14, 2004, and a sixteenth and
final repayment on the Term Maturity Date, in each case in the amount (expressed
as a percentage of the aggregate amount of Term Loans outstanding on the Term
Commitment Termination Date) set forth opposite each quarterly installment date
below:

<TABLE>
<CAPTION>

Date                                                Amount
<S>                                                 <C>
May 14, 2004....................................     3.75%
August 14, 2004.................................     3.75%
November 14, 2004...............................     3.75%
February 14, 2005...............................     3.75%
May 14, 2005....................................     6.25%
August 14, 2005.................................     6.25%
November 14, 2005...............................     6.25%
February 14, 2006...............................     6.25%
May 14, 2006....................................     6.25%
August 14, 2006.................................     6.25%
November 14, 2006...............................     6.25%
February 14, 2007...............................     6.25%
May 14, 2007....................................     8.75%
August 14, 2007.................................     8.75%
November 14, 2007...............................     8.75%
Term Maturity Date..............................     8.75%

</TABLE>

Any repayment of Term Borrowings pursuant to this paragraph shall be applied
ratably to reduce any outstanding Roberts Term Loans, WOW Term Loans and
Southwest Term Loans prior to being applied to other Term Loans.

          (d) To the extent not previously paid, all Term Loans shall be due and
payable on the Term Maturity Date.

          (e) Any prepayment of a Term Borrowing shall be applied to reduce the
subsequent scheduled repayments of the Term Borrowings to be made pursuant to
this Section ratably, in the case of any mandatory prepayment, and in inverse
order of maturity, in the case of any optional prepayment; provided that any
such prepayment shall be applied ratably to reduce all the subsequent scheduled
repayments of any outstanding Roberts Term Loans, WOW Term Loans and Southwest
Term Loans prior to being applied to other Term Loans; and provided further that
upon an Event of Default, proceeds of Collateral shall be applied in accordance
with the provisions of the Security Agreement. If no Term Borrowings are
outstanding, any mandatory prepayment required hereunder shall be applied to
permanently reduce the Lenders' Revolving Commitments.

          (f) Prior to any repayment of any Term Borrowings, the Borrower shall
select the Borrowing or Borrowings to be repaid and shall notify the
Administrative Agent by telephone (confirmed by telecopy) of such selection not
later than 11:00 a.m., New York time, three Business Days before the scheduled
date of such repayment. Each repayment of a Borrowing shall be applied ratably
to the Loans included in the repaid Borrowing; provided that any such repayment
of a Term Borrowing shall be applied ratably to any outstanding Roberts Term
Loans, WOW Term Loans and Southwest Term Loans prior to being applied to other
Term Loans. Repayments of Term Borrowings shall be accompanied by accrued
interest on the amount repaid.

          SECTION 2.10. Prepayment of Loans. (a) The Borrower shall have
the right at any time and from time to time to prepay any Borrowing in
whole or in part, subject to the requirements of this Section.


                                      37
<PAGE>

          (b) In the event and on such occasion that the sum of the Revolving
Exposures exceeds the total Revolving Commitments, the Borrower shall prepay
Revolving Borrowings (or, if no such Borrowings are outstanding, deposit cash
collateral in an account with the Administrative Agent pursuant to Section
2.04(j)) in an aggregate amount equal to such excess.

          (c) In the event and on each occasion that any Net Proceeds are
received by or on behalf of Alamosa Delaware, the Borrower or any Restricted
Subsidiary in respect of any Prepayment Event, the Borrower shall immediately
after such Net Proceeds are received, prepay Term Borrowings in an aggregate
amount equal to such Net Proceeds; provided that, in the case of any event
described in clause (a) of the definition of the term Prepayment Event, if the
Borrower shall deliver to the Administrative Agent a certificate of a Financial
Officer to the effect that the Borrower and the Subsidiaries intend to apply the
Net Proceeds from such event (or a portion thereof specified in such
certificate), within 270 days after receipt of such Net Proceeds, to acquire
real property, equipment or other tangible assets to be used in the business of
the Borrower and the Subsidiaries, and certifying that no Default has occurred
and is continuing, then no prepayment shall be required pursuant to this
paragraph in respect of the Net Proceeds in respect of such event (or the
portion of such Net Proceeds specified in such certificate, if applicable)
except to the extent of any such Net Proceeds therefrom that have not been so
applied by the end of such 270-day period, at which time a prepayment shall be
required in an amount equal to such Net Proceeds that have not been so applied.

          (d) Following the end of each fiscal year of the Borrower, commencing
with the fiscal year ending December 31, 2003, the Borrower shall prepay Term
Borrowings in an aggregate amount equal to 50% of Excess Cash Flow for such
fiscal year. Each prepayment pursuant to this paragraph shall be made on or
before the date on which financial statements are delivered pursuant to Section
5.01 with respect to the fiscal year for which Excess Cash Flow is being
calculated (and in any event within 90 days after the end of such fiscal year).

          (e) Prior to any optional or mandatory prepayment of Borrowings
hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid
and shall specify such selection in the notice of such prepayment pursuant to
paragraph (f) of this Section.

          (f) The Borrower shall notify the Administrative Agent by telephone
(confirmed by telecopy) of any prepayment hereunder (i) in the case of
prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York time,
three Business Days before the date of prepayment or (ii) in the case of
prepayment of an ABR Borrowing, not later than 11:00 a.m., New York time, one
Business Day before the date of prepayment. Each such notice shall be
irrevocable and shall specify the prepayment date, the principal amount of each
Borrowing or portion thereof to be prepaid and, in the case of a mandatory
prepayment, a reasonably detailed calculation of the amount of such prepayment;
provided that, if a notice of optional prepayment is given in connection with a
conditional notice of termination of the Revolving Commitments as contemplated
by Section 2.07, then such notice of prepayment may be revoked if such notice of
termination is revoked in accordance with Section 2.07. Promptly following
receipt of any such notice, the Administrative Agent shall advise the Lenders of
the contents thereof. Each partial prepayment of any Borrowing shall be in an
amount that would be permitted in the case of an advance of a Borrowing of the
same Type as provided in Section 2.02, except as necessary to apply fully the
required amount of a mandatory prepayment. Each prepayment of a Borrowing shall
be applied ratably to the Loans included in the prepaid Borrowing; provided that
any such prepayment of a Term Borrowing shall be applied ratably to any
outstanding Roberts Term Loans, WOW Term Loans and Southwest Term Loans prior to
being applied to other Term Loans. Prepayments shall be accompanied by accrued
interest to the extent required by Section 2.12.


                                      38
<PAGE>

          SECTION 2.11. Fees. (a) The Borrower agrees to pay to the
Administrative Agent for the account of each Lender a commitment fee, which
shall accrue at the Applicable Commitment Fee Rate on the average daily unused
amount of each Commitment of such Lender during the period from and including
the Original Effective Date to but excluding the date on which such Commitment
terminates. Accrued commitment fees shall be payable in arrears on the last day
of March, June, September and December of each year and on the date on which the
Commitments terminate, commencing on the first such date to occur after the
Original Effective Date. All commitment fees shall be computed on the basis of a
year of 360 days and shall be payable for the actual number of days elapsed
(including the first day but excluding the last day). For purposes of computing
commitment fees with respect to Revolving Commitments, a Revolving Commitment of
a Lender shall be deemed to be used to the extent of the outstanding Revolving
Loans and LC Exposure of such Lender.

          (b) The Borrower agrees to pay (i) to the Administrative Agent for the
account of each Revolving Lender a participation fee with respect to its
participations in Letters of Credit, which shall accrue at the same Applicable
Rate as interest on Eurodollar Revolving Loans on the daily amount of such
Lender's LC Exposure (excluding any portion thereof attributable to unreimbursed
LC Disbursements) during the period from and including the Original Effective
Date to but excluding the later of the date on which such Lender's Revolving
Commitment terminates and the date on which such Lender ceases to have any LC
Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue at the
rate or rates per annum separately agreed upon between the Borrower and the
Issuing Bank on the average daily amount of the LC Exposure (excluding any
portion thereof attributable to unreimbursed LC Disbursements) during the period
from and including the Original Effective Date to but excluding the later of the
date of termination of the Revolving Commitments and the date on which there
ceases to be any LC Exposure, as well as the Issuing Bank's standard fees with
respect to the issuance, amendment, renewal or extension of any Letter of Credit
or processing of drawings thereunder. Participation fees and fronting fees
accrued through and including the last day of March, June, September and
December of each year shall be payable on the third Business Day following such
last day, commencing on the first such date to occur after the Original
Effective Date; provided that all such fees shall be payable on the date on
which the Revolving Commitments terminate and any such fees accruing after the
date on which the Revolving Commitments terminate shall be payable on demand.
Any other fees payable to the Issuing Bank pursuant to this paragraph shall be
payable within 10 days after demand. All participation fees and fronting fees
shall be computed on the basis of a year of 360 days and shall be payable for
the actual number of days elapsed (including the first day but excluding the
last day).

          (c) The Borrower agrees to pay to the Administrative Agent, for its
own account, fees payable in the amounts and at the times separately agreed upon
between the Borrower and the Administrative Agent.

          (d) All fees payable hereunder shall be paid on the dates due, in
immediately available funds, to the Administrative Agent (or to the Issuing
Bank, in the case of fees payable to it) for distribution, in the case of
commitment fees and participation fees, to the Lenders entitled thereto. Fees
paid shall not be refundable under any circumstances.

          SECTION 2.12. Interest. (a) The Loans comprising each ABR
Borrowing shall bear interest at the Alternate Base Rate plus the
Applicable Rate.


                                      39
<PAGE>

          (b) The Loans comprising each Eurodollar Borrowing shall bear interest
at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing
plus the Applicable Rate.

          (c) Notwithstanding the foregoing, if any principal of or interest on
any Loan or any fee or other amount payable by the Borrower hereunder is not
paid when due, whether at stated maturity, upon acceleration or otherwise, such
overdue amount shall bear interest, after as well as before judgment, at a rate
per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the
rate otherwise applicable to such Loan as provided in the preceding paragraphs
of this Section or (ii) in the case of any other amount, 2% plus the rate
applicable to ABR Revolving Loans as provided in paragraph (a) of this Section.

          (d) Accrued interest on each Loan shall be payable in arrears on each
Interest Payment Date for such Loan and, in the case of Revolving Loans, upon
termination of the Revolving Commitments; provided that (i) interest accrued
pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in
the event of any repayment or prepayment of any Loan (other than a prepayment of
an ABR Revolving Loan prior to the end of the Revolving Availability Period),
accrued interest on the principal amount repaid or prepaid shall be payable on
the date of such repayment or prepayment and (iii) in the event of any
conversion of any Eurodollar Loan prior to the end of the current Interest
Period therefor, accrued interest on such Loan shall be payable on the effective
date of such conversion.

          (e) All interest hereunder shall be computed on the basis of a year of
360 days, except that interest computed by reference to the Alternate Base Rate
at times when the Alternate Base Rate is based on the Prime Rate shall be
computed on the basis of a year of 365 days (or 366 days in a leap year), and in
each case shall be payable for the actual number of days elapsed (including the
first day but excluding the last day). The applicable Alternate Base Rate or
Adjusted LIBO Rate shall be determined by the Administrative Agent, and such
determination shall be conclusive absent manifest error.

          SECTION 2.13. Alternate Rate of Interest. If prior to the
commencement of any Interest Period for a Eurodollar Borrowing:

          (a) the Administrative Agent determines (which determination shall be
     conclusive absent manifest error) that adequate and reasonable means do not
     exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or

          (b) the Administrative Agent is advised by the Required Lenders that
     the Adjusted LIBO Rate for such Interest Period will not adequately and
     fairly reflect the cost to such Lenders of making or maintaining their
     Loans included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Borrowing to, or
continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective
and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such
Borrowing shall be made as an ABR Borrowing.

          SECTION 2.14. Increased Costs. (a) If any Change in Law shall:

          (i) impose, modify or deem applicable any reserve, special deposit or
     similar requirement against assets of, deposits with or for the account of,
     or credit extended by, any Lender (except any such reserve requirement
     reflected in the Adjusted LIBO Rate) or the Issuing Bank; or


                                      40
<PAGE>

          (ii) impose on any Lender or the Issuing Bank or the London interbank
     market any other condition affecting this Agreement or Eurodollar Loans
     made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan (or of maintaining its
obligation to make any such Loan) or to increase the cost to such Lender or the
Issuing Bank of participating in, issuing or maintaining any Letter of Credit or
to reduce the amount of any sum received or receivable by such Lender or the
Issuing Bank hereunder (whether of principal, interest or otherwise), then the
Borrower will pay to such Lender or the Issuing Bank, as the case may be, such
additional amount or amounts as will compensate such Lender or the Issuing Bank,
as the case may be, for such additional costs incurred or reduction suffered.

          (b) If any Lender or the Issuing Bank determines that any Change in
Law regarding capital requirements has or would have the effect of reducing the
rate of return on such Lender's or the Issuing Bank's capital or on the capital
of such Lender's or the Issuing Bank's holding company, if any, as a consequence
of this Agreement or the Loans made by, or participations in Letters of Credit
held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a
level below that which such Lender or the Issuing Bank or such Lender's or the
Issuing Bank's holding company could have achieved but for such Change in Law
(taking into consideration such Lender's or the Issuing Bank's policies and the
policies of such Lender's or the Issuing Bank's holding company with respect to
capital adequacy), then from time to time the Borrower will pay to such Lender
or the Issuing Bank, as the case may be, such additional amount or amounts as
will compensate such Lender or the Issuing Bank or such Lender's or the Issuing
Bank's holding company for any such reduction suffered.

          (c) A certificate of a Lender or the Issuing Bank setting forth the
amount or amounts necessary to compensate such Lender or the Issuing Bank or its
holding company, as the case may be, as specified in paragraph (a) or (b) of
this Section shall be delivered to the Borrower and shall be conclusive absent
manifest error. The Borrower shall pay such Lender or the Issuing Bank, as the
case may be, the amount shown as due on any such certificate within 10 days
after receipt thereof.

          (d) Failure or delay on the part of any Lender or the Issuing Bank to
demand compensation pursuant to this Section shall not constitute a waiver of
such Lender's or the Issuing Bank's right to demand such compensation; provided
that the Borrower shall not be required to compensate a Lender or the Issuing
Bank pursuant to this Section for any increased costs or reductions incurred
more than 270 days prior to the date that such Lender or the Issuing Bank, as
the case may be, notifies the Borrower of the Change in Law giving rise to such
increased costs or reductions and of such Lender's or the Issuing Bank's
intention to claim compensation therefor; provided further that, if the Change
in Law giving rise to such increased costs or reductions is retroactive, then
the 270-day period referred to above shall be extended to include the period of
retroactive effect thereof.


                                      41
<PAGE>

          SECTION 2.15. Break Funding Payments. In the event of (a) the payment
of any principal of any Eurodollar Loan other than on the last day of an
Interest Period applicable thereto (including as a result of an Event of
Default), (b) the conversion of any Eurodollar Loan other than on the last day
of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Revolving Loan or Term Loan on the date specified in any
notice delivered pursuant hereto (regardless of whether such notice may be
revoked under Section 2.10(f) and is revoked in accordance therewith), or (d)
the assignment of any Eurodollar Loan other than on the last day of the Interest
Period applicable thereto as a result of a request by the Borrower pursuant to
Section 2.18, then, in any such event, the Borrower shall compensate each Lender
for the loss, cost and expense attributable to such event. In the case of a
Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to
include an amount determined by such Lender to be the excess, if any, of (i) the
amount of interest which would have accrued on the principal amount of such Loan
had such event not occurred, at the Adjusted LIBO Rate that would have been
applicable to such Loan, for the period from the date of such event to the last
day of the then current Interest Period therefor (or, in the case of a failure
to borrow, convert or continue, for the period that would have been the Interest
Period for such Loan), over (ii) the amount of interest which would accrue on
such principal amount for such period at the interest rate which such Lender
would bid were it to bid, at the commencement of such period, for dollar
deposits of a comparable amount and period from other banks in the eurodollar
market. A certificate of any Lender setting forth any amount or amounts that
such Lender is entitled to receive pursuant to this Section shall be delivered
to the Borrower and shall be conclusive absent manifest error. The Borrower
shall pay such Lender the amount shown as due on any such certificate within 10
days after receipt thereof.

          SECTION 2.16. Taxes. (a) Any and all payments by or on account of any
obligation of the Borrower hereunder or under any other Loan Document shall be
made free and clear of and without deduction for any Indemnified Taxes or Other
Taxes; provided that if the Borrower shall be required to deduct any Indemnified
Taxes or Other Taxes from such payments, then (i) the sum payable shall be
increased as necessary so that after making all required deductions (including
deductions applicable to additional sums payable under this Section) the
Administrative Agent, Lender or Issuing Bank (as the case may be) receives an
amount equal to the sum it would have received had no such deductions been made,
(ii) the Borrower shall make such deductions and (iii) the Borrower shall pay
the full amount deducted to the relevant Governmental Authority in accordance
with applicable law.

          (b) In addition, the Borrower shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.

          (c) The Borrower shall indemnify the Administrative Agent, each Lender
and the Issuing Bank, within 10 days after written demand therefor, for the full
amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent,
such Lender or the Issuing Bank, as the case may be, on or with respect to any
payment by or on account of any obligation of the Borrower hereunder or under
any other Loan Document (including Indemnified Taxes or Other Taxes imposed or
asserted on or attributable to amounts payable under this Section) and any
penalties, interest and reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority. A
certificate as to the amount of such payment or liability delivered to the
Borrower by a Lender or the Issuing Bank, or by the Administrative Agent on its
own behalf or on behalf of a Lender or the Issuing Bank, shall be conclusive
absent manifest error.


                                      42
<PAGE>

          (d) As soon as practicable after any payment of Indemnified Taxes or
Other Taxes by the Borrower to a Governmental Authority, the Borrower shall
deliver to the Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy of
the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent; provided, however, that in no case
shall the Borrower be required to deliver documentation not normally issued by
such Governmental Authority.

          (e) Any Foreign Lender that is entitled to an exemption from or
reduction of withholding tax under the law of the jurisdiction in which the
Borrower is located, or any treaty to which such jurisdiction is a party, with
respect to payments under this Agreement shall deliver to the Borrower (with a
copy to the Administrative Agent), at the time or times prescribed by applicable
law, such properly completed and executed documentation prescribed by applicable
law or reasonably requested by the Borrower as will permit such payments to be
made without withholding or at a reduced rate, provided that such Foreign Lender
has received written notice from the Borrower advising it of the availability of
such exemption or reduction and supplying all applicable documentation.

          SECTION 2.17. Payments Generally; Pro Rata Treatment; Sharing of
Set-offs. (a) The Borrower shall make each payment required to be made by it
hereunder or under any other Loan Document (whether of principal, interest, fees
or reimbursement of LC Disbursements, or of amounts payable under Section 2.14,
2.15 or 2.16, or otherwise) prior to the time expressly required hereunder or
under such other Loan Document for such payment (or, if no such time is
expressly required, prior to 1:00 p.m., New York time), on the date when due, in
immediately available funds, without set-off or counterclaim. Any amounts
received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments
shall be made to the Administrative Agent at its offices at Two Penns Way, New
Castle, Delaware, except payments to be made directly to the Issuing Bank as
expressly provided herein and except that payments pursuant to Sections 2.14,
2.15, 2.16 and 9.03 shall be made directly to the Persons entitled thereto and
payments pursuant to other Loan Documents shall be made to the Persons specified
therein. The Administrative Agent shall distribute any such payments received by
it for the account of any other Person to the appropriate recipient promptly
following receipt thereof. If any payment under any Loan Document shall be due
on a day that is not a Business Day, the date for payment shall be extended to
the next succeeding Business Day, and, in the case of any payment accruing
interest, interest thereon shall be payable for the period of such extension.
All payments under each Loan Document shall be made in dollars.

          (b) If at any time insufficient funds are received by and available to
the Administrative Agent to pay fully all amounts of principal, unreimbursed LC
Disbursements, interest and fees then due hereunder, such funds shall be applied
(i) first, towards payment of interest and fees then due hereunder, ratably
among the parties entitled thereto in accordance with the amounts of interest
and fees then due to such parties, and (ii) second, towards payment of principal
and unreimbursed LC Disbursements then due hereunder, ratably among the parties
entitled thereto in accordance with the amounts of principal and unreimbursed LC
Disbursements then due to such parties.


                                      43
<PAGE>

          (c) If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Revolving Loans, Term Loans or participations in LC
Disbursements resulting in such Lender receiving payment of a greater proportion
of the aggregate amount of its Revolving Loans, Term Loans and participations in
LC Disbursements and accrued interest thereon than the proportion received by
any other Lender, then the Lender receiving such greater proportion shall
purchase (for cash at face value) participations in the Revolving Loans, Term
Loans and participations in LC Disbursements of other Lenders to the extent
necessary so that the benefit of all such payments shall be shared by the
Lenders ratably in accordance with the aggregate amount of principal of and
accrued interest on their respective Revolving Loans, Term Loans and
participations in LC Disbursements; provided that (i) if any such participations
are purchased and all or any portion of the payment giving rise thereto is
recovered, such participations shall be rescinded and the purchase price
restored to the extent of such recovery, without interest, and (ii) the
provisions of this paragraph shall not be construed to apply to any payment made
by the Borrower pursuant to and in accordance with the express terms of this
Agreement or any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Loans or participations
in LC Disbursements to any assignee or participant, other than to the Borrower
or any Subsidiary or Affiliate thereof (as to which the provisions of this
paragraph shall apply). The Borrower consents to the foregoing and agrees, to
the extent it may effectively do so under applicable law, that any Lender
acquiring a participation pursuant to the foregoing arrangements may exercise
against the Borrower rights of set-off and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of the Borrower
in the amount of such participation.

          (d) Unless the Administrative Agent shall have received notice from
the Borrower prior to the date on which any payment is due to the Administrative
Agent for the account of the Lenders or the Issuing Bank hereunder that the
Borrower will not make such payment, the Administrative Agent may assume that
the Borrower has made such payment on such date in accordance herewith and may,
in reliance upon such assumption, distribute to the Lenders or the Issuing Bank,
as the case may be, the amount due. In such event, if the Borrower has not in
fact made such payment, then each of the Lenders or the Issuing Bank, as the
case may be, severally agrees to repay to the Administrative Agent forthwith on
demand the amount so distributed to such Lender or Issuing Bank with interest
thereon, for each day from and including the date such amount is distributed to
it to but excluding the date of payment to the Administrative Agent, at the
greater of the Federal Funds Effective Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank
compensation.

          (e) If any Lender shall fail to make any payment required to be made
by it pursuant to Section 2.04(d) or (e), 2.05(b), 2.17(d) or 9.03(c), then the
Administrative Agent may, in its discretion (notwithstanding any contrary
provision hereof), apply any amounts thereafter received by the Administrative
Agent for the account of such Lender to satisfy such Lender's obligations under
such Sections until all such unsatisfied obligations are fully paid.


                                      44
<PAGE>

          SECTION 2.18. Mitigation Obligations; Replacement of Lenders. (a) If
any Lender requests compensation under Section 2.14, or if the Borrower is
required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.16, then such
Lender shall use reasonable efforts to designate a different lending office for
funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment
of such Lender, such designation or assignment (i) would eliminate or reduce
amounts payable pursuant to Section 2.14 or 2.16, as the case may be, in the
future, (ii) will not violate any law, rule or regulation and (iii) would not
subject such Lender to any unreimbursed cost or expense and would not otherwise
be disadvantageous to such Lender. The Borrower hereby agrees to pay all
reasonable costs and expenses incurred by any Lender in connection with any such
designation or assignment.

          (b) If any Lender requests compensation under Section 2.14, or if the
Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.16,
or if any Lender defaults in its obligation to fund Loans hereunder, then the
Borrower may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in
Section 9.04), all its interests, rights and obligations under this Agreement to
an assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment); provided that (i) the Borrower
shall have received the prior written consent of the Administrative Agent (and,
if a Revolving Commitment is being assigned, the Issuing Bank), which consent
shall not unreasonably be withheld, (ii) such Lender shall have received payment
of an amount equal to the outstanding principal of its Loans and participations
in LC Disbursements, accrued interest thereon, accrued fees and all other
amounts payable to it hereunder, from the assignee (to the extent of such
outstanding principal and accrued interest and fees) or the Borrower (in the
case of all other amounts) and (iii) in the case of any such assignment
resulting from a claim for compensation under Section 2.14 or payments required
to be made pursuant to Section 2.16, such assignment will result in a material
reduction in such compensation or payments. A Lender shall not be required to
make any such assignment and delegation if, prior thereto, as a result of a
waiver by such Lender or otherwise, the circumstances entitling the Borrower to
require such assignment and delegation cease to apply.


                                      45
<PAGE>

                                   ARTICLE III

                         Representations and Warranties
                         ------------------------------

          Each of Superholdings, Alamosa Delaware and the Borrower represents
and warrants to the Lenders that:

          SECTION 3.01. Organization; Powers. Each of Superholdings, APCS,
Alamosa Delaware, the Borrower and the Restricted Subsidiaries is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, has all requisite power and authority to carry
on its business as now conducted and, except where the failure to do so,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect, is qualified to do business in, and is in good
standing in, every jurisdiction where such qualification is required.

          SECTION 3.02. Authorization; Enforceability. The Transactions to be
entered into by each Loan Party are within such Loan Party's corporate powers
and have been duly authorized by all necessary corporate and, if required,
stockholder action. This Agreement has been duly executed and delivered by each
of Superholdings, Alamosa Delaware and the Borrower and constitutes, and each
other Loan Document to which any Loan Party is to be a party, when executed and
delivered by such Loan Party, will constitute, a legal, valid and binding
obligation of Superholdings, Alamosa Delaware, the Borrower or such Loan Party
(as the case may be), enforceable in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors' rights generally and subject to general principles of
equity, regardless of whether considered in a proceeding in equity or at law.

          SECTION 3.03. Governmental Approvals; No Conflicts. The Transactions
(a) do not require any material consent or approval of, material registration or
filing with, or any other material action by, any Governmental Authority, except
such as have been obtained or made and are in full force and effect and except
filings necessary to perfect Liens created under the Loan Documents, (b) will
not violate any applicable law, statute, rule or regulation (other than any
violation that does not result in any significant adverse economic or other
effect) or the charter, by-laws or other organizational documents of
Superholdings and its subsidiaries, including APCS, Alamosa Delaware, the
Borrower or any of its subsidiaries or any order of any Governmental Authority,
(c) will not violate, result in a default under, or require any repurchase offer
under any material indenture, agreement or other instrument binding upon
Superholdings, APCS, Alamosa Delaware, the Borrower or any of the Restricted
Subsidiaries or its assets, or give rise to a right thereunder to require any
payment to be made by Superholdings, APCS, Alamosa Delaware, the Borrower or any
of the Restricted Subsidiaries, and (d) will not result in the creation or
imposition of any Lien on any asset of Superholdings, APCS, Alamosa Delaware,
the Borrower or any of the Restricted Subsidiaries, except Liens created under
the Loan Documents.

          SECTION 3.04. Financial Condition; No Material Adverse Change. (a)
Alamosa Delaware has heretofore furnished to the Lenders its consolidated
balance sheet and statements of income, stockholders' equity and cash flows (i)
as of and for the fiscal year ended December 31, 1999, reported on by
PricewaterhouseCoopers LLP, independent public accountants, and (ii) as of and
for the fiscal quarter and the portion of the fiscal year ended September 30,
2000, certified by its chief financial officer. Such financial statements
present fairly, in all material respects, the financial position and results of
operations and cash flows of Alamosa Delaware and its consolidated Subsidiaries
or the Borrower and its consolidated subsidiaries, as applicable, as of such
dates and for such periods in accordance with GAAP, subject to year-end audit
adjustments and the absence of footnotes in the case of the statements referred
to in clause (ii) above.

                                      46
<PAGE>

          (b) Alamosa Delaware has heretofore furnished to the Lenders its pro
forma consolidated balance sheet as of September 30, 2000, prepared giving
effect to the Roberts/WOW Transactions as if the Roberts/WOW Transactions had
occurred on such date. Each of such pro forma consolidated balance sheets (i)
has been prepared in good faith based on the same assumptions used to prepare
the pro forma financial statements included in the Information Memorandum (which
assumptions are, as of the Original Effective Date, believed by Superholdings,
Alamosa Delaware and the Borrower to be reasonable), (ii) is based on the best
information available to Superholdings, Alamosa Delaware and the Borrower, as of
the Original Effective Date, after due inquiry, (iii) accurately reflects all
adjustments necessary to give effect to the Roberts/WOW Transactions and (iv)
presents fairly, in all material respects, the pro forma financial position of
Superholdings and its consolidated subsidiaries, Alamosa Delaware and its
consolidated Subsidiaries or the Borrower and its consolidated subsidiaries, as
applicable, as of such date as if the Roberts/WOW Transactions had occurred on
such date.

          (c) Alamosa Delaware has heretofore furnished to the Lenders pro forma
summary consolidated information of Alamosa Delaware, in form and substance
satisfactory to the Administrative Agent, as of and for the fiscal year ended
December 31, 2000, prepared giving effect to the Transactions as if the
Transactions had occurred on such date. Such pro forma summary consolidated
financial information (i) has been prepared in good faith based on the same
assumptions used to prepare the pro forma financial statements provided to the
Lenders on March 19, 2001 (which assumptions are, as of the Restatement
Effective Date, believed by Superholdings, Alamosa Delaware and the Borrower to
be reasonable), (ii) is based on the best information available to
Superholdings, Alamosa Delaware and the Borrower, as of the Restatement
Effective Date, after due inquiry, (iii) accurately reflects all adjustments
necessary to give effect to the Transactions and (iv) presents fairly, in all
material respects, the pro forma financial position of Superholdings and its
consolidated subsidiaries, Alamosa Delaware and its consolidated Subsidiaries or
the Borrower and its consolidated subsidiaries, as applicable, as of such date
as if the Transactions had occurred on such date.

          (d) Except as disclosed in the financial statements referred to above
or the notes thereto or in the Information Memorandum and except for the
Disclosed Matters, after giving effect to the Transactions, none of
Superholdings, APCS, Alamosa Delaware, the Borrower or the Restricted
Subsidiaries has, as of the Restatement Effective Date, any material contingent
liabilities, unusual long-term commitments or unrealized losses.

          (e) Since December 31, 1999, there has been no material adverse change
in the business, assets, operations, prospects or condition, financial or
otherwise, of Superholdings, APCS, Alamosa Delaware, the Borrower and the
Restricted Subsidiaries, taken as a whole.

          SECTION 3.05. Properties. (a) Each of Alamosa Delaware, the Borrower
and the Restricted Subsidiaries has good title to, or valid leasehold interests
in, all its real and personal property material to the business (including its
Mortgaged Properties) of Alamosa Delaware and the Restricted Subsidiaries,
except for Permitted Encumbrances.

                                      47
<PAGE>

          (b) Each of Superholdings, APCS, Alamosa Delaware, the Borrower and
the Restricted Subsidiaries owns, or is licensed to use, all trademarks,
tradenames, copyrights, patents and other intellectual property material to its
business, and the use thereof by Superholdings, APCS, Alamosa Delaware, the
Borrower and the Restricted Subsidiaries does not infringe upon the rights of
any other Person, except for any such infringements that, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect.

          (c) Schedule 3.05 identifies all real property that is owned or leased
by Alamosa Delaware, the Borrower or any of the Restricted Subsidiaries as of
the Restatement Effective Date after giving effect to the Transactions.

          SECTION 3.06. Litigation and Environmental Matters. (a) There are no
actions, suits or proceedings by or before any arbitrator or Governmental
Authority pending against or, to the knowledge of Superholdings, Alamosa
Delaware or the Borrower, threatened against or affecting Superholdings, APCS,
Alamosa Delaware, the Borrower or any of the Restricted Subsidiaries (i) as to
which there is a reasonable possibility of an adverse determination and that, if
adversely determined, could reasonably be expected, individually or in the
aggregate, to result in a Material Adverse Effect (other than the Disclosed
Matters) or (ii) that involve any of the Loan Documents or the Transactions.

          (b) Except for the Disclosed Matters and except with respect to any
other matters that, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect, neither Superholdings, APCS,
Alamosa Delaware, the Borrower nor any of the Restricted Subsidiaries (i) has
failed to comply with any Environmental Law or to obtain, maintain or comply
with any permit, license or other approval required under any Environmental Law,
(ii) has become subject to any Environmental Liability, (iii) has received
notice of any claim with respect to any Environmental Liability or (iv) knows of
any basis for any Environmental Liability.

          (c) Since the date of this Agreement, there has been no change in the
status of the Disclosed Matters that, individually or in the aggregate, has
resulted in, or materially increased the likelihood of, a Material Adverse
Effect.

          SECTION 3.07. Compliance with Laws and Agreements. Each of
Superholdings, APCS, Alamosa Delaware, the Borrower and the Restricted
Subsidiaries is in compliance with (a) all laws, regulations and orders of any
Governmental Authority applicable to it or its property and all indentures,
agreements and other instruments binding upon it or its property, except where
the failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect, (b) the terms of the Sprint
Agreements, and all other indentures, agreements and instruments binding upon it
or its property, except, in the case of agreements, indentures and instruments
other than the Sprint Agreements, where the failure to do so, individually or in
the aggregate, could not reasonably be expected to result in a Material Adverse
Effect. No Default has occurred and is continuing.

          SECTION 3.08. Investment and Holding Company Status. Neither
Superholdings, APCS, Alamosa Delaware, the Borrower nor any of the Restricted
Subsidiaries is (a) an "investment company" as defined in, or subject to
regulation under, the Investment Company Act of 1940 or (b) a "holding company"
as defined in, or subject to regulation under, the Public Utility Holding
Company Act of 1935.

          SECTION 3.09. Taxes. Each of Superholdings, APCS, Alamosa Delaware,
the Borrower and the Restricted Subsidiaries has timely filed or caused to be
filed all Tax returns and reports required to have been filed and has paid or
caused to be paid all Taxes required to have been paid by it, except (a) any
Taxes that are being contested in good faith by appropriate proceedings and for
which Superholdings, APCS, Alamosa Delaware, the Borrower or such Restricted
Subsidiary, as applicable, has set aside on its books adequate reserves or (b)
to the extent that the failure to do so could not reasonably be expected to
result in a Material Adverse Effect.


                                      48
<PAGE>

          SECTION 3.10. ERISA. No ERISA Event has occurred or is reasonably
expected to occur that, when taken together with all other such ERISA Events for
which liability is reasonably expected to occur, could reasonably be expected to
result in a Material Adverse Effect. The present value of all accumulated
benefit obligations under each Plan (based on the assumptions used for purposes
of Statement of Financial Accounting Standards No. 87) did not, as of the date
of the most recent financial statements reflecting such amounts, exceed by more
than $1,000,000 the fair market value of the assets of such Plan, and the
present value of all accumulated benefit obligations of all underfunded Plans
(based on the assumptions used for purposes of Statement of Financial Accounting
Standards No. 87) did not, as of the date of the most recent financial
statements reflecting such amounts, exceed by more than $1,000,000 the fair
market value of the assets of all such underfunded Plans.

          SECTION 3.11. Disclosure. The Borrower has disclosed to the Lenders
all agreements, instruments and corporate or other restrictions to which
Superholdings, APCS, Alamosa Delaware, the Borrower or any of the Restricted
Subsidiaries is subject, and all other matters known to any of them, that,
individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Effect. Neither the Information Memorandum, the Public
Information Memorandum nor any of the other reports, financial statements,
certificates or other information, taken as a whole, furnished by or on behalf
of any Loan Party to the Administrative Agent or any Lender in connection with
the negotiation of the Original Credit Agreement or this Agreement or any other
Loan Document or delivered hereunder or thereunder (as modified or supplemented
by other information so furnished) contains any material misstatement of fact or
omits to state any material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading;
provided that, with respect to projected financial information, Superholdings,
Alamosa Delaware and the Borrower represent only that such information was
prepared in good faith based upon assumptions believed to be reasonable at the
time.

          SECTION 3.12. Restricted Subsidiaries. (a) Schedule 3.12 sets forth
the name of, and the ownership interest of Alamosa Delaware in, each Restricted
Subsidiary and identifies each Restricted Subsidiary that is a Subsidiary Loan
Party, in each case as of the Restatement Effective Date. Each License
Subsidiary and each Real Property Subsidiary is a Wholly Owned Subsidiary, and
all the Capital Stock of each such Person is directly or indirectly owned by the
Borrower free and clear of any Lien (other than Liens created by the Security
Documents).

          (b) As of the date hereof, there is not any issued or outstanding
Capital Stock of Alamosa Delaware or other interest of or in Alamosa Delaware or
any of its Restricted Subsidiaries other than as described in subsection (a).
All outstanding Capital Stock of each Restricted Subsidiary of Alamosa Delaware
which is owned, directly or indirectly, by Alamosa Delaware or another
Restricted Subsidiary is free and clear of all Liens whatsoever (other than
Liens under the Security Documents).

          (c) All Licenses which are directly or indirectly held by Alamosa
Delaware or any of its Restricted Subsidiaries are owned, beneficially and of
record free and clear of all Liens (other than Liens under the Security
Documents or under the Communications Act).

          (d) All Real Property Assets and Real Property- Related Equipment
(other than Excluded Real Property Assets, Excluded Real Property-Related
Equipment, Secured Real Property Assets and Secured Real Property-Related
Equipment) which are directly or indirectly owned by the Borrower or any other
Loan Party are owned free and clear of all Liens (other than Liens under the
Security Documents or Permitted Encumbrances). The Real Property Assets of
Alamosa Delaware and its Restricted Subsidiaries (excluding Secured Real
Property Assets and Secured Real Property-Related Equipment) with respect to at
least 90% of the number of towers of Alamosa Delaware and the Restricted
Subsidiaries are owned, beneficially and of record, free and clear of all Liens
(other than the Liens under the Security Documents or Permitted Encumbrances) by
the Real Property Subsidiaries.


                                      49
<PAGE>

          SECTION 3.13. Absence of Non-Permitted Obligations. None of the
Special Purpose Subsidiaries has any obligations or liabilities other than (a)
under the Guarantee Agreement and the Security Agreement, (b) subordinated
Guarantees in respect of the Alamosa Delaware Indentures, (c) in the case of
each Real Property Subsidiary, under any lease of real property or equipment
which it has entered into in the ordinary course of business and for taxes
incurred in the ordinary course of business which are incident to being the
owner or lessee of real property and equipment, (d) under the Special Purpose
Subsidiary Funding Agreements, (e) franchise and corporate taxes incurred in the
ordinary course in order for it to continue to maintain its existence and (f) as
otherwise permitted under Section 6.13.

          SECTION 3.14. Licenses. (i) Pursuant to the Sprint Agreements, Alamosa
Delaware and its Restricted Subsidiaries have the use and benefit of all PCS
Licenses necessary to operate a System in the Service Regions and each other
area in which Alamosa Delaware or any of its Restricted Subsidiaries conducts
broadband personal communications operations and (ii) Alamosa Delaware and its
Restricted Subsidiaries (x) hold all point-to-point microwave Licenses, if any,
necessary to operate the Systems in the Service Regions and each other area in
which Alamosa Delaware or any of its Restricted Subsidiaries conducts broadband
personal communications operations, each of which has been duly issued by the
FCC, is held, except as otherwise contemplated by Section 5.15(b), by a License
Subsidiary and is in full force and effect, and (y) are in compliance in all
material respects with all of the provisions of each such microwave License.

          SECTION 3.15. Insurance. Schedule 3.15 sets forth a description of all
insurance maintained by or on behalf of Alamosa Delaware and its Restricted
Subsidiaries as of the Restatement Effective Date. As of the Restatement
Effective Date, all premiums in respect of such insurance have been paid.
Superholdings, Alamosa Delaware and the Borrower believe that the insurance
maintained by or on behalf of Alamosa Delaware and its Restricted Subsidiaries
is adequate.

          SECTION 3.16. Labor Matters. As of the Restatement Effective Date,
there are no strikes, lockouts or slowdowns against Superholdings, APCS, Alamosa
Delaware, the Borrower or any Restricted Subsidiary pending or, to the knowledge
of Holding, Alamosa Delaware or the Borrower, threatened. All significant
payments due from Superholdings, APCS, Alamosa Delaware, the Borrower or any
Restricted Subsidiary, or for which any claim may be made against Superholdings,
APCS, Alamosa Delaware, the Borrower or any Restricted Subsidiary, on account of
wages and employee health and welfare insurance and other benefits, have been
paid or accrued as a liability on the books of Superholdings, APCS, Alamosa
Delaware, the Borrower or such Restricted Subsidiary. The consummation of the
Transactions will not give rise to any right of termination or right of
renegotiation on the part of any union under any collective bargaining agreement
to which Superholdings, APCS, Alamosa Delaware, the Borrower or any Restricted
Subsidiary is bound.


                                      50
<PAGE>

          SECTION 3.17. Solvency. Immediately after the consummation of the
Roberts/WOW Transactions that occurred on the Original Effective Date and
immediately following the making of each Loan made on the Original Effective
Date and after giving effect to the application of the proceeds of such Loans
(collectively, the "Original Transactions"), and immediately after the
consummation of the Transactions to occur on the Restatement Effective Date and
immediately following the making of each Loan made on the Restatement Effective
Date and after giving effect to the application of the proceeds of such Loans
(the "New Transactions"), (a) the fair value of the assets of each Loan Party,
at a fair valuation, did, in the case of the Original Transactions, or will, in
the case of the New Transactions, exceed its debts and liabilities,
subordinated, contingent or otherwise; (b) the present fair saleable value of
the property of each Loan Party was, in the case of the Original Transactions,
or will be, in the case of the New Transactions, greater than the amount that
was, in the case of the Original Transactions, or will be, in the case of the
New Transactions, required to pay the probable liability of its debts and other
liabilities, subordinated, contingent or otherwise, as such debts and other
liabilities become absolute and matured; (c) each Loan Party was, in the case of
the Original Transactions, or will be, in the case of the New Transactions, able
to pay its debts and liabilities, subordinated, contingent or otherwise, as such
debts and liabilities become absolute and matured; and (d) each Loan Party did
not, in the case of the Original Transactions, or will not, in the case of the
New Transactions, have unreasonably small capital with which to conduct the
business in which it is engaged as such business, in the case of the Original
Transactions, was conducted and was proposed to be conducted following the
Original Effective Date or, in the case of the New Transactions, is now
conducted and is proposed to be conducted following the Restatement Effective
Date.

          SECTION 3.18. Use of Proceeds. The proceeds of the Loans and the
Letters of Credit will be used only for the purposes specified in the
preamble of this Agreement.

          SECTION 3.19. FCC Compliance. (a) Alamosa Delaware and each
Restricted Subsidiary are in compliance in all material respects with the
Communications Act.

          (b) None of Superholdings, Alamosa Delaware or the Borrower has
knowledge of any investigation, notice of apparent liability, violation,
forfeiture or other order or complaint issued by or before the FCC, or of any
other proceedings (other than proceedings relating to the wireless
communications industries generally) of or before the FCC, which could
reasonably be expected to have a Material Adverse Effect.

          (c) No event has occurred which (i) results in, or after notice or
lapse of time or both would result in, revocation, suspension, adverse
modification, non-renewal, impairment, restriction or termination of, or order
of forfeiture with respect to, any License in any respect which could reasonably
be expected to have a Material Adverse Effect or (ii) affects or could
reasonably be expected in the future to affect any of the rights of Alamosa
Delaware, the Borrower or any License Subsidiary under any License held by
Alamosa Delaware, the Borrower or any License Subsidiary in any respect which
could reasonably be expected to have a Material Adverse Effect.

          (d) Each of Alamosa Delaware, the Borrower and the License
Subsidiaries has duly filed in a timely manner all material filings, reports,
applications, documents, instruments and information required to be filed by it
under the Communications Act, and all such filings were when made true, correct
and complete in all material respects.

          (e) Alamosa Delaware has no reason to believe that each License of
Alamosa Delaware or any of its Restricted Subsidiaries will not be renewed in
the ordinary course.


                                      51
<PAGE>

          SECTION 3.20. Security Documents. (a) The Pledge Agreement is
effective to create in favor of the Administrative Agent, for the ratable
benefit of the Secured Parties, a legal, valid and enforceable security interest
in the Collateral (as defined in the Pledge Agreement) and, when the Collateral
is delivered to the Administrative Agent, the Pledge Agreement shall create a
fully perfected first priority Lien on, and security interest in, all right,
title and interest of the pledgors thereunder in such Collateral, in each case
prior and superior in right to any other Person.

          (b) The Security Agreement is effective to create in favor of the
Administrative Agent, for the ratable benefit of the Secured Parties, a legal,
valid and enforceable security interest in the Collateral (as defined in the
Security Agreement) and, when financing statements in appropriate form are filed
in the offices specified on Schedule 6 to the Perfection Certificate, as updated
by the Borrower from time to time in accordance with Section 5.03, the Security
Agreement shall constitute a fully perfected Lien on, and security interest in,
all right, title and interest of the grantors thereunder in such Collateral
(other than the Intellectual Property, as defined in the Security Agreement), to
the extent perfection can be obtained by filing Uniform Commercial Code
financing statements, in each case prior and superior in right to any other
Person, other than with respect to Liens expressly permitted by Section 6.02.

          (c) When the Security Agreement is filed in the United States Patent
and Trademark Office and the United States Copyright Office, and, with respect
to Collateral in which a security interest cannot be perfected by such filings,
upon the filing of the financing statements referred to in paragraph (b) above,
the Security Agreement and such financing statements shall constitute a fully
perfected Lien on, and security interest in, all right, title and interest of
the grantors thereunder in the Intellectual Property (as defined in the Security
Agreement), in each case prior and superior in right to any other Person (it
being understood that subsequent recordings in the United States Patent and
Trademark Office and the United States Copyright Office may be necessary to
perfect a lien on registered trademarks, trademark applications and copyrights
acquired by the grantors after the date hereof).

          (d) The Mortgages, if any, are effective to create in favor of the
Administrative Agent, for the ratable benefit of the Secured Parties, a legal,
valid and enforceable Lien on all of Alamosa Delaware's right, title and
interest in and to the Mortgaged Property thereunder and the proceeds thereof,
and when the Mortgages are filed in the offices specified on Schedule 3.22, the
Mortgages shall constitute a fully perfected Lien on, and security interest in,
all right, title and interest of Alamosa Delaware in such Mortgaged Property and
the proceeds thereof, in each case prior and superior in right to any other
Person, other than with respect to the rights of Persons pursuant to Liens
expressly permitted by Section 6.02.

          SECTION 3.21. Copyrights, Trademarks, etc. Alamosa Delaware and the
Restricted Subsidiaries own, or are licensed to use, all copyrights, trademarks,
trade names, patents, technology, know-how and processes, service marks and
rights with respect to the foregoing that are used in or necessary for the
conduct of their respective businesses as currently conducted unless the failure
to obtain such item could not reasonably be expected to result in a Material
Adverse Effect. To the knowledge of any Loan Party, the use of such copyrights,
trademarks, trade names, patents, technology, know-how and processes, service
marks and rights with respect to the foregoing by Alamosa Delaware and the
Restricted Subsidiaries does not infringe in any material respect on the rights
of any Person.


          SECTION 3.22. Federal Regulations. No part of the proceeds of any
Loans will be used in any manner which would result in a violation of Regulation
U or X of the Board as now and from time to time hereafter in effect or to buy
or carry "margin stock" (as defined thereunder) or to refinance any Indebtedness
incurred for such purpose.

          SECTION 3.23. Total Borrower Capital. As of the Original Effective
Date, Total Borrower Capital was equal to at least $596,500,000 and as of the
Restatement Effective Date, Total Borrower Capital is equal to at least
$625,931,000.


                                      52
<PAGE>

                                   ARTICLE IV

                                   Conditions


          SECTION 4.01. Restatement Effective Date. The obligations of the
Lenders to make Loans and of the Issuing Bank to issue Letters of Credit
hereunder shall not become effective until the date on which each of the
following conditions is satisfied (or waived in accordance with Section 9.02):

          (a) The Administrative Agent (or its counsel) shall have received from
     each party hereto either (i) a counterpart of this Agreement signed on
     behalf of such party or (ii) written evidence satisfactory to the
     Administrative Agent (which may include telecopy transmission of a signed
     signature page of this Agreement) that such party has signed a counterpart
     of this Agreement.

          (b) The Administrative Agent shall have received a favorable written
     opinion (addressed to the Administrative Agent and the Lenders and dated
     the Restatement Effective Date) of each of (i) Skadden, Arps, Slate,
     Meagher & Flom, LLP, counsel for the Borrower, substantially in the form of
     Exhibit B-1, (ii) Crenshaw, Dupree and Milam, LLP, counsel for the
     Borrower, substantially in the form of Exhibit B-2, (iii) Axley Brynelson,
     LLP, special Wisconsin counsel for the Borrower, Duncan, Tiger, Tabor &
     Niegel, special Oregon and Washington counsel for the Borrower, Armstrong
     Teasdale LLP, special Missouri counsel for the Borrower, Fob Jones, special
     Oklahoma counsel for the Borrower, Bassett Law Firm, special Arkansas
     counsel for the Borrower, and Adams & Jones, special Kansas counsel for the
     Borrower, substantially in the form of Exhibit B-3, and (iv) Vonya B.
     McCann, counsel to Sprint PCS, as to validity of Licenses, in form and
     substance satisfactory to the Administrative Agent, and, in the case of
     each such opinion required by this paragraph, covering such other matters
     relating to the Loan Parties, the Loan Documents or the Southwest
     Transactions as the Required Lenders shall reasonably request. Each of
     Superholdings, Alamosa Delaware and the Borrower hereby requests such
     counsel to deliver such opinions.

          (c) The Administrative Agent shall have received such documents and
     certificates as the Administrative Agent or its counsel may reasonably
     request relating to the organization, existence and good standing of each
     Loan Party, the authorization of the Southwest Transactions and any other
     legal matters relating to the Loan Parties, the Loan Documents or the
     Southwest Transactions, all in form and substance satisfactory to the
     Administrative Agent and its counsel.

          (d) The Administrative Agent shall have received a certificate, dated
     the Restatement Effective Date and signed by the President, a Vice
     President or a Financial Officer of the Borrower, confirming compliance
     with the conditions set forth in paragraphs (a), (b) and (c) of Section
     4.02.


                                      53
<PAGE>

          (e) The Administrative Agent shall have received all fees and other
     amounts due and payable on or prior to the Restatement Effective Date,
     including, to the extent invoiced, reimbursement or payment of all out-
     of-pocket expenses (including fees, charges and disbursements of counsel)
     required to be reimbursed or paid by any Loan Party hereunder or under any
     other Loan Document.

          (f) The Collateral and Guarantee Requirement shall have been satisfied
     and the Administrative Agent shall have received a completed Perfection
     Certificate dated the Restatement Effective Date and signed by an executive
     officer or Financial Officer of the Borrower, together with all attachments
     contemplated thereby, including the results of a search of the Uniform
     Commercial Code (or equivalent) filings made with respect to the Targets in
     the jurisdictions contemplated by the Perfection Certificate and copies of
     the financing statements (or similar documents) disclosed by such search
     and evidence reasonably satisfactory to the Administrative Agent that the
     Liens indicated by such financing statements (or similar documents) are
     permitted by Section 6.02 or have been released.

          (g) The Administrative Agent shall have received evidence that the
     insurance required by Section 5.07 and the Security Documents is in effect.

          (h) As of the Restatement Effective Date, Alamosa Delaware shall, on a
     pro forma basis, be in compliance with the Financial Covenants.

          (i) The Lenders shall have received an 8-year business plan of each of
     Alamosa Delaware and the Borrower, with quarterly projections for the
     five-year period following the Restatement Effective Date, which shall be
     satisfactory to the Lenders.

          (j) Except as set forth in Schedule 4.01, all material consents and
     approvals required to be obtained from any Governmental Authority or other
     Person in connection with the Southwest Merger Transaction and the other
     Southwest Transactions (including, without limitation, FCC approval) shall
     have been obtained, and all applicable waiting periods and appeal periods
     shall have expired (or the Agents shall be reasonably satisfied that there
     is no significant risk of an appeal being made prior to the expiration of
     any such appeal period), in each case without the imposition of any
     burdensome conditions. The Southwest Merger Transaction shall have been
     consummated immediately prior to, and the other Southwest Transactions
     shall be consummated substantially simultaneously with, the initial funding
     of Loans on the Restatement Effective Date in accordance with the Southwest
     Agreement and applicable law, without any amendment to or waiver of any
     material terms or conditions of the Southwest Agreement adverse to the
     Lenders not approved by the Required Lenders. The Administrative Agent
     shall have received copies of the Southwest Agreement and all certificates,
     opinions and other documents delivered thereunder, certified by a Financial
     Officer as complete and correct.

          (k) The Borrower shall have received the Additional Alamosa Delaware
     Contribution. The terms and conditions of the Additional Alamosa Delaware
     Contribution and the provisions of the documents related thereto shall be
     reasonably satisfactory to the Administrative Agent. The Administrative
     Agent shall have received copies of the documents related to the Additional
     Alamosa Delaware Contribution, certified by a Financial Officer as complete
     and correct.


                                      54
<PAGE>

          (l) The Lenders shall have received (i) pro forma summary consolidated
     financial information of Alamosa Delaware, in form and substance
     satisfactory to the Administrative Agent, as of and for the fiscal year
     ended December 31, 2000, reflecting all pro forma adjustments as if the
     Transactions had been consummated on such date, and such pro forma summary
     consolidated financial information shall be consistent in all material
     respects with the forecasts and other information previously provided to
     the Lenders, (ii) audited consolidated balance sheet and related statements
     of income, stockholders' equity and cash flows of Southwest Holdings as of
     and for the fiscal year ended December 31, 1999, all reported on by Ernst &
     Young LLP to the effect that such consolidated financial statements present
     fairly in all material respects the financial condition and results of
     operations of Southwest Holdings, and its consolidated subsidiaries, on a
     consolidated basis in accordance with GAAP consistently applied, and such
     audited consolidated balance sheet, statements of income, stockholders'
     equity and cash flows shall be consistent in all material respects with the
     information previously provided to the Lenders and (iii) to the extent
     requested by the Lenders, unaudited consolidated balance sheets and related
     statements of income, stockholders' equity and cash flows of Southwest
     Holdings as of the end of and for each month and fiscal quarter ending
     after December 31, 1999, and such unaudited consolidated balance sheets,
     statements of income, stockholders' equity and cash flows shall be
     consistent in all material respects with the information previously
     provided to the Lenders.

          (m) After giving effect to the Transactions, neither Superholdings,
     APCS, Alamosa Delaware, the Borrower nor any of the Restricted Subsidiaries
     shall have outstanding any shares of preferred stock or any Indebtedness,
     other than (i) Indebtedness incurred under the Loan Documents, (ii)
     $350,000,000 of Indebtedness in respect of the 12 7/8% Senior Discount
     Notes, (iii) $250,000,000 of Indebtedness in respect of the 12 1/2% Senior
     Notes and (iv) Capital Lease Obligations in an aggregate amount not in
     excess of $2,000,000. The aggregate amount of the Transaction Costs shall
     not exceed $11,603,000.

          (n) The Administrative Agent shall have received a solvency letter, in
     form and substance satisfactory to the Lenders, from the chief financial
     officer of Superholdings, with respect to the solvency of the Loan Parties
     after giving effect to the Transactions.

          (o) The Administrative Agent shall have received evidence reasonably
     satisfactory to it that all existing indebtedness of the Targets
     substantially simultaneously with the initial funding of the Loans on the
     Restatement Effective Date shall be repaid, that all commitments in
     connection therewith substantially simultaneously with the initial funding
     of Loans on the Restatement Effective Date shall be terminated and all
     Liens securing any Indebtedness thereunder substantially simultaneously
     with the initial funding of Loans on the Restatement Effective Date shall
     be released.

          (p) There shall have been no material adverse change in the business,
     assets, operations, prospects or condition, financial or otherwise, of
     Superholdings, APCS, Alamosa Delaware, the Borrower and the Restricted
     Subsidiaries, taken as a whole, and each of Roberts, WOW and the Targets
     since December 31, 1999.


                                      55
<PAGE>

          (q) The Sprint Agreements shall be in full force and effect and no
     Loan Party shall be aware of any default in any significant respect by any
     party thereto in the performance of its obligations thereunder. Sprint PCS,
     affiliates of Sprint PCS that are party to or bound by the Sprint
     Agreements and Alamosa Delaware and its Restricted Subsidiaries (including
     Southwest) shall have executed and delivered an Amended and Restated
     Consent and Agreement with the Administrative Agent, acting for the
     Lenders, and the Amended and Restated Consent and Agreement shall be in
     full force and effect.

          (r) Alamosa Delaware shall have transferred to (i) the Real Property
     Subsidiaries all Real Property Assets and Real Property-Related Equipment
     other than (A) Real Property Assets constituting rights under leases that
     as of the date hereof prohibit such transfer (without regard to any such
     prohibition which contains exceptions if Alamosa Delaware or any Restricted
     Subsidiary remains liable for the obligations under the applicable lease or
     if Alamosa Delaware or the Restricted Subsidiaries were to take other
     actions which are reasonably (considering the expenses involved) within
     their power to take ("Restricted Real Property Assets")), (B) equipment
     which constitutes a fixture to any Restricted Real Property Asset
     ("Restricted Real Property-Related Equipment") and (C) Secured Real
     Property Assets and Secured Real Property Related Equipment, but in any
     event the Borrower shall have so transferred leasehold interests covering
     at least 90% of the number of towers leased (or on which space is leased)
     by Alamosa Delaware and the Restricted Subsidiaries (excluding Secured Real
     Property Assets and Secured Real Property- Related Equipment) as of the
     date hereof and provided evidence reasonably satisfactory to the
     Administrative Agent of the transfers described above and (ii) a License
     Subsidiary all Licenses, except as otherwise contemplated by Section
     5.15(b), which are directly or indirectly held by Alamosa Delaware or any
     of the Restricted Subsidiaries (including the Licenses listed on Schedule
     3.14), in each case free and clear of all Liens whatsoever (other than
     Liens created by the Security Documents and (x) with respect to any Real
     Property Subsidiary, Permitted Encumbrances, and, in the case of leasehold
     interests in towers, Liens permitted by Section 6.02 on equipment
     constituting fixtures with respect to the towers subject to such leases,
     and (y) with respect to any License Subsidiary, Liens arising under the
     Communications Act), and each Special Purpose Subsidiary shall have entered
     into a Special Purpose Subsidiary Funding Agreement with the Borrower.

          (s) There shall be no litigation or administrative proceeding
     commenced that could reasonably be expected to have a Material Adverse
     Effect.

          (t) The Lenders shall have received written confirmation from Moody's
     and S&P that, as of the Restatement Effective Date, after giving effect to
     the Transactions (i) the rating of the senior, unsecured,
     non-credit-enhanced, publicly held, long-term indebtedness for borrowed
     money of Alamosa Delaware by each of Moody's and S&P are no lower than Caa1
     and CCC, respectively, and (ii) the rating of the facilities hereunder by
     each of Moody's and S&P are no lower than B2 and B-, respectively.

          (u) The Administrative Agent shall have received evidence reasonably
     satisfactory to it that the Borrower has made equity contributions to each
     of Alamosa, Roberts, WOW and Southwest in amounts sufficient to ensure that
     the contributed equity of each of Alamosa, Roberts, WOW and Southwest is at
     least equal to (i) in the case of Alamosa, the amount of Indebtedness of
     Alamosa refinanced with Term Loans hereunder, (ii) in the case of Roberts,
     $20,000,000, (iii) in the case of WOW, $10,000,000 and (iv) in the case of
     Southwest, $53,000,000.


                                      56
<PAGE>

          (v) The Administrative Agent shall have received evidence reasonably
     satisfactory to it that, as of the Restatement Effective Date, Total
     Borrower Capital is equal to at least $625,931,000.

The Administrative Agent shall notify the Borrower and the Lenders of the
Restatement Effective Date, and such notice shall be conclusive and binding.
Notwithstanding the foregoing, the obligations of the Lenders to make Loans and
of the Issuing Bank to issue Letters of Credit hereunder shall not become
effective unless each of the foregoing conditions is satisfied (or waived
pursuant to Section 9.02) at or prior to 5:00 p.m., New York time, on April 30,
2001 (and, in the event such conditions are not so satisfied or waived, the
Commitments shall terminate at such time).

          SECTION 4.02. Each Credit Event. The obligation of each Lender to make
a Loan on the occasion of any Borrowing, and of the Issuing Bank to issue,
amend, renew or extend any Letter of Credit, is subject to receipt of the
request therefor in accordance herewith and to the satisfaction of the following
conditions:

          (a) The representations and warranties of each Loan Party set forth in
     the Loan Documents shall be true and correct in all material respects on
     and as of the date of such Borrowing or the date of issuance, amendment,
     renewal or extension of such Letter of Credit, as applicable, except to the
     extent any representation or warranty expressly relates to an earlier date
     (in which case such representation or warranty shall be true and correct as
     of such earlier date).

          (b) At the time of and immediately after giving effect to such
     Borrowing or the issuance, amendment, renewal or extension of such Letter
     of Credit, as applicable, no Default shall have occurred and be continuing.

          (c) The ratio of Senior Debt to Net Property, Plant and Equipment on
     the last day of the fiscal quarter ending immediately prior to such
     Borrowing shall not exceed 1.00:1.00.

Each Borrowing and each issuance, amendment, renewal or extension of a Letter of
Credit shall be deemed to constitute a representation and warranty by
Superholdings, Alamosa Delaware and the Borrower on the date thereof as to the
matters specified in paragraphs (a), (b) and (c) of this Section.


                                      57
<PAGE>

                                    ARTICLE V

                              Affirmative Covenants
                              ---------------------

          Until the Commitments have expired or been terminated and the
principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full and all Letters of Credit shall have expired or terminated and
all LC Disbursements shall have been reimbursed, each of Superholdings, Alamosa
Delaware and the Borrower covenants and agrees with the Lenders that:

          SECTION 5.01. Financial Statements and Other Information. The
Borrower will furnish to the Administrative Agent and each Lender:

          (a)(i) within 90 days after the end of each fiscal year (A) of each of
     Superholdings (commencing with the fiscal year ending December 31, 2001)
     and Alamosa Delaware and its Restricted Subsidiaries, its audited
     consolidated balance sheet and related statements of operations,
     stockholders' equity and cash flows as of the end of and for such year,
     setting forth in each case in comparative form the figures for the previous
     fiscal year, all reported on by PricewaterhouseCoopers LLP or other
     independent public accountants of recognized national standing (without a
     "going concern" or like qualification or exception and without any
     qualification or exception as to the scope of such audit) to the effect
     that such consolidated financial statements present fairly in all material
     respects the financial condition and results of operations of Superholdings
     or Alamosa Delaware, as the case may be, and its consolidated Subsidiaries,
     on a consolidated basis in accordance with GAAP consistently applied and
     (B) of the Borrower, its unaudited consolidated balance sheets and related
     statement of operations and cash flows as of the end of and for such year,
     setting forth in each case in comparative form the figures for the previous
     fiscal year, all certified by one of its Financial Officers as presenting
     fairly in all material respects the financial condition and results of
     operations of the Borrower and its consolidated subsidiaries on a
     consolidated basis in accordance with GAAP consistently applied, (ii)
     within 90 days after the end of each fiscal year of Alamosa Delaware, its
     consolidating balance sheets and related statements of operations,
     stockholders' equity and cash flows as of the end of and for such year,
     setting forth in each case in comparative form the figures for the previous
     fiscal year, all certified by one of its Financial Officers as presenting
     fairly in all material respects the financial condition and results of
     operations of Alamosa Delaware and its consolidated Subsidiaries on a
     consolidating basis in accordance with GAAP consistently applied and (iii)
     at the time of delivery of the financial statements set forth above for the
     fiscal year ending December 31, 2001, (A) a narrative summary containing a
     detailed explanation of the financial performance of Alamosa Delaware and
     its Restricted Subsidiaries for such fiscal year and the fiscal quarter
     then ending as compared against the Alamosa Delaware consolidated financial
     model provided to the Lenders on March 12, 2001 and (B) a quantitative
     analysis containing a detailed comparison of the financial performance of
     Alamosa Delaware and its Restricted Subsidiaries for such fiscal year and
     fiscal quarter as compared against the Alamosa Delaware consolidated
     financial model provided to the Lenders on March 12, 2001, in each case in
     form satisfactory to the Administrative Agent;


                                      58
<PAGE>

          (b) within 45 days after the end of (i) each of the first three fiscal
     quarters of each fiscal year (A) of each of Superholdings and Alamosa
     Delaware, its consolidated and consolidating balance sheets and related
     statements of operations, stockholders' equity and cash flows as of the end
     of and for such fiscal quarter and the then elapsed portion of the fiscal
     year and (B) of the Borrower, its consolidated balance sheet and related
     statement of operations and cash flows as of the end of and for such fiscal
     quarter and the then elapsed portion of the fiscal year, setting forth in
     each case in comparative form the figures for the corresponding period or
     periods of (or, in the case of the balance sheet, as of the end of the
     corresponding period or periods of) the previous fiscal year, all certified
     by one of its Financial Officers as presenting fairly in all material
     respects the financial condition and results of operations of Superholdings
     or Alamosa Delaware, as the case may be, and its consolidated Subsidiaries
     or the Borrower and its consolidated subsidiaries, as applicable, on a
     consolidated or consolidating basis, as applicable, in accordance with GAAP
     consistently applied, subject to normal year-end audit adjustments and the
     absence of footnotes, and (ii) each fiscal quarter ending on or before June
     30, 2002, (A) a narrative summary containing a detailed explanation of the
     financial performance of Alamosa Delaware and its Restricted Subsidiaries
     for such fiscal quarter as compared against the Alamosa Delaware
     consolidated financial model provided to the Lenders on March 12, 2001 and
     (B) a quantitative analysis containing a detailed comparison of the
     financial performance of Alamosa Delaware and its Restricted Subsidiaries
     for such fiscal quarter as compared against the Alamosa Delaware
     consolidated financial model provided to the Lenders on March 12, 2001, in
     each case in form satisfactory to the Administrative Agent;

          (c) within 30 days after the end of each of the first two fiscal
     months of each fiscal quarter of the Borrower ending on or before June 30,
     2002, its internal management report as of the end of and for such fiscal
     month and the then elapsed portion of the fiscal year, in the same form as
     delivered to management of Alamosa Delaware and the Borrower;

          (d) concurrently with any delivery of financial statements under
     clause (a) or (b) above, a certificate of a Financial Officer of the
     Borrower, Alamosa Delaware or Superholdings, as applicable, (i) certifying
     as to whether, to the best of such officer's knowledge, a Default has
     occurred and is continuing, and, if a Default has occurred and is
     continuing, specifying the details thereof and any action taken or proposed
     to be taken with respect thereto, (ii) setting forth reasonably detailed
     calculations demonstrating compliance with the Financial Covenants and
     (iii) stating whether any change in GAAP or in the application thereof has
     occurred since the date of the Borrower's, Alamosa Delaware's or
     Superholdings', as applicable, audited financial statements referred to in
     Section 3.04 and, if any such change has occurred, specifying the effect of
     such change on the financial statements accompanying such certificate;

          (e) concurrently with any delivery of financial statements under
     clause (a)(i) above, a certificate of the accounting firm that reported on
     such financial statements stating whether they obtained knowledge during
     the course of their examination of such financial statements of any Default
     (which certificate may be limited to the extent required by accounting
     rules or guidelines);


                                      59
<PAGE>


          (f) at least 60 days after the commencement of each fiscal year of the
     Borrower, a detailed consolidated budget for such fiscal year (including a
     projected consolidated balance sheet and related statements of projected
     operations and cash flow as of the end of and for such fiscal year and
     setting forth the assumptions used for purposes of preparing such budget)
     and, promptly when available, any significant revisions of such budget;

          (g) promptly after the same become publicly available, copies of all
     periodic and other reports, proxy statements and other materials filed by
     Superholdings, Alamosa Delaware, the Borrower or any Restricted Subsidiary
     with the Securities and Exchange Commission, or any Governmental Authority
     succeeding to any or all of the functions of said Commission, or with any
     national securities exchange, or distributed by Superholdings to its
     shareholders generally, as the case may be; and

          (h) promptly following any request therefor, such other information
     regarding the operations, business affairs and financial condition of
     Superholdings, APCS, Alamosa Delaware, the Borrower or any Restricted
     Subsidiary, including without limitation information on revenue, churn and
     system information on a quarterly basis and certain subscriber information
     on a monthly basis, or compliance with the terms of any Loan Document, as
     the Administrative Agent or any Lender may reasonably request.

          SECTION 5.02. Notices of Material Events. Superholdings, Alamosa
Delaware and the Borrower will furnish to the Administrative Agent and each
Lender prompt written notice of the following:

          (a) the occurrence of any Default;

          (b) the filing or commencement of any action, suit or proceeding by or
     before any arbitrator or Governmental Authority against or affecting
     Superholdings, APCS, Alamosa Delaware, the Borrower or any Affiliate
     thereof that, if adversely determined, could reasonably be expected to
     result in a Material Adverse Effect;

          (c) the occurrence of any ERISA Event that, alone or together with any
     other ERISA Events that have occurred, could reasonably be expected to
     result in a Material Adverse Effect; and

          (d) any other development that results in, or could reasonably be
     expected to result in, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of
a Financial Officer or other executive officer of the Borrower setting forth the
details of the event or development requiring such notice and any action taken
or proposed to be taken with respect thereto.

                                      60
<PAGE>

          SECTION 5.03. Information Regarding Collateral. (a) The Borrower will
furnish to the Administrative Agent prompt written notice of any change (i) in
any Loan Party's corporate name or in any trade name used to identify it in the
conduct of its business or in the ownership of its properties, (ii) in the
location of any Loan Party's chief executive office, its principal place of
business, any office in which it maintains books or records relating to
Collateral owned by it or any office or facility at which Collateral owned by it
is located (including the establishment of any such new office or facility),
(iii) in any Loan Party's identity or corporate structure or (iv) in any Loan
Party's Federal Taxpayer Identification Number. Each of Alamosa Delaware and the
Borrower agrees not to effect or permit any change referred to in the preceding
sentence unless all filings have been made under the Uniform Commercial Code or
otherwise that are required in order for the Administrative Agent to continue at
all times following such change to have a valid, legal and perfected security
interest in all the Collateral. The Borrower also agrees promptly to notify the
Administrative Agent if any material portion of the Collateral is damaged or
destroyed.

          (b) Each year, at the time of delivery of annual financial statements
with respect to the preceding fiscal year pursuant to clause (a) of Section
5.01, the Borrower shall deliver to the Administrative Agent a certificate of a
Financial Officer of the Borrower (i) setting forth the information required
pursuant to Section 2 of the Perfection Certificate or confirming that there has
been no change in such information since the date of the Perfection Certificate
delivered on the Restatement Effective Date or the date of the most recent
certificate delivered pursuant to this Section and (ii) certifying that all
Uniform Commercial Code financing statements (including fixture filings, as
applicable) or other appropriate filings, recordings or registrations, including
all refilings, rerecordings and reregistrations, containing a description of the
Collateral have been filed of record in each governmental, municipal or other
appropriate office in each jurisdiction identified pursuant to clause (i) above
to the extent necessary to protect and perfect the security interests under the
Security Agreement for a period of not less than 18 months after the date of
such certificate (except as noted therein with respect to any continuation
statements to be filed within such period).

          SECTION 5.04. Existence; Conduct of Business. Each of Superholdings,
Alamosa Delaware and the Borrower will, and will cause APCS and the Restricted
Subsidiaries to, do or cause to be done all things necessary to preserve, renew
and keep in full force and effect its legal existence and the rights, licenses,
permits, privileges, franchises, patents, copyrights, trademarks and trade names
material to the conduct of its business; provided that the foregoing shall not
prohibit any merger, consolidation, liquidation or dissolution permitted under
Section 6.03.

          SECTION 5.05. Payment of Obligations. Each of Superholdings, Alamosa
Delaware and the Borrower will, and will cause APCS and each of the Restricted
Subsidiaries to, pay its Indebtedness and other material obligations, including
material Tax liabilities, before the same shall become delinquent or in default,
except where (a) the validity or amount thereof is being contested in good faith
by appropriate proceedings, (b) Superholdings, APCS, Alamosa Delaware, the
Borrower or such Restricted Subsidiary has set aside on its books adequate
reserves with respect thereto in accordance with GAAP and (c) such contest
effectively suspends collection of the contested obligation and the enforcement
of any Lien securing such obligation.


                                      61
<PAGE>

                  SECTION 5.06. Maintenance of Properties. Each of
Superholdings, Alamosa Delaware and the Borrower will, and will cause APCS and
each of the Restricted Subsidiaries to, keep and maintain all property material
to the conduct of its business in good working order and condition, ordinary
wear and tear excepted.

          SECTION 5.07. Insurance. Each of Superholdings, Alamosa Delaware and
the Borrower will, and will cause APCS and each of the Restricted Subsidiaries
to, maintain, with financially sound and reputable insurance companies (a)
insurance in such amounts (with no greater risk retention) and against such
risks as are customarily maintained by companies of established repute engaged
in the same or similar businesses operating in the same or similar locations and
(b) all insurance required to be maintained pursuant to the Security Documents.
The Borrower will furnish to the Lenders, upon request of the Administrative
Agent, information in reasonable detail as to the insurance so maintained.

          SECTION 5.08. Casualty and Condemnation. The Borrower (a) will furnish
to the Administrative Agent and the Lenders prompt written notice of any
casualty or other insured damage to any material portion of any Collateral or
the commencement of any action or proceeding for the taking of any Collateral or
any part thereof or interest therein having a fair market value in excess of
$100,000 under power of eminent domain or by condemnation or similar proceeding
and (b) will ensure that the Net Proceeds of any such event (whether in the form
of insurance proceeds, condemnation awards or otherwise) are collected and
applied in accordance with the applicable provisions of Section 2.10(c).

          SECTION 5.09. Books and Records; Inspection and Audit Rights. Each of
Superholdings, Alamosa Delaware and the Borrower will, and will cause APCS and
each of the Restricted Subsidiaries to, keep proper books of record and account
in which full, true and correct entries are made of all dealings and
transactions in relation to its business and activities. Each of Superholdings,
Alamosa Delaware and the Borrower will, and will cause APCS and each of the
Restricted Subsidiaries to, permit any representatives designated by the
Administrative Agent or any Lender (after consultation with, and subject to
coordination of visits by, the Administrative Agent), upon reasonable prior
notice, to visit and inspect its properties, to examine and make extracts from
its books and records, and to discuss its affairs, finances and condition with
its officers and independent accountants, all at such reasonable times and as
often as reasonably requested.

          SECTION 5.10. Compliance with Laws. Each of Superholdings, Alamosa
Delaware and the Borrower will, and will cause APCS and each of the Restricted
Subsidiaries to, comply with all laws, rules, regulations and orders of any
Governmental Authority applicable to it or its property, and to comply in all
material respects with all of its Contractual Obligations (including obligations
under any License), in each case, except where the failure to do so,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect.

          SECTION 5.11. Use of Proceeds and Letters of Credit. The proceeds of
the Loans and issuances of Letters of Credit will be used only for the purposes
set forth in the preamble of this Agreement. No part of the proceeds of any Loan
will be used, whether directly or indirectly, for any purpose that entails a
violation of any of the Regulations of the Board, including Regulations U and X.

                                      62
<PAGE>

          SECTION 5.12. Additional Subsidiaries. If any additional Subsidiary is
formed or acquired after the Restatement Effective Date (and such Subsidiary has
assets in excess of $100,000 or acquires assets in excess of $100,000 or has
revenue in excess of $10,000 per annum), the Borrower will, within three
Business Days after such Subsidiary is formed or acquired, notify the
Administrative Agent thereof and cause the Collateral and Guarantee Requirement
to be satisfied with respect to Subsidiary (if it is a Subsidiary Loan Party)
and with respect to any Equity Interest in or Indebtedness of such Subsidiary
owned by or on behalf of any Loan Party.

          SECTION 5.13. Further Assurances. (a) Each of Superholdings, Alamosa
Delaware and the Borrower will, and will cause APCS and each Subsidiary Loan
Party to, execute any and all further documents, financing statements,
agreements and instruments, and take all such further actions (including the
filing and recording of financing statements, fixture filings, mortgages, deeds
of trust and other documents), which may be required under any applicable law,
or which the Administrative Agent or the Required Lenders may reasonably
request, to cause the Collateral and Guarantee Requirement to be and remain
satisfied, all at the expense of the Loan Parties. Superholdings, Alamosa
Delaware and the Borrower also agree to provide to the Administrative Agent,
from time to time upon request, evidence reasonably satisfactory to the
Administrative Agent as to the perfection and priority of the Liens created or
intended to be created by the Security Documents.

          (b) If any material assets (including any real property or
improvements thereto or any interest therein) are acquired by Alamosa Delaware,
the Borrower or any Subsidiary Loan Party after the Restatement Effective Date
(other than assets constituting Collateral under the Security Documents that
become subject to the Lien of the Security Documents upon acquisition thereof),
the Borrower will notify the Administrative Agent thereof, and, if requested by
the Administrative Agent or the Required Lenders, the Borrower will cause such
assets to be subjected to a Lien securing the Obligations and will take, and
cause the Subsidiary Loan Parties to take, such actions as shall be necessary or
reasonably requested by the Administrative Agent to grant and perfect such
Liens, including actions described in paragraph (a) of this Section, all at the
expense of the Loan Parties. In addition, if (i) any License is acquired by
Alamosa Delaware, the Borrower or any Restricted Subsidiary (other than a
designated License Subsidiary) Alamosa Delaware will promptly transfer or cause
the transfer to a designated License Subsidiary for such License, (ii) any Real
Property Assets (other than Restricted Real Property Assets, Secured Real
Property Assets and Excluded Real Property Assets) or any Real Property-Related
Equipment (other than Restricted Real Property-Related Equipment, Secured Real
Property-Related Equipment and Excluded Real Property Equipment) is acquired by
Alamosa Delaware, the Borrower or any Restricted Subsidiary Alamosa Delaware
will promptly transfer or cause the transfer of such assets to the Real Property
Subsidiaries (provided, however, that any leasehold interest relating to a tower
need not be transferred to a Real Property Subsidiary so long as leases covering
at least 90% of the number of towers leased by Alamosa Delaware and the
Restricted Subsidiaries (excluding Secured Real Property Assets) are at the time
held by the Real Property Subsidiaries) and (iii) any fee interests in real
property (other than Excluded Real Property Assets) having at the time of
acquisition thereof a purchase price or fair market value greater than
$1,000,000 (a "Mortgaged Property") are acquired by Alamosa Delaware, the
Borrower or any Restricted Subsidiary after the date hereof (including Mortgaged
Properties of any Person that becomes a Restricted Subsidiary or is merged with
or into or consolidated with the Borrower or any Restricted Subsidiary) the
Borrower will promptly create or cause to be created a first priority (other
than with respect to Permitted Encumbrances) perfected Mortgage in favor of the
Administrative Agent for the benefit of the Secured Parties on, and pay all
recording taxes, title insurance costs, survey costs and other costs in
connection with such Mortgage.


                                      63
<PAGE>

          SECTION 5.14. Interest Rate Protection. As promptly as practicable,
and in any event within 90 days after the Original Effective Date, the Borrower
will enter into, and thereafter for a period of not less than three years from
the date hereof will maintain in effect, one or more interest rate protection
agreements on such terms and with such parties as shall be reasonably
satisfactory to the Agents, the effect of which shall be to fix or limit the
interest cost to the Borrower with respect to at least 40% of the outstanding
Term Loans.

          SECTION 5.15. Post-Closing Matters. (a) The Borrower will maintain,
until released by the Administrative Agent, the existing cash collateralized
letter of credit facility in an amount equal $11,500,000 for letters of credit
securing the Obligations (other than the Roberts Obligations, the WOW
Obligations and the Southwest Obligations (each as defined in the Security
Agreement)); (b) as promptly as practicable, and in any event within 45 days,
the Targets shall transfer to a License Subsidiary all Licenses held directly or
indirectly by any of the Targets; and (c) as soon as available, Alamosa Delaware
shall deliver to the Lenders the audited consolidated balance sheet and related
statements of operations, members' equity and cash flows of Southwest Holdings
as of and for the year ended December 31, 2000, setting forth in comparative
form the figures for the previous fiscal year, all reported on by Ernst & Young
LLP (without a "going concern" or like qualification or exception and without
any qualification or exception as to the scope of such audit) to the effect that
such consolidated financial statements present fairly in all material respects
the financial condition and results of operations of Southwest Holdings and its
consolidated subsidiaries, on a consolidated basis in accordance with GAAP
consistently applied.


                                      64
<PAGE>

                                   ARTICLE VI

                               Negative Covenants

          Until the Commitments have expired or terminated and the principal of
and interest on each Loan and all fees payable hereunder have been paid in full
and all Letters of Credit have expired or terminated and all LC Disbursements
shall have been reimbursed, each of Superholdings, Alamosa Delaware and the
Borrower covenants and agrees with the Lenders that:

          SECTION 6.01. Indebtedness; Certain Equity Securities. (a)
Alamosa Delaware will not, and will not permit any Restricted Subsidiary
to, create, incur, assume or permit to exist any Indebtedness, except:

          (i) Indebtedness created under the Loan Documents;

          (ii) Indebtedness existing on the date hereof and set forth in
     Schedule 6.01 and extensions, renewals and replacements of any such
     Indebtedness that do not increase the outstanding principal amount thereof
     or result in an earlier maturity date or decreased weighted average life
     thereof;

          (iii) Indebtedness of Alamosa Delaware to any Restricted Subsidiary
     (other than a Special Purpose Subsidiary) and of any Restricted Subsidiary
     (other than a Special Purpose Subsidiary) to Alamosa Delaware or any other
     Restricted Subsidiary (other than a Special Purpose Subsidiary); provided
     that Indebtedness of any Restricted Subsidiary that is not a Loan Party to
     Alamosa Delaware or any Subsidiary Loan Party shall be subject to Section
     6.04;

          (iv) Guarantees (A) by Alamosa Delaware of Indebtedness of any
     Restricted Subsidiary, (B) by any Restricted Subsidiary (other than a
     Special Purpose Subsidiary) of Indebtedness of any other Restricted
     Subsidiary, (C) by any Restricted Subsidiary of Indebtedness of Alamosa
     Delaware under the Alamosa Delaware Indentures (on a subordinated basis, as
     permitted by the Alamosa Delaware Indentures) and (D) by any Restricted
     Subsidiary of Indebtedness that extends, renews or replaces the
     Indebtedness of Alamosa Delaware under the Alamosa Delaware Indentures as
     permitted by Section 6.01(ii) (provided such Guarantees are subordinated to
     the obligations of the Loan Parties under the Loan Documents on terms not
     less favorable to the Secured Parties than the subordination provisions in
     the Guarantees under the Alamosa Delaware Indentures and the terms of such
     Guarantees are otherwise no more favorable to the beneficiaries thereof
     than the Guarantees under the Alamosa Delaware Indentures); provided that
     Guarantees by Alamosa Delaware or any Subsidiary Loan Party of Indebtedness
     of any Restricted Subsidiary that is not a Loan Party shall be subject to
     Section 6.04;

          (v) Indebtedness of Alamosa Delaware or any Restricted Subsidiary
     (other than any Special Purpose Subsidiary) incurred to finance the
     acquisition, construction or improvement of any fixed or capital assets,
     including Capital Lease Obligations (other than in connection with
     outsourced service provider programs or sale and leaseback transactions
     permitted by Section 6.06) and any Indebtedness assumed in connection with
     the acquisition of any such assets or secured by a Lien on any such assets
     prior to the acquisition thereof, and extensions, renewals and replacements
     of any such Indebtedness that do not increase the outstanding principal
     amount thereof or result in an earlier maturity date or decreased weighted
     average life thereof; provided that (A) such Indebtedness is incurred prior
     to or within 90 days after such acquisition or the completion of such
     construction or improvement and (B) the aggregate principal amount of
     Indebtedness permitted by this clause (v) shall not exceed $10,000,000 at
     any time outstanding;


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<PAGE>

          (vi) other unsecured Indebtedness and Guarantees of Alamosa Delaware
     and the Restricted Subsidiaries (other than any Special Purpose Subsidiary)
     in an aggregate principal amount not exceeding $5,000,000 at any time
     outstanding;

          (vii) surety, performance and other similar bonds incurred by Alamosa
     Delaware or any Restricted Subsidiary (other than any Special Purpose
     Subsidiary) in the ordinary course of business not securing Indebtedness
     for borrowed money;

          (viii) Indebtedness of Alamosa Delaware or any Restricted Subsidiary
     (other than any Special Purpose Subsidiary) under interest rate protection
     agreements permitted by Section 6.07;

          (ix) Indebtedness of any Person that becomes a Restricted Subsidiary
     after the date hereof (and any extensions, renewals and replacements
     thereof that do not increase the outstanding principal amount thereof or
     result in an earlier maturity date or decreased weighted average life
     thereof); provided that (A) such Indebtedness exists at the time such
     Person becomes a Restricted Subsidiary and is not created in contemplation
     of or in connection with such Person becoming a Restricted Subsidiary, (B)
     such Restricted Subsidiary becomes a Subsidiary Loan Party and the
     Collateral and Guarantee Requirement is satisfied with respect to such
     Restricted Subsidiary and any Equity Interests or Indebtedness of such
     Restricted Subsidiary held by Alamosa Delaware, the Borrower or any
     Subsidiary Loan Party and (C) Alamosa Delaware is in compliance, on a pro
     forma basis after giving effect to the incurrence of such Indebtedness,
     with the Financial Covenants;

          (x) Guarantees by Alamosa Delaware in respect of customary
     indemnification and purchase price adjustment obligations of any Restricted
     Subsidiary incurred in connection with asset sales permitted by Section
     6.05;

          (xi) Indebtedness constituting obligations for repayments of customer
     deposits received in the ordinary course of business;

          (xii) (I) Capital Lease Obligations of Alamosa Delaware or any
     Restricted Subsidiary (other than any Special Purpose Subsidiary) in an
     aggregate amount outstanding not at any time in excess of $15,000,000 which
     are entered into in connection with outsourced service provider programs
     and which are attributable to lease obligations (including purchase
     obligations under leases) that do not represent revenue-sharing
     arrangements and are not calculated on the basis of revenues generated
     through use of the assets subject to such Capital Lease Obligations and
     (II) Capital Lease Obligations relating to outsourced service provider
     programs giving rise to Capital Lease Obligations referred to in clause (I)
     of this clause (xii) which are solely attributable to revenue-sharing
     arrangements and the payments in respect of which are calculated solely on
     the basis of revenues generated through the use of the assets subject to
     such Capital Lease Obligations;

          (xiii) Capital Lease Obligations arising from tower sale and leaseback
     transactions permitted by Section 6.06; and

          (xiv) Letter of credit facilities referred to in Section 6.02(a)(i).


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<PAGE>

          (b) Superholdings will not create, incur, assume or permit to exist
any Indebtedness except (i) Indebtedness created under the Loan Documents and
(ii) Guarantees of Indebtedness of any of its subsidiaries.

          (c) Superholdings will not permit APCS to create, incur, assume or
permit to exist any Indebtedness except Indebtedness created under the Loan
Documents.

          (d) Neither Superholdings, Alamosa Delaware nor the Borrower will, nor
will they permit APCS or any Restricted Subsidiary to, issue any preferred stock
or other preferred Equity Interests or to become liable in respect of any
obligation (contingent or otherwise) to purchase, redeem, retire, acquire or to
make any other payment in respect of any shares of Capital Stock of
Superholdings, APCS, Alamosa Delaware, the Borrower or any Restricted Subsidiary
or any option, warrant or other right to acquire shares of Capital Stock,
except, in the case of Superholdings, pursuant to a shareholders' rights plan on
customary terms and conditions.

          SECTION 6.02. Liens. (a) Alamosa Delaware will not, and will not
permit any Restricted Subsidiary to, create, incur, assume or permit to exist
any Lien on any property or asset now owned or hereafter acquired by it, or
assign or sell any income or revenues (including accounts receivable) or rights
in respect of any thereof, except:

          (i) Liens created under the Loan Documents and Liens on cash
     collateral securing letter of credit facilities approved by the
     Administrative Agent for letters of credit securing Obligations (but not
     other Indebtedness);

          (ii) Permitted Encumbrances;

          (iii) any Lien on any property or asset of Alamosa Delaware or any
     Restricted Subsidiary (other than any Special Purpose Subsidiary) existing
     on the date hereof and set forth in Schedule 6.02; provided that (i) such
     Lien shall not apply to any other property or asset of Alamosa Delaware or
     any Restricted Subsidiary and (ii) such Lien shall secure only those
     obligations which it secures on the date hereof and extensions, renewals
     and replacements thereof that do not increase the outstanding principal
     amount thereof;

          (iv) any Lien existing on any property or asset prior to the
     acquisition thereof by Alamosa Delaware or any Restricted Subsidiary or
     existing on any property or asset of any Person that becomes a Restricted
     Subsidiary after the date hereof prior to the time such Person becomes a
     Restricted Subsidiary; provided that (A) such Lien is not created in
     contemplation of or in connection with such acquisition or such Person
     becoming a Restricted Subsidiary, as the case may be, (B) such Lien shall
     not apply to any other property or assets of Alamosa Delaware or any
     Restricted Subsidiary and (C) such Lien shall secure only those obligations
     which it secures on the date of such acquisition or the date such Person
     becomes a Restricted Subsidiary, as the case may be and extensions,
     renewals and replacements thereof that do not increase the outstanding
     principal amount thereof;

          (v) Liens on fixed or capital assets acquired, constructed or improved
     by Alamosa Delaware or any Restricted Subsidiary, including pursuant to
     Capital Lease Obligations; provided that (A) such security interests secure
     Indebtedness permitted by clause (v), (xii) or (xiii) of Section 6.01(a),
     (B) such security interests and the Indebtedness secured thereby are
     incurred prior to or within 90 days after such acquisition or the
     completion of such construction or improvement, (C) the Indebtedness
     secured thereby does not exceed 100% of the cost of acquiring, constructing
     or improving such fixed or capital assets and (D) such security interests
     shall not apply to any other property or assets of Alamosa Delaware or any
     Restricted Subsidiary;


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<PAGE>

          (vi) Liens securing Indebtedness of any Restricted Subsidiary (other
     than any Special Purpose Subsidiary) to any Subsidiary Loan Party; and

          (vii) Liens attaching to the Capital Stock of Unrestricted
     Subsidiaries, other than Unrestricted Subsidiaries that are direct
     subsidiaries of Alamosa Delaware or any Restricted Subsidiary.

          (b) Superholdings will not, nor will it permit APCS to, create, incur,
assume or permit to exist any Lien on any property or asset now owned or
hereafter acquired by it, or assign or sell any income or revenues (including
accounts receivable) or rights in respect thereof, except Liens created under
the Pledge Agreement and Permitted Encumbrances.

          SECTION 6.03. Fundamental Changes. (a) Other than the Transactions,
neither Superholdings, Alamosa Delaware nor the Borrower will, nor will they
permit APCS or any Restricted Subsidiary to, merge into or consolidate with any
other Person, or permit any other Person to merge into or consolidate with it,
or liquidate or dissolve, except that, if at the time thereof and immediately
after giving effect thereto no Default shall have occurred and be continuing (i)
any Person (other than any Special Purpose Subsidiary) may merge into the
Borrower or Superholdings in a transaction in which the Borrower or
Superholdings, as the case may be, is the surviving corporation, (ii) any Person
may merge into any Restricted Subsidiary in a transaction in which the surviving
entity is a Restricted Subsidiary and (if any party to such merger is a
Subsidiary Loan Party) is a Subsidiary Loan Party and (iii) any Restricted
Subsidiary (other than the Borrower and any Special Purpose Subsidiary) may
liquidate or dissolve if the Borrower determines in good faith that such
liquidation or dissolution is in the best interests of the Borrower and is not
materially disadvantageous to the Lenders; provided that any such merger
involving a Person that is not a wholly owned Restricted Subsidiary immediately
prior to such merger shall not be permitted unless also permitted by Section
6.04; provided, further, that so long any Roberts Term Loans remain outstanding
Roberts will not, so long as any WOW Term Loans remain outstanding WOW will not,
and so long as any Southwest Term Loans remain outstanding none of the Southwest
Entities will, be permitted to merge into or consolidate with any other Person
(other than, in the case of Roberts, WOW or Southwest, any of its respective
subsidiaries that is not a Special Purpose Subsidiary), or permit any other
Person (other than, in the case of Roberts, WOW or Southwest, any of its
respective subsidiaries that (x) is a Restricted Subsidiary and (y) is not a
Special Purpose Subsidiary) to merge into or consolidate with it, or liquidate
or dissolve.

          (b) Alamosa Delaware will not (i) engage in any business or activity
other than the ownership of all the outstanding Capital Stock of the Borrower
and any Unrestricted Subsidiaries and activities incidental thereto or (ii) own
or acquire any assets (other than Capital Stock of its Subsidiaries, cash and
Permitted Investments) or incur liabilities (other than liabilities under the
Loan Documents, liabilities under the Alamosa Delaware Indentures, liabilities
imposed by law, including tax liabilities, and other liabilities incidental to
its existence and permitted business and activities).

          (c) Alamosa Delaware will not permit any of its Restricted
Subsidiaries to engage to any material extent in any business other than the
Wireless Telecommunications Business.


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<PAGE>


          (d) Superholdings will not permit APCS to engage in any business or
activity other than the ownership of all the outstanding shares of Capital Stock
of Alamosa Delaware and activities incidental thereto. Superholdings will not
permit APCS to own or acquire any assets (other than shares of Capital Stock of
Alamosa Delaware, cash and Permitted Investments) or incur liabilities (other
than liabilities under the Loan Documents, liabilities imposed by law, including
tax liabilities, and other liabilities incidental to its existence and permitted
business and activities).

          (e) Superholdings will not engage in any business or activity other
than the ownership of all the outstanding Capital Stock of its subsidiaries
(including acquired subsidiaries) and activities incidental thereto.
Superholdings will not own or acquire any assets (other than Capital Stock of
its subsidiaries, cash and Permitted Investments) or incur any liabilities
(other than liabilities under the Loan Documents, Guarantees permitted by
Section 6.01(b), liabilities imposed by law, including tax liabilities, and
other liabilities incidental to its existence and permitted business and
activities).

          SECTION 6.04. Investments, Loans, Advances, Guarantees and
Acquisitions. Alamosa Delaware will not, and will not permit any of its
Restricted Subsidiaries to, purchase, hold or acquire any Investment,
except:

          (a) the Merger Transactions;

          (b) Permitted Investments;

          (c) Investments existing on the date hereof and set forth on Schedule
     6.04;

          (d) Investments by Alamosa Delaware and its Restricted Subsidiaries
     (other than any Special Purpose Subsidiary) in Equity Interests in their
     respective Restricted Subsidiaries; provided that (i) any such Equity
     Interests held by a Loan Party shall be pledged pursuant to the Pledge
     Agreement (subject to the limitations applicable to common stock of a
     Foreign Subsidiary referred to in Section 5.12) and (ii) the aggregate
     amount of Investments of Loan Partes in Restricted Subsidiaries that are
     not Loan Parties (including all such Investments existing on the
     Restatement Effective Date and any such Investments under clause (e) or (f)
     below) at any time outstanding shall not exceed the lesser of (x)
     $10,000,000 and (y) $50,000,000 minus the amount of all other Permitted
     Equity Proceeds Uses at such time;

          (e) loans or advances made by Alamosa Delaware to any Restricted
     Subsidiary and made by any Restricted Subsidiary to Alamosa Delaware or any
     other Restricted Subsidiary; provided that (i) any such loans and advances
     made by Alamosa Delaware, the Borrower or any Subsidiary Loan Party, to the
     extent evidenced by a promissory note, shall be pledged pursuant to the
     Pledge Agreement and (ii) the amount of such loans and advances made by
     Loan Parties to Restricted Subsidiaries that are not Loan Parties shall be
     subject to the limitation set forth in clause (d) above;

          (f) Guarantees constituting Indebtedness permitted by Section 6.01;
     provided that the aggregate principal amount of Indebtedness of Restricted
     Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party
     shall be subject to the limitation set forth in clause (d) above;


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<PAGE>

          (g) Investments received in connection with the bankruptcy or
     reorganization of, or settlement of delinquent accounts and disputes with,
     customers and suppliers, in each case in the ordinary course of business;

          (h) promissory notes and other non-cash consideration received in
     connection with any asset sale to the extent permitted by Section 6.05;

          (i) loans, advances or extensions of credit to employees, officers and
     directors made in the ordinary course of business in an aggregate principal
     amount at any time outstanding not to exceed $1,000,000;

          (j) negotiable instruments held for collection and operating lease,
     utility and workers' compensation, performance and other similar deposits
     in the ordinary course of business;

          (k) Investments in Hedging Agreements permitted by Section 6.07; and

          (l) other Investments in any Person (including any Unrestricted
     Subsidiary) in an aggregate amount at any time outstanding not to exceed
     $50,000,000 minus the amount of all other Permitted Equity Proceeds Uses at
     such time.

          SECTION 6.05. Asset Sales. Alamosa Delaware will not, and will not
permit any of its Restricted Subsidiaries to, sell, transfer, lease or otherwise
dispose of any asset, including any Equity Interest owned by it, nor will
Alamosa Delaware permit any of its Restricted Subsidiaries to issue any
additional Equity Interest in such Restricted Subsidiary, except:

          (a) sales of inventory, used or surplus equipment (including, without
     limitation, dispositions of equipment being exchanged or replaced with
     comparable or better equipment) and Permitted Investments in the ordinary
     course of business;

          (b) sales, transfers and dispositions to the Borrower or a Restricted
     Subsidiary; provided that so long as any Roberts Term Loans remain
     outstanding Roberts shall not, so long as any WOW Term Loans remain
     outstanding WOW shall not, and so long as any Southwest Term Loans remain
     outstanding none of the Southwest Entities will, be permitted to sell,
     transfer or dispose of any asset, including any Equity Interest owned by
     it, pursuant to this clause (b), except (x) Roberts may sell, transfer or
     dispose of any asset, including any Equity Interest owned by it, to any of
     its subsidiaries that is a Restricted Subsidiary and any such Restricted
     Subsidiary may sell, transfer or dispose of any asset, including any Equity
     Interest owned by it, to Roberts or any other such Restricted Subsidiary,
     (y) WOW may sell, transfer or dispose of any asset, including any Equity
     Interest owned by it, to any of its subsidiaries that is a Restricted
     Subsidiary and any such Restricted Subsidiary may sell, transfer or dispose
     of any asset, including any Equity Interest owned by it, to WOW or any
     other such Restricted Subsidiary, and (z) Southwest may sell, transfer or
     dispose of any asset, including any Equity Interest owned by it, to any of
     its subsidiaries that is a Restricted Subsidiary and any such Restricted
     Subsidiary may sell, transfer or dispose of any asset, including any Equity
     Interest owned by it, to Southwest or any other such Restricted Subsidiary;
     provided, further that any such sales, transfers or dispositions involving
     a Restricted Subsidiary that is not a Loan Party shall be made in
     compliance with Section 6.09;

          (c) sales, transfers and other dispositions of any asset of, and any
     Equity Interest in, any Unrestricted Subsidiary; provided that any such
     sales, transfers or dispositions to Alamosa Delaware, the Borrower or any
     Subsidiary Loan Party shall be made in compliance with Section 6.09;


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<PAGE>


          (d) sales, transfers and other dispositions of assets (other than
     Equity Interests in a Restricted Subsidiary) that are not permitted by any
     other clause of this Section; provided that the aggregate fair market value
     of all assets sold, transferred or otherwise disposed of in reliance upon
     this clause (d) shall not exceed $5,000,000 during any fiscal year of
     Alamosa Delaware; and

          (e) sales of towers in sale and leaseback transactions permitted by
     Section 6.06;

provided that all sales, transfers, leases and other dispositions permitted
hereby (other than those permitted by clause (b) above or exchanges of
equipment) shall be made for fair value and at least 75% cash consideration or,
in the case of sales pursuant to clause (e) above, 100% cash consideration.

          SECTION 6.06. Sale and Leaseback Transactions. Alamosa Delaware will
not, and will not permit any of its Restricted Subsidiaries to, enter into any
arrangement, directly or indirectly, whereby it shall sell or transfer any
property, real or personal, used or useful in its business, whether now owned or
hereinafter acquired, and thereafter rent or lease such property or other
property that it intends to use for substantially the same purpose or purposes
as the property sold or transferred; provided, however, that Alamosa Delaware
and its Restricted Subsidiaries may sell tower properties acquired or
constructed by them for aggregate cumulative cash consideration not in excess of
$15,000,000 and enter into leases for such tower properties providing for
aggregate rental payments (in respect of all such leases) not in excess of
$2,000,000 in any fiscal year; provided further that such sales are made for
fair market value and solely for cash, such leases are entered into
substantially simultaneously with such sales and the Net Proceeds of such sales
shall be subject to the provisions of Section 2.10(c).

          SECTION 6.07. Hedging Agreements. Alamosa Delaware will not, and will
not permit any of its Restricted Subsidiaries to, enter into any Hedging
Agreement, other than (a) Hedging Agreements required by Section 5.14 and (b)
Hedging Agreements entered into in the ordinary course of business to hedge or
mitigate risks to which Alamosa Delaware or any Restricted Subsidiary is exposed
in the conduct of its business or the management of its liabilities.

          SECTION 6.08. Restricted Payments; Certain Payments of Indebtedness.
(a) Neither Alamosa Delaware nor the Borrower will, nor will they permit any
Restricted Subsidiary to, declare or make, or agree to pay or make, directly or
indirectly, any Restricted Payment, or incur any obligation (contingent or
otherwise) to do so, except (i) Alamosa Delaware may declare and pay dividends
with respect to its capital stock payable solely in additional shares of its
common stock, (ii) Restricted Subsidiaries (other than the Borrower) may declare
and pay dividends ratably with respect to their Capital Stock; provided, that no
distribution referred to in this clause (ii) shall be permitted to be made by
any Special Purpose Subsidiary unless such distribution is in cash or in shares
of its common Capital Stock pledged under the Pledge Agreement and no Default or
Event of Default shall have occurred and be continuing or would result
therefrom, (iii) Alamosa Delaware may make Restricted Payments, not exceeding
$1,000,000 during any fiscal year pursuant to and in accordance with stock
option plans or other benefit plans for directors, management or employees of
Alamosa Delaware and its Restricted Subsidiaries, (iv) at a time, in the case of
both (x) and (y) below, when there does not exist a Default (or such
distribution would not cause a Default), the Borrower may make distributions to
Alamosa Delaware for the sole purpose of, and in an amount sufficient to fund,
the payment of (x) principal at scheduled maturity and (y) interest when due as
scheduled, in each case in respect of the 12 7/8% Senior Discount Notes and the
12 1/2% Senior Notes; provided, in the case of both (x) and (y), that such
payment is due or to become due within 30 days from the date of such
distribution and the cash distributed is in fact utilized to meet such payment
obligation, (v) if no Default has occurred and is continuing, the Borrower may
pay dividends to Alamosa Delaware and Alamosa Delaware may pay dividends, in
each case at such times and in such amounts, not exceeding the lesser of (A)
$1,000,000 and (B) $50,000,000 minus the amount of all other Permitted Equity
Proceeds Uses at such time, during any fiscal year as shall be necessary to
permit each of Alamosa Delaware, APCS and Superholdings to discharge its
permitted liabilities, (vi) if no Default has occurred and is continuing,
Alamosa Delaware, the Borrower and the other Restricted Subsidiaries may make
Restricted Payments in an aggregate amount not to exceed $50,000,000 minus the
amount of all other Permitted Equity Proceeds Uses at such time and (vii)
Restricted Payments may be made on the Restatement Effective Date as necessary
to consummate the Southwest Transactions.


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<PAGE>

          (b) Neither Alamosa Delaware nor the Borrower will, nor will they
permit any Restricted Subsidiary to, make or agree to pay or make, directly or
indirectly, any payment or other distribution (whether in cash, securities or
other property) of or in respect of principal of or interest on any
Indebtedness, or any payment or other distribution (whether in cash, securities
or other property), including any sinking fund or similar deposit, on account of
the purchase, redemption, retirement, acquisition, cancelation or termination of
any Indebtedness, except:

          (i) payment of Indebtedness created under the Loan Documents;

          (ii) payment of regularly scheduled interest and principal payments
     not more than 30 days prior to the date on which such payments become due
     in respect of any Indebtedness;

          (iii) refinancings of Indebtedness to the extent permitted by Section
     6.01;

          (iv) payment of secured Indebtedness that becomes due as a result of
     the voluntary sale or transfer of the property or assets securing such
     Indebtedness;

          (v) the exchange, in a registered public offering, for the 12 1/2%
     Senior Notes of senior notes of Alamosa Delaware in an equivalent principal
     amount having the same terms and conditions as the 12 1/2% Senior Notes;

          (vi) payment of intercompany Indebtedness (A) among the Borrower and
     the Subsidiary Loan Parties, (B) by Alamosa Delaware to the Borrower or any
     Subsidiary Loan Party and (C) if no Default or Event of Default has
     occurred and is continuing, by the Borrower or any Subsidiary Loan Party to
     Alamosa Delaware; and

          (vii) payment of Indebtedness under any Hedging Agreements permitted
     under Section 6.07 in connection with the termination (including early
     termination) of such Hedging Agreements in the ordinary course of business.

          SECTION 6.09. Transactions with Affiliates. Neither Alamosa Delaware
nor the Borrower will, nor will they permit any Restricted Subsidiary to, sell,
lease or otherwise transfer any property or assets to, or purchase, lease or
otherwise acquire any property or assets from, or otherwise engage in any other
transactions with, any of its Affiliates, except (a) transactions in the
ordinary course of business that are at prices and on terms and conditions not
less favorable to Alamosa Delaware or such Restricted Subsidiary than could be
obtained on an arm's-length basis from unrelated third parties, (b) transactions
between or among the Borrower and the Subsidiary Loan Parties not involving any
other Affiliate, (c) transactions with Unrestricted Subsidiaries permitted by
Section 6.04 and (d) any Restricted Payment permitted by Section 6.08.


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<PAGE>

          SECTION 6.10. Restrictive Agreements. Neither Superholdings, Alamosa
Delaware nor the Borrower will, nor will they permit APCS or any Restricted
Subsidiary to, directly or indirectly, enter into, incur or permit to exist any
agreement or other arrangement that prohibits, restricts or imposes any
condition upon (a) the ability of Alamosa Delaware, the Borrower or any
Restricted Subsidiary to create, incur or permit to exist any Lien upon any of
its property or assets, or (b) the ability of any Restricted Subsidiary to pay
dividends or other distributions with respect to any shares of its capital stock
or to make or repay loans or advances to the Borrower or any other Restricted
Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted
Subsidiary; provided that (i) the foregoing shall not apply to restrictions and
conditions imposed by law or by any Loan Document, (ii) the foregoing shall not
apply to restrictions and conditions (A) existing on the date hereof identified
on Schedule 6.10 (but shall apply to any extension or renewal of, or any
amendment or modification expanding the scope of, any such restriction or
condition) or (B) under the 12 7/8% Senior Discount Notes Indenture or the
12 1/2% Senior Notes Indenture or any amendment, modification, refinancing or
replacement thereof, provided that any such amendment, modification, refinancing
or replacement shall not expand the scope of, or other amend or modify such
restriction or condition in any manner that is less favorable to the Lenders
than such restriction or condition as in effect on the date hereof, (iii) the
foregoing shall not apply to customary restrictions and conditions contained in
agreements relating to the sale of a Restricted Subsidiary pending such sale,
provided such restrictions and conditions apply only to the Restricted
Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause
(a) of the foregoing shall not apply to restrictions or conditions imposed by
any agreement relating to secured Indebtedness permitted by this Agreement if
such restrictions or conditions apply only to the property or assets securing
such Indebtedness and (v) clause (a) of the foregoing shall not apply to
customary provisions in leases and other contracts restricting the assignment
thereof.


          SECTION 6.11. Amendment of Material Documents. Neither Alamosa
Delaware nor the Borrower will, nor will they permit any Restricted Subsidiary
to, amend, modify or waive any of its rights under (a) any agreement relating to
Material Indebtedness, (b) its certificate of incorporation, by-laws or other
organizational documents or (c) the Sprint Agreements or the Consent and
Agreement, in each case in any manner that adversely affects the rights of the
Lenders hereunder or under the Security Documents.

          SECTION 6.12. Certain Financial Covenants. (a) Subscribers.
Alamosa Delaware will not permit the number of Subscribers on any date set
forth below to be less than the number of Subscribers set forth opposite
such date:

              Date                                  Minimum Subscribers
              ----                                   -------------------
         March 31, 2001                                    163,150
         June 30, 2001                                     261,700
         September 30, 2001                                318,400
         December 31, 2001                                 396,500
         March 31, 2002                                    435,200
         June 30, 2002                                     484,800

          (b) Covered Pops. Alamosa Delaware will not permit the number of
Covered Pops in the Service Regions on any date set forth below to be less than
the Covered Pops set forth opposite such date:

              Date                                   Minimum Covered Pops
              ----                                   --------------------
         March 31, 2001                                  6,800,000
         June 30, 2001                                   9,400,000
         September 30, 2001                              9,700,000
         December 31, 2001                               9,800,000
         March 31, 2002                                  9,900,000
         June 30, 2002                                   9,900,000

          (c) Aggregate Service Revenue. Alamosa Delaware will not permit
Aggregate Service Revenue for any fiscal quarter ending on any date set forth
below to be less than the Aggregate Service Revenue set forth opposite such
date:


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<PAGE>

                                                    Minimum Aggregate
             Date                                    Service Revenue
             ----                                   --------------------
         March 31, 2001                                $30,190,000
         June 30, 2001                                 $48,000,000
         September 30, 2001                            $57,000,000
         December 31, 2001                             $68,100,000
         March 31, 2002                                $83,400,000
         June 30, 2002                                 $90,700,000

          (d) Consolidated EBITDA. (i) Alamosa Delaware will not permit
Consolidated EBITDA losses for any fiscal quarter ending on or before December
31, 2001 to be greater than the number set forth opposite such quarter:

     Period                                         Maximum EBITDA Losses
     ------                                         ---------------------

January 1, 2001 through March 31, 2001                    $9,630,000

April 1, 2001 through June 30, 2001                      $14,895,000

July 1, 2001 through September 30, 2001                  $11,525,000

October 1, 2001 through December 31, 2001                $13,310,000

(ii) Alamosa Delaware will not permit Consolidated EBITDA for any fiscal quarter
ending on or after March 31, 2002 to be less than the number set forth opposite
such period:

     Period                                             Minimum EBITDA
     ------                                             --------------
January 1, 2002 through March 31, 2002                   $13,575,000

April 1, 2002 through June 30, 2002                      $16,110,000



          (e) Senior Borrower Debt to Total Borrower Capital. The Borrower will
not permit the ratio of Senior Borrower Debt to Total Borrower Capital as of the
last day of any fiscal quarter ending on or prior to June 30, 2002 to exceed
0.35 to 1.00.

          (f) Total Indebtedness to Total Capital. Alamosa Delaware will not
permit the ratio of Total Indebtedness to Total Capital as of the last day of
any fiscal quarter ending on or prior to June 30, 2002 to exceed 0.77 to 1.00.


                                      74
<PAGE>


          (g) Capital Expenditures. Alamosa Delaware will not permit the
aggregate cumulative amount of Capital Expenditures of Alamosa Delaware and its
Restricted Subsidiaries (excluding Capital Expenditures paid with Net Proceeds
in respect of Prepayment Events described in clause (a) or (b) of the definition
thereof) from January 1, 2001, through any date set forth below to exceed the
amount set forth opposite such date:

  Period                                                Amount
  ------                                                ------

March 31, 2001                                       $103,400,000
June 30, 2001                                        $141,200,000
September 30, 2001                                   $172,500,000
December 31, 2001                                    $192,800,000
March 31, 2002                                       $236,400,000
June 30, 2002                                        $262,700,000
September 30, 2002                                   $280,300,000
December 31, 2002                                    $298,000,000

          (h) Senior Leverage Ratio. Alamosa Delaware will not permit the Senior
Leverage Ratio as of any date during the period set forth below to exceed the
ratio set forth opposite such period:

  Period                                                Ratio
  ------                                                ------

July 1, 2002 through
  September 30, 2002                                  4.50 to 1.00
October 1, 2002 through
  December 31, 2002                                   4.00 to 1.00
January 1, 2003 through
  March 31, 2003                                      3.00 to 1.00
April 1, 2003 through
  December 31, 2003                                   2.50 to 1.00
January 1, 2004 and
  thereafter                                          2.00 to 1.00

          (i) Leverage Ratio. Alamosa Delaware will not permit the Leverage
Ratio as of any date during any period set forth below to exceed the ratio set
forth opposite such period:

  Period                                                Ratio
  ------                                                ------

July 1, 2002 through September 30, 2002             11.25 to 1.00
October 1, 2002 through December 31, 2002           10.25 to 1.00
January 1, 2003 through March 31, 2003               7.50 to 1.00
April 1, 2003 through June 30, 2003                  5.75 to 1.00
July 1, 2003 through December 31, 2003               5.50 to 1.00
January 1, 2004 through December 31, 2004            5.00 to 1.00
January 1, 2005 and thereafter                       4.00 to 1.00

          (j) Fixed Charges Ratio. Alamosa Delaware will not permit the ratio of
(i) Annualized EBITDA to (ii) Consolidated Fixed Charges for any period of four
consecutive fiscal quarters ending on or after March 31, 2003 to be less than
1.10 to 1.00.


                                      75
<PAGE>

          (k) Interest Expense Coverage Ratio. Alamosa Delaware will not permit
the ratio of (a) Annualized EBITDA to (b) Consolidated Cash Interest Expense for
any period of four consecutive fiscal quarters ending on any date during any
period set forth below, to be less than the ratio set forth below opposite such
period:

  Period                                               Ratio
  ------                                               ------

July 1, 2002 through December 31, 2003                  2.50 to 1.00
January 1, 2004 through March 31, 2004                  2.75 to 1.00
April 1, 2004 and thereafter                            3.00 to 1.00


          (l) Pro Forma Debt Service. Alamosa Delaware will not permit the ratio
of (i) Annualized EBITDA for any fiscal quarter ending on any date during any
period set forth below to (ii) Pro Forma Debt Service as of the last day of such
fiscal quarter to be less than ratio set forth below opposite such period:

  Period                                               Ratio
  ------                                               ------

July 1, 2002 through December 31, 2002             1.25 to 1.00
January 1, 2003 through March 31, 2005             1.30 to 1.00
April 1, 2005 and thereafter                       1.50 to 1.00

          SECTION 6.13. Liabilities of Special Purpose Subsidiaries.
Alamosa Delaware will not:

          (a) permit any License Subsidiary to incur, assume or permit to exist
     any liabilities (other than under the Guarantee Agreement and the Security
     Agreement, its Guarantees under the Alamosa Delaware Indentures, the
     Communications Act and taxes and other liabilities incurred in the ordinary
     course in order to maintain its existence and preserve the Licenses) or to
     engage in any business or activities other than the holding of Licenses; or

          (b) permit any Real Property Subsidiary to incur, assume or permit to
     exist any liabilities (other than (i) under the Guarantee Agreement and the
     Security Agreement, (ii) its subordinated Guarantees under the Alamosa
     Delaware Indentures, (iii) other liabilities incurred in the ordinary
     course of business which are incident to being the lessee of real property
     or the purchaser, owner or lessee of equipment and (iv) taxes and other
     liabilities in the ordinary course in order to maintain its existence) or
     to engage in any business or activities other than the owning or leasing,
     as lessee, of Real Property Assets and the leasing, as lessor, or, as the
     case may be, subleasing, as sublessor, thereof to the Borrower, and the
     owning of Real Property-Related Equipment constituting fixtures thereto and
     the leasing thereof to the Borrower.

          SECTION 6.14. Designation of Unrestricted Subsidiaries. (a)
Alamosa Delaware may not designate any Restricted Subsidiary as an
Unrestricted Subsidiary and may hereafter designate any other Subsidiary as
an Unrestricted Subsidiary under this Agreement (a "Designation") only if:


                                      76
<PAGE>

          (i) such Subsidiary does not own any Capital Stock of any
     Restricted Subsidiary;

          (ii) no Event of Default shall have occurred and be continuing at the
     time of or after giving effect to such Designation;

          (iii) after giving effect to such Designation and any related
     Investment to be made in such designated Subsidiary by Alamosa Delaware or
     any Restricted Subsidiary (which shall in any event include the existing
     Investment in such Subsidiary at the time it is designated as an
     Unrestricted Subsidiary), (A) any such existing Investment and related
     Investment would comply with Section 6.04 and (B) Alamosa Delaware and the
     Restricted Subsidiaries would be in compliance with each of the Financial
     Covenants, calculated on a pro forma basis as if such Designation and
     Investment had occurred immediately prior to the first day of the period of
     four consecutive fiscal quarters most recently ended in respect of which
     financial statements have been delivered by Alamosa Delaware pursuant to
     Section 5.01(a) or (b);

          (iv) such designated Subsidiary is an unrestricted subsidiary under
     each of the Alamosa Delaware Indentures; and

          (v) Alamosa Delaware has delivered to the Administrative Agent (x)
     written notice of such Designation and (y) a certificate, dated the
     effective date of such Designation, of a Financial Officer of Alamosa
     Delaware stating that no Event of Default has occurred and is continuing
     and setting forth reasonably detailed calculations demonstrating pro forma
     compliance with the Financial Covenants in accordance with paragraph (iii)
     above.

          (b) Neither Superholdings, APCS, Alamosa Delaware nor any Restricted
Subsidiary shall at any time (x) provide a Guarantee of any Indebtedness of any
Unrestricted Subsidiary, (y) be directly or indirectly liable for any
Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly
liable for any other Indebtedness which provides that the holder thereof may
(upon notice, lapse of time or both) declare a default thereon (or cause such
Indebtedness or the payment thereof to be accelerated, payable or subject to
repurchase prior to its final scheduled maturity) upon the occurrence of a
default with respect to any other Indebtedness that is Indebtedness of an
Unrestricted Subsidiary, except in the case of clause (x) or (y) to the extent
permitted under Section 6.01 and 6.04 hereof. Each Designation shall be
irrevocable, and no Unrestricted Subsidiary may become a Restricted Subsidiary,
be merged with or into Alamosa Delaware or any Restricted Subsidiary or
liquidate into or transfer substantially all its assets to Alamosa Delaware or
any Restricted Subsidiary.


                                      77
<PAGE>

                                   ARTICLE VII

                                Events of Default


          If any of the following events ("Events of Default") shall occur:

          (a) the Borrower shall fail to pay any principal of any Loan or any
     reimbursement obligation in respect of any LC Disbursement when and as the
     same shall become due and payable, whether at the due date thereof or at a
     date fixed for prepayment thereof or otherwise;

          (b) the Borrower shall fail to pay any interest on any Loan or any fee
     or any other amount (other than an amount referred to in clause (a) of this
     Article) payable under this Agreement or any other Loan Document, when and
     as the same shall become due and payable, and such failure shall continue
     unremedied for a period of three Business Days;

          (c) any representation or warranty made or deemed made by or on behalf
     of Superholdings, APCS, Alamosa Delaware, the Borrower or any Restricted
     Subsidiary in or in connection with any Loan Document or any amendment or
     modification thereof or waiver thereunder, or in any report, certificate,
     financial statement or other document furnished pursuant to or in
     connection with any Loan Document or any amendment or modification thereof
     or waiver thereunder, shall prove to have been incorrect in any material
     respect when made or deemed made;

          (d) Superholdings, Alamosa Delaware or the Borrower shall fail to
     observe or perform any covenant, condition or agreement contained in
     Section 5.02, 5.04 (with respect to the existence of Superholdings, APCS,
     Alamosa Delaware or the Borrower), 5.11 or 5.15 or in Article VI;

          (e) any Loan Party shall fail to observe or perform any covenant,
     condition or agreement contained in any Loan Document (other than those
     specified in clause (a), (b) or (d) of this Article and other than with
     respect to Section 5.10 as it applies to the Sprint Agreements, which are
     covered by clause (o) of this Article), and such failure shall continue
     unremedied for a period of 30 days after notice thereof from the
     Administrative Agent to the Borrower (which notice will be given at the
     request of any Lender);


                                      78
<PAGE>

          (f) Superholdings, APCS, Alamosa Delaware, the Borrower or any
     Restricted Subsidiary shall fail to make any payment (whether of principal
     or interest and regardless of amount) in respect of any Material
     Indebtedness, when and as the same shall become due and payable (after
     giving effect to any applicable grace periods provided for in the
     instrument governing such Indebtedness);

          (g) any event or condition occurs that results in any Material
     Indebtedness becoming due prior to its scheduled maturity or that enables
     or permits (with or without the giving of notice, the lapse of time or
     both) the holder or holders of any Material Indebtedness or any trustee or
     agent on its or their behalf to cause any Material Indebtedness to become
     due, or to require the prepayment, repurchase, redemption or defeasance
     thereof, prior to its scheduled maturity; provided that this clause (g)
     shall not apply to secured Indebtedness that becomes due as a result of the
     voluntary sale or transfer of the property or assets securing such
     Indebtedness;

          (h) an involuntary proceeding shall be commenced or an involuntary
     petition shall be filed seeking (i) liquidation, reorganization or other
     relief in respect of Superholdings, APCS, Alamosa Delaware, the Borrower or
     any Restricted Subsidiary or its debts, or of a substantial part of its
     assets, under any Federal, state or foreign bankruptcy, insolvency,
     receivership or similar law now or hereafter in effect or (ii) the
     appointment of a receiver, trustee, custodian, sequestrator, conservator or
     similar official for Superholdings, APCS, Alamosa Delaware, the Borrower or
     any Restricted Subsidiary or for a substantial part of its assets, and, in
     any such case, such proceeding or petition shall continue undismissed for
     60 days or an order or decree approving or ordering any of the foregoing
     shall be entered;

          (i) Superholdings, APCS, Alamosa Delaware, the Borrower or any
     Restricted Subsidiary shall (i) voluntarily commence any proceeding or file
     any petition seeking liquidation, reorganization or other relief under any
     Federal, state or foreign bankruptcy, insolvency, receivership or similar
     law now or hereafter in effect, (ii) consent to the institution of, or fail
     to contest in a timely and appropriate manner, any proceeding or petition
     described in clause (h) of this Article, (iii) apply for or consent to the
     appointment of a receiver, trustee, custodian, sequestrator, conservator or
     similar official for Superholdings, APCS, Alamosa Delaware, the Borrower or
     any Restricted Subsidiary or for a substantial part of its assets, (iv)
     file an answer admitting the material allegations of a petition filed
     against it in any such proceeding, (v) make a general assignment for the
     benefit of creditors or (vi) take any action for the purpose of effecting
     any of the foregoing;

          (j) Superholdings, APCS, Alamosa Delaware, the Borrower or any
     Restricted Subsidiary shall become unable, admit in writing its inability
     or fail generally to pay its debts as they become due;


                                      79
<PAGE>

          (k) one or more judgments for the payment of money in an aggregate
     amount in excess of $5,000,000 (to the extent not covered by insurance)
     shall be rendered against Superholdings, APCS, Alamosa Delaware, the
     Borrower, any Restricted Subsidiary or any combination thereof and the same
     shall remain undischarged for a period of 60 consecutive days during which
     execution shall not be effectively stayed, or any action shall be legally
     taken by a judgment creditor to attach or levy upon any assets of
     Superholdings, APCS, Alamosa Delaware, the Borrower or any Restricted
     Subsidiary to enforce any such judgment;

          (l) an ERISA Event shall have occurred that, in the opinion of the
     Required Lenders, when taken together with all other ERISA Events that have
     occurred, could reasonably be expected to result in a Material Adverse
     Effect;

          (m) any Lien purported to be created under any Security Document shall
     cease to be, or shall be asserted by any Loan Party not to be, a valid and
     perfected Lien on any Collateral, with the priority required by the
     applicable Security Document, except (i) as a result of the sale or other
     disposition of the applicable Collateral in a transaction permitted under
     the Loan Documents or (ii) as a result of the Administrative Agent's
     failure to maintain possession of any stock certificates, promissory notes
     or other instruments delivered to it under the Pledge Agreement; or the
     Guarantee Agreement shall cease to be, or shall be asserted by any Loan
     Party not to be, valid and enforceable;

          (n) a Change in Control shall occur;

          (o) the termination of any Sprint Agreement, or the occurrence and
     continuation of (i) any "Event of Termination" as defined in any Sprint
     Agreement or (ii) any breach or default under the Consent and Agreement
     (other than a breach or default by the Administrative Agent) which breach
     or default entitles the Administrative Agent to exercise a right or remedy
     under or in connection with the Consent and Agreement;

          (p) the loss by any Loan Party of any rights to the benefit of, or the
     occurrence of any default or the termination of any rights under, in each
     case after giving effect to any grace or cure period with respect thereto,
     any application, marketing or other material agreements (other than the
     Sprint Agreements and the Consent and Agreement), which loss, occurrence or
     termination could reasonably be expected to result in a Material Adverse
     Effect;


                                      80
<PAGE>

          (q) the failure by Alamosa Delaware to make any payments required to
     be made with the FCC or any other Governmental Authority with respect to
     any License held by Alamosa Delaware or any Restricted Subsidiary or any
     Indebtedness or other payment obligations relating thereto as when due
     which failure could reasonably be expected to lead to the loss,
     termination, revocation, non-renewal or material impairment of any License
     (other than any immaterial Licenses) or otherwise result in a Material
     Adverse Effect; or

          (r) any termination (prior to the expiration of its term), revocation
     or non-renewal by the FCC of one or more Licenses (other than any
     immaterial Licenses) of Alamosa Delaware or its Restricted Subsidiaries,

then, and in every such event (other than an event with respect to the Borrower
described in clause (h) or (i) of this Article), and at any time thereafter
during the continuance of such event, the Administrative Agent may, and at the
request of the Required Lenders shall, by notice to the Borrower, take either or
both of the following actions, at the same or different times: (i) terminate the
Commitments, and thereupon the Commitments shall terminate immediately, and (ii)
declare the Loans then outstanding to be due and payable in whole (or in part,
in which case any principal not so declared to be due and payable may thereafter
be declared to be due and payable), and thereupon the principal of the Loans so
declared to be due and payable, together with accrued interest thereon and all
fees and other obligations of the Borrower accrued hereunder, shall become due
and payable immediately, without presentment, demand, protest or other notice of
any kind, all of which are hereby waived by the Borrower; and in case of any
event with respect to the Borrower described in clause (h) or (i) of this
Article, the Commitments shall automatically terminate and the principal of the
Loans then outstanding, together with accrued interest thereon and all fees and
other obligations of the Borrower accrued hereunder, shall automatically become
due and payable, without presentment, demand, protest or other notice of any
kind, all of which are hereby waived by the Borrower.


                                      81
<PAGE>

                                  ARTICLE VIII

                            The Administrative Agent
                            ------------------------

          Each of the Lenders and the Issuing Bank hereby irrevocably appoints
the Administrative Agent as its agent and authorizes the Administrative Agent to
take such actions on its behalf and to exercise such powers as are delegated to
the Administrative Agent by the terms of the Loan Documents, together with such
actions and powers as are reasonably incidental thereto.

          The bank serving as the Administrative Agent hereunder shall have the
same rights and powers in its capacity as a Lender as any other Lender and may
exercise the same as though it were not the Administrative Agent, and such bank
and its Affiliates may accept deposits from, lend money to and generally engage
in any kind of business with Superholdings, APCS, Alamosa Delaware, the Borrower
or any Subsidiary or other Affiliate thereof as if it were not the
Administrative Agent hereunder.

          The Administrative Agent shall not have any duties or obligations
except those expressly set forth in the Loan Documents. Without limiting the
generality of the foregoing, (a) the Administrative Agent shall not be subject
to any fiduciary or other implied duties, regardless of whether a Default has
occurred and is continuing, (b) the Administrative Agent shall not have any duty
to take any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated by the Loan Documents
that the Administrative Agent is required to exercise in writing by the Required
Lenders (or such other number or percentage of the Lenders as shall be necessary
under the circumstances as provided in Section 9.02), and (c) except as
expressly set forth in the Loan Documents, the Administrative Agent shall not
have any duty to disclose, and shall not be liable for the failure to disclose,
any information relating to Superholdings, APCS, Alamosa Delaware, the Borrower
or any of the Restricted Subsidiaries that is communicated to or obtained by the
bank serving as Administrative Agent or any of its Affiliates in any capacity.
The Administrative Agent shall not be liable for any action taken or not taken
by it with the consent or at the request of the Required Lenders (or such other
number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 9.02) or in the absence of its own gross
negligence or wilful misconduct. The Administrative Agent shall be deemed not to
have knowledge of any Default unless and until written notice thereof is given
to the Administrative Agent by Superholdings, Alamosa Delaware, the Borrower or
a Lender, and the Administrative Agent shall not be responsible for or have any
duty to ascertain or inquire into (i) any statement, warranty or representation
made in or in connection with any Loan Document, (ii) the contents of any
certificate, report or other document delivered thereunder or in connection
therewith, (iii) the performance or observance of any of the covenants,
agreements or other terms or conditions set forth in any Loan Document, (iv) the
validity, enforceability, effectiveness or genuineness of any Loan Document or
any other agreement, instrument or document, or (v) the satisfaction of any
condition set forth in Article IV or elsewhere in any Loan Document, other than
to confirm receipt of items expressly required to be delivered to the
Administrative Agent.


                                      82
<PAGE>

          The Administrative Agent shall be entitled to rely upon, and shall not
incur any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine
and to have been signed or sent by the proper Person. The Administrative Agent
also may rely upon any statement made to it orally or by telephone and believed
by it to be made by the proper Person, and shall not incur any liability for
relying thereon. The Administrative Agent may consult with legal counsel (who
may be counsel for the Borrower), independent accountants and other experts
selected by it, and shall not be liable for any action taken or not taken by it
in accordance with the advice of any such counsel, accountants or experts.

          The Administrative Agent may perform any and all its duties and
exercise its rights and powers by or through any one or more sub-agents
appointed by the Administrative Agent. The Administrative Agent and any such
sub-agent may perform any and all its duties and exercise its rights and powers
through their respective Related Parties. The exculpatory provisions of the
preceding paragraphs shall apply to any such sub-agent and to the Related
Parties of each Administrative Agent and any such sub-agent, and shall apply to
their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative Agent.

          Subject to the appointment and acceptance of a successor the
Administrative Agent as provided in this paragraph, the Administrative Agent may
resign at any time by notifying the Lenders, the Issuing Bank and the Borrower.
Upon any such resignation, the Required Lenders shall have the right, in
consultation with the Borrower, to appoint a successor. If no successor shall
have been so appointed by the Required Lenders and shall have accepted such
appointment within 30 days after the retiring Administrative Agent gives notice
of its resignation, then the retiring Administrative Agent may, on behalf of the
Lenders and the Issuing Bank, appoint a successor Administrative Agent which
shall be a bank with an office in New York, New York, or an Affiliate of any
such bank. Upon the acceptance of its appointment as Administrative Agent
hereunder by a successor, such successor shall succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Administrative
Agent, and the retiring Administrative Agent shall be discharged from its duties
and obligations hereunder. The fees payable by the Borrower to a successor
Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between the Borrower and such successor. After the
Administrative Agent's resignation hereunder, the provisions of this Article and
Section 9.03 shall continue in effect for the benefit of such retiring
Administrative Agent, its sub- agents and their respective Related Parties in
respect of any actions taken or omitted to be taken by any of them while it was
acting as Administrative Agent.

          Each Lender acknowledges that it has, independently and without
reliance upon the Administrative Agent or any other Lender and based on such
documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement,
any other Loan Document or related agreement or any document furnished hereunder
or thereunder.


                                      83
<PAGE>

                                   ARTICLE IX

                                  Miscellaneous
                                  -------------

          SECTION 9.01. Notices. Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

          (a) if to Superholdings, Alamosa Delaware or the Borrower, to it at
     Alamosa Holdings, Inc., 5225 South Loop 289, Suite 120, Lubbock, Texas
     79424, Attention of Chief Financial Officer (Telecopy No. (806) 722-1423);
     and

          (b) if to the Administrative Agent, to Citicorp USA, Inc., Two
     Penns Way, Suite 200, New Castle, Delaware 19720, Attention of Bilal

     Aman (Telecopy No. (302) 894-6120);

          (c) if to the Issuing Bank, to it at Citicorp USA, Inc., Two
     Penns Way, Suite 200, New Castle, Delaware 19720, Attention of Bilal

     Aman (Telecopy No. (302) 894- 6120);

          (d) if to any other Lender, to it at its address (or telecopy number)
     set forth in its Administrative Questionnaire. Any party hereto may change
     its address or telecopy number for notices and other communications
     hereunder by notice to the other parties hereto. All notices and other
     communications given to any party hereto in accordance with the provisions
     of this Agreement shall be deemed to have been given on the date of
     receipt.

          SECTION 9.02. Waivers; Amendments. (a) No failure or delay by the
Administrative Agent, the Issuing Bank or any Lender in exercising any right or
power hereunder or under any other Loan Document shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power, or
any abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the Administrative Agent, the Issuing
Bank and the Lenders hereunder and under the other Loan Documents are cumulative
and are not exclusive of any rights or remedies that they would otherwise have.
No waiver of any provision of any Loan Document or consent to any departure by
any Loan Party therefrom shall in any event be effective unless the same shall
be permitted by paragraph (b) of this Section, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which
given. Without limiting the generality of the foregoing, the making of a Loan or
issuance of a Letter of Credit shall not be construed as a waiver of any
Default, regardless of whether the Administrative Agent, any Lender or the
Issuing Bank may have had notice or knowledge of such Default at the time.


                                      84
<PAGE>

          (b) Neither this Agreement nor any other Loan Document nor any
provision hereof or thereof may be waived, amended or modified except, in the
case of this Agreement, pursuant to an agreement or agreements in writing
entered into by Superholdings, Alamosa Delaware, the Borrower and the Required
Lenders or, in the case of any other Loan Document, pursuant to an agreement or
agreements in writing entered into by the Administrative Agent and the Loan
Party or Loan Parties that are parties thereto, in each case with the consent of
the Required Lenders; provided that no such agreement shall (i) increase the
Commitment of any Lender without the written consent of such Lender, (ii) reduce
the principal amount of any Loan or LC Disbursement or reduce the rate of
interest thereon, or reduce any fees payable hereunder, without the written
consent of each Lender affected thereby, (iii) postpone the maturity of any
Loan, or any scheduled date of payment of the principal amount of any Term Loan
under Section 2.09, or the required date of reimbursement of any LC
Disbursement, or any date for the payment of any interest or fees payable
hereunder, or reduce the amount of, waive or excuse any such payment, or
postpone the scheduled date of expiration of any Commitment or the scheduled
date of any reduction of any Commitment, without the written consent of each
Lender affected thereby, (iv) change Section 2.17(b) or (c) in a manner that
would alter the pro rata sharing of payments required thereby, without the
written consent of each Lender, (v) change any of the provisions of this Section
or the percentage set forth in the definition of "Required Lenders" or any other
provision of any Loan Document specifying the number or percentage of Lenders
(or Lenders of any Class) required to waive, amend or modify any rights
thereunder or make any determination or grant any consent thereunder, without
the written consent of each Lender (or each Lender of such Class, as the case
may be), (vi) release Superholdings, APCS, Alamosa Delaware or any Subsidiary
Loan Party from its Guarantee under the Guarantee Agreement (except as expressly
provided in the Guarantee Agreement), or limit its liability in respect of such
Guarantee, without the written consent of each Lender, (vii) release all or any
material portion of the Collateral from the Liens of the Security Documents
(except as expressly provided in the Security Documents), without the written
consent of each Lender, (viii) change the permitted uses of proceeds set forth
in Section 5.11 or (ix) change any provisions of any Loan Document in a manner
that by its terms adversely affects the rights in respect of payments due to
Lenders holding Loans of any Class differently than those holding Loans of any
other Class, without the written consent of Lenders holding a majority in
interest of the outstanding Loans and unused Commitments of each affected Class;
provided further that (A) no such agreement shall amend, modify or otherwise
affect the rights or duties of the Administrative Agent or the Issuing Bank
without the prior written consent of the Administrative Agent or the Issuing
Bank, as the case may be, and (B) any waiver, amendment or modification of this
Agreement that by its terms affects the rights or duties under this Agreement of
the Revolving Lenders (but not the Term Lenders) or the Term Lenders (but not
the Revolving Lenders) may be effected by an agreement or agreements in writing
entered into by Superholdings, Alamosa Delaware, the Borrower and requisite
percentage in interest of the affected Class of Lenders that would be required
to consent thereto under this Section if such Class of Lenders were the only
Class of Lenders hereunder at the time. Notwithstanding the foregoing, any
provision of this Agreement may be amended by an agreement in writing entered
into by Superholdings, Alamosa Delaware, the Borrower, the Required Lenders and
the Administrative Agent (and, if its rights or obligations are affected
thereby, the Issuing Bank) if (i) by the terms of such agreement the Commitment
of each Lender not consenting to the amendment provided for therein shall
terminate upon the effectiveness of such amendment and (ii) at the time such
amendment becomes effective, each Lender not consenting thereto receives payment
in full of the principal of and interest accrued on each Loan made by it and all
other amounts owing to it or accrued for its account under this Agreement.


                                      85
<PAGE>

          SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The Borrower
shall pay (i) all reasonable out-of-pocket expenses incurred by the
Administrative Agent, the Syndication Agent, the Documentation Agent, the Co-
Documentation Agent and their respective Affiliates, including the reasonable
fees, charges and disbursements of counsel for the Administrative Agent, the
Syndication Agent, the Documentation Agent and the Co-Documentation Agent, in
connection with the syndication of the credit facilities provided for herein,
the preparation and administration of the Loan Documents or any amendments,
modifications or waivers of the provisions thereof (whether or not the
transactions contemplated hereby or thereby shall be consummated), (ii) all
reasonable out-of-pocket expenses incurred by the Issuing Bank in connection
with the issuance, amendment, renewal or extension of any Letter of Credit or
any demand for payment thereunder and (iii) all reasonable out-of-pocket
expenses incurred by the Administrative Agent, the Syndication Agent, the
Documentation Agent, the Co-Documentation Agent, the Issuing Bank or any Lender,
including the fees, charges and disbursements of any counsel for the
Administrative Agent, the Syndication Agent, the Documentation Agent, the Co-
Documentation Agent, the Issuing Bank or any Lender, in connection with the
enforcement or protection of its rights in connection with the Loan Documents,
including its rights under this Section, or in connection with the Loans made or
Letters of Credit issued hereunder, including all such out- of-pocket expenses
incurred during any workout, restructuring or negotiations in respect of such
Loans or Letters of Credit.

          (b) The Borrower shall indemnify the Administrative Agent, the
Syndication Agent, the Documentation Agent, the Co-Documentation Agent, the
Issuing Bank and each Lender, and each Related Party of any of the foregoing
Persons (each such Person being called an "Indemnitee") against, and hold each
Indemnitee harmless from, any and all losses, claims, damages, liabilities and
related expenses, including the fees, charges and disbursements of any counsel
for any Indemnitee, incurred by or asserted against any Indemnitee arising out
of, in connection with, or as a result of (i) the execution or delivery of any
Loan Document or any other agreement or instrument contemplated hereby, the
performance by the parties to the Loan Documents of their respective obligations
thereunder or the consummation of the Transactions or any other transactions
contemplated hereby, (ii) any Loan or Letter of Credit or the use of the
proceeds therefrom (including any refusal by the Issuing Bank to honor a demand
for payment under a Letter of Credit if the documents presented in connection
with such demand do not strictly comply with the terms of such Letter of
Credit), (iii) any actual or alleged presence or release of Hazardous Materials
on or from any Mortgaged Property or any other property currently or formerly
owned or operated by the Borrower or any of its Subsidiaries, or any
Environmental Liability related in any way to the Borrower or any of its
Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation
or proceeding relating to any of the foregoing, whether based on contract, tort
or any other theory and regardless of whether any Indemnitee is a party thereto;
provided that such indemnity shall not, as to any Indemnitee, be available to
the extent that such losses, claims, damages, liabilities or related expenses
are determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or wilful misconduct of such
Indemnitee.

          (c) To the extent that the Borrower fails to pay any amount required
to be paid by it to the Administrative Agent, the Syndication Agent, the
Documentation Agent, the Co-Documentation Agent or the Issuing Bank under
paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the
Administrative Agent, the Syndication Agent, the Documentation Agent, the
Co-Documentation Agent or the Issuing Bank as the case may be, such Lender's pro
rata share (determined as of the time that the applicable unreimbursed expense
or indemnity payment is sought) of such unpaid amount; provided that the
unreimbursed expense or indemnified loss, claim, damage, liability or related
expense, as the case may be, was incurred by or asserted against the
Administrative Agent, the Syndication Agent, the Documentation Agent, the
Co-Documentation Agent or the Issuing Bank in its capacity as such. For purposes
hereof, a Lender's "pro rata share" shall be determined based upon its share of
the sum of the total Revolving Exposures, outstanding Term Loans and unused
Commitments at the time.


                                      86
<PAGE>

          (d) To the extent permitted by applicable law, neither Superholdings,
Alamosa Delaware nor the Borrower shall assert, and each hereby waives, any
claim against any Indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages)
arising out of, in connection with, or as a result of, this Agreement or any
agreement or instrument contemplated hereby, the Transactions, any Loan or
Letter of Credit or the use of the proceeds thereof.

          (e) All amounts due under this Section shall be payable promptly after
written demand therefor.

          SECTION 9.04. Successors and Assigns. (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby (including any
Affiliate of the Issuing Bank that issues any Letter of Credit), except that the
Borrower may not assign or otherwise transfer any of its rights or obligations
hereunder without the prior written consent of each Lender (and any attempted
assignment or transfer by the Borrower without such consent shall be null and
void). Nothing in this Agreement, expressed or implied, shall be construed to
confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby (including any Affiliate of the Issuing
Bank that issues any Letter of Credit) and, to the extent expressly contemplated
hereby, the Related Parties of each of the Administrative Agent, the Syndication
Agent, the Documentation Agent, the Co-Documentation Agent, the Issuing Bank and
the Lenders) any legal or equitable right, remedy or claim under or by reason of
this Agreement.

          (b) Any Lender may assign to one or more assignees all or a portion of
its rights and obligations under this Agreement (including all or a portion of
its Commitment and the Loans at the time owing to it); provided that (i) except
in the case of an assignment to a Lender or an Affiliate of a Lender, each of
the Borrower and the Administrative Agent (and, in the case of an assignment of
all or a portion of a Revolving Commitment or any Lender's obligations in
respect of its LC Exposure and the Issuing Bank) must give their prior written
consent to such assignment (which consent shall not be unreasonably withheld),
(ii) except in the case of an assignment to a Lender or an Affiliate of a
Lender, the amount of the Commitment or Loans of the assigning Lender subject to
each such assignment (determined as of the date the Assignment and Acceptance
with respect to such assignment is delivered to the Administrative Agent) shall
not be less than $1,000,000 unless each of the Borrower and the Administrative
Agent otherwise consent, (iii) each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender's rights and
obligations under this Agreement, except that this clause (iii) shall not be
construed to prohibit the assignment of a proportionate part of all the
assigning Lender's rights and obligations in respect of one Class of Commitments
or Loans, or the assignment of outstanding Term Loans of a Lender without the
proportionate assignment of then-existing undrawn Term Commitments of such
Lender, provided that the aggregate amount of such assignments of outstanding
Term Loans prior to the termination of the Term Commitments shall not exceed
$125,000,000, (iv) any assignment of Term Loans hereunder shall include a pro
rata assignment of Roberts Term Loans, WOW Terms Loans and Southwest Term Loans,
(v) the parties to each assignment shall execute and deliver to the
Administrative Agent an Assignment and Acceptance, together with a processing
and recordation fee of $3,500, and (vi) the assignee, if it shall not be a
Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire; and provided further that any consent of the Borrower otherwise
required under this paragraph shall not be required if an Event of Default has
occurred and is continuing. Subject to acceptance and recording thereof pursuant
to paragraph (d) of this Section, from and after the effective date specified in
each Assignment and Acceptance the assignee thereunder shall be a party hereto
and, to the extent of the interest assigned by such Assignment and Acceptance,
have the rights and obligations of a Lender under this Agreement, and the
assigning Lender thereunder shall, to the extent of the interest assigned by
such Assignment and Acceptance, be released from its obligations under this
Agreement (and, in the case of an Assignment and Acceptance covering all of the
assigning Lender's rights and obligations under this Agreement, such Lender
shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 2.14, 2.15, 2.16 and 9.03). Any assignment or transfer by a
Lender of rights or obligations under this Agreement that does not comply with
this paragraph shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with
paragraph (e) of this Section.


                                      87
<PAGE>

          (c) The Administrative Agent, acting for this purpose as an agent of
the Borrower, shall maintain at one of its offices in The City of New York a
copy of each Assignment and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitment of,
and principal amount of the Loans and LC Disbursements owing to, each Lender
pursuant to the terms hereof from time to time (the "Register"). The entries in
the Register shall be conclusive, and Superholdings, Alamosa Delaware, the
Borrower, the Administrative Agent, the Issuing Bank and the Lenders may treat
each Person whose name is recorded in the Register pursuant to the terms hereof
as a Lender hereunder for all purposes of this Agreement, notwithstanding notice
to the contrary. The Register shall be available for inspection by the Borrower,
the Issuing Bank and any Lender, at any reasonable time and from time to time
upon reasonable prior notice.

          (d) Upon its receipt of a duly completed Assignment and Acceptance
executed by an assigning Lender and an assignee, the assignee's completed
Administrative Questionnaire (unless the assignee shall already be a Lender
hereunder), the processing and recordation fee referred to in paragraph (b) of
this Section and any written consent to such assignment required by paragraph
(b) of this Section, the Administrative Agent shall accept such Assignment and
Acceptance and record the information contained therein in the Register. No
assignment shall be effective for purposes of this Agreement unless it has been
recorded in the Register as provided in this paragraph.

          (e) Any Lender may, without the consent of the Borrower, the
Administrative Agent or the Issuing Bank, sell participations to one or more
banks or other entities (a "Participant") in all or a portion of such Lender's
rights and obligations under this Agreement (including all or a portion of its
Commitment and the Loans owing to it); provided that (i) such Lender's
obligations under this Agreement shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations and (iii) Superholdings, Alamosa Delaware, the Borrower, the
Administrative Agent, the Syndication Agent, the Documentation Agent, the Co-
Documentation Agent, the Issuing Bank and the other Lenders shall continue to
deal solely and directly with such Lender in connection with such Lender's
rights and obligations under this Agreement. Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such
Lender shall retain the sole right to enforce the Loan Documents and to approve
any amendment, modification or waiver of any provision of the Loan Documents;
provided that such agreement or instrument may provide that such Lender will
not, without the consent of the Participant, agree to any amendment,
modification or waiver described in the first proviso to Section 9.02(b) that
affects such Participant. Subject to paragraph (f) of this Section, the Borrower
agrees that each Participant shall be entitled to the benefits of Sections 2.14,
2.15 and 2.16 to the same extent as if it were a Lender and had acquired its
interest by assignment pursuant to paragraph (b) of this Section. To the extent
permitted by law, each Participant also shall be entitled to the benefits of
Section 9.08 as though it were a Lender, provided such Participant agrees to be
subject to Section 2.17(c) as though it were a Lender.

          (f) A Participant shall not be entitled to receive any greater payment
under Section 2.14 or 2.16 than the applicable Lender would have been entitled
to receive with respect to the participation sold to such Participant, unless
the sale of the participation to such Participant is made with the Borrower's
prior written consent. A Participant that would be a Foreign Lender if it were a
Lender shall not be entitled to the benefits of Section 2.16 unless the Borrower
is notified of the participation sold to such Participant and such Participant
agrees, for the benefit of the Borrower, to comply with Section 2.16(e) as
though it were a Lender.


                                      88
<PAGE>

          (g) Any Lender may at any time pledge or assign a security interest in
all or any portion of its rights under this Agreement to secure obligations of
such Lender, including any pledge or assignment to secure obligations to a
Federal Reserve Bank, and this Section shall not apply to any such pledge or
assignment of a security interest; provided that no such pledge or assignment of
a security interest shall release a Lender from any of its obligations hereunder
or substitute any such pledgee or assignee for such Lender as a party hereto.

          SECTION 9.05. Survival. All covenants, agreements, representations and
warranties made by the Loan Parties in the Loan Documents and in the
certificates or other instruments delivered in connection with or pursuant to
this Agreement or any other Loan Document shall be considered to have been
relied upon by the other parties hereto and shall survive the execution and
delivery of the Loan Documents and the making of any Loans and issuance of any
Letters of Credit, regardless of any investigation made by any such other party
or on its behalf and notwithstanding that the Administrative Agent, the
Syndication Agent, the Documentation Agent, the Co-Documentation Agent, the
Issuing Bank or any Lender may have had notice or knowledge of any Default or
incorrect representation or warranty at the time any credit is extended
hereunder, and shall continue in full force and effect as long as the principal
of or any accrued interest on any Loan or any fee or any other amount payable
under this Agreement is outstanding and unpaid or any Letter of Credit is
outstanding and so long as the Commitments have not expired or terminated. The
provisions of Sections 2.14, 2.15, 2.16 and 9.03 and Article VIII shall survive
and remain in full force and effect regardless of the consummation of the
transactions contemplated hereby, the repayment of the Loans, the expiration or
termination of the Letters of Credit and the Commitments or the termination of
this Agreement or any provision hereof.

          SECTION 9.06. Counterparts; Integration; Effectiveness. This Agreement
may be executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. This Agreement, the other
Loan Documents and any separate letter agreements with respect to fees payable
to the Administrative Agent constitute the entire contract among the parties
relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter
hereof. Except as provided in Section 4.01, this Agreement shall become
effective when it shall have been executed by the Administrative Agent and when
the Administrative Agent shall have received counterparts hereof which, when
taken together, bear the signatures of each of the other parties hereto, and
thereafter shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. Delivery of an executed counterpart
of a signature page of this Agreement by telecopy shall be effective as delivery
of a manually executed counterpart of this Agreement.

          SECTION 9.07. Severability. Any provision of this Agreement held to be
invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

          SECTION 9.08. Right of Setoff. If an Event of Default shall have
occurred and be continuing, each Lender and each of its Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other obligations at any time
owing by such Lender or Affiliate to or for the credit or the account of the
Borrower against any of and all the obligations of the Borrower now or hereafter
existing under this Agreement held by such Lender, irrespective of whether or
not such Lender shall have made any demand under this Agreement and although
such obligations may be unmatured. The rights of each Lender under this Section
are in addition to other rights and remedies (including other rights of setoff)
which such Lender may have.


                                      89
<PAGE>

          SECTION 9.09. GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF
PROCESS. (A) THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND

GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

          (b) Each of Superholdings, Alamosa Delaware and the Borrower hereby
irrevocably and unconditionally submits, for itself and its property, to the
nonexclusive jurisdiction of the Supreme Court of the State of New York sitting
in New York County and of the United States District Court of the Southern
District of New York, and any appellate court from any thereof, in any action or
proceeding arising out of or relating to any Loan Document, or for recognition
or enforcement of any judgment, and each of the parties hereto hereby
irrevocably and unconditionally agrees that all claims in respect of any such
action or proceeding may be heard and determined in such New York State or, to
the extent permitted by law, in such Federal court. Each of the parties hereto
agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. Nothing in this Agreement or any other Loan
Document shall affect any right that the Administrative Agent, the Syndication
Agent, the Documentation Agent, the Co- Documentation Agent, the Issuing Bank or
any Lender may otherwise have to bring any action or proceeding relating to this
Agreement or any other Loan Document against Superholdings, Alamosa Delaware,
the Borrower or its properties in the courts of any jurisdiction.

          (c) Each of Superholdings, Alamosa Delaware and the Borrower hereby
irrevocably and unconditionally waives, to the fullest extent it may legally and
effectively do so, any objection which it may now or hereafter have to the
laying of venue of any suit, action or proceeding arising out of or relating to
this Agreement or any other Loan Document in any court referred to in paragraph
(b) of this Section. Each of the parties hereto hereby irrevocably waives, to
the fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.

          (d) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 9.01. Nothing in this
Agreement or any other Loan Document will affect the right of any party to this
Agreement to serve process in any other manner permitted by law.

          SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.

          SECTION 9.11. Headings. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.


                                      90
<PAGE>

          SECTION 9.12. Confidentiality. Each of the Administrative Agent, the
Syndication Agent, the Documentation Agent, the Co-Documentation Agent, the
Issuing Bank and the Lenders agrees to maintain the confidentiality of the
Information (as defined below), except that Information may be disclosed (a) to
its and its Affiliates' directors, officers, employees and agents, including
accountants, legal counsel and other advisors (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any regulatory authority, (c) to
the extent required by applicable laws or regulations or by any subpoena or
similar legal process, (d) to any other party to this Agreement, (e) in
connection with the exercise of any remedies hereunder or any suit, action or
proceeding relating to this Agreement or any other Loan Document or the
enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section, to any
assignee of or Participant in, or any prospective assignee of or Participant in,
any of its rights or obligations under this Agreement, (g) with the consent of
the Borrower or (h) to the extent such Information (i) becomes publicly
available other than as a result of a breach of this Section or (ii) becomes
available to the Administrative Agent, the Syndication Agent, the Documentation
Agent, the Co-Documentation Agent, the Issuing Bank or any Lender on a
nonconfidential basis from a source other than Superholdings, Alamosa Delaware
or the Borrower. For the purposes of this Section, "Information" means all
information received from Superholdings, Alamosa Delaware or the Borrower
relating to Superholdings, Alamosa Delaware or the Borrower or its business,
other than any such information that is available to the Administrative Agent,
the Syndication Agent, the Documentation Agent, the Co- Documentation Agent, the
Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by
Superholdings, Alamosa Delaware or the Borrower; provided that, in the case of
information received from Superholdings, Alamosa Delaware or the Borrower after
the date hereof, such information is clearly identified at the time of delivery
as confidential. Any Person required to maintain the confidentiality of
Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of
care to maintain the confidentiality of such Information as such Person would
accord to its own confidential information.

          SECTION 9.13. Interest Rate Limitation. Notwithstanding anything
herein to the contrary, if at any time the interest rate applicable to any Loan,
together with all fees, charges and other amounts which are treated as interest
on such Loan under applicable law (collectively the "Charges"), shall exceed the
maximum lawful rate (the "Maximum Rate") which may be contracted for, charged,
taken, received or reserved by the Lender holding such Loan in accordance with
applicable law, the rate of interest payable in respect of such Loan hereunder,
together with all Charges payable in respect thereof, shall be limited to the
Maximum Rate and, to the extent lawful, the interest and Charges that would have
been payable in respect of such Loan but were not payable as a result of the
operation of this Section shall be cumulated and the interest and Charges
payable to such Lender in respect of other Loans or periods shall be increased
(but not above the Maximum Rate therefor) until such cumulated amount, together
with interest thereon at the Federal Funds Effective Rate to the date of
repayment, shall have been received by such Lender.

          SECTION 9.14. Release of Subsidiaries. (a) If (i) the Administrative
Agent receives a certificate from the chief executive officer, the chief
financial officer or treasurer of Alamosa Delaware certifying as of the date of
that certificate that, after the consummation of the transaction or series of
transactions described in reasonable detail satisfactory to the Administrative
Agent in such certificate on such date, the Subsidiary Loan Party identified in
such certificate will no longer be a Subsidiary of Alamosa Delaware and (ii)
such transactions are consummated on such date in accordance with and without
violating the provisions of this Agreement or any other Loan Document, then such
Subsidiary's Guarantee shall automatically terminate and such Subsidiary shall
cease to be a party to any Loan Document.

          (b) No such termination or cessation shall release, reduce, or
otherwise adversely affect the obligations of any other Loan Party under this
Agreement, any other Guarantee, or any other Loan Document, all of which
obligations continue to remain in full force and effect. (c) The Lenders shall,
at Alamosa Delaware's expense, execute such documents as Alamosa Delaware may
reasonably request to evidence such termination or cessation, as the case may
be.


                                      91
<PAGE>

          SECTION 9.15. Roberts Term Loans, WOW Term Loans and Southwest Term
Loans. Notwithstanding anything to the contrary herein contained, it is
recognized and agreed by the parties hereto that the credit accommodations being
provided hereunder are being set forth in the form of a single Credit Agreement
for convenience only and that the Roberts Term Loans in an aggregate principal
amount up to $20,000,000 which refinance a portion of the Existing Roberts
Indebtedness, the WOW Term Loans in an aggregate principal amount up to
$10,000,000 which refinance a portion of the Existing WOW Indebtedness and the
Southwest Term Loans in an aggregate principal amount up to $53,000,000 which
refinance the Existing Southwest Indebtedness are being considered by the
parties hereto as separately identifiable term loans which as stated above are
included in this Agreement for convenience only.

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective authorized officers as of the day and year
first above written.

                                   ALAMOSA HOLDINGS, INC.,

                                       by
                                       /s/ David E. Sharbutt
                                       --------------------------------------
                                       Name:   David E. Sharbutt
                                       Title:  President

                                   ALAMOSA (DELAWARE), INC.,

                                       by:
                                       /s/ David E. Sharbutt
                                       --------------------------------------
                                       Name:   David E. Sharbutt
                                       Title:  President

                                       by:
                                       /s/ David E. Sharbutt
                                       --------------------------------------
                                       Name:   David E. Sharbutt
                                       Title:  President

                                   ALAMOSA HOLDINGS, LLC,

                                       by:
                                       /s/ David E. Sharbutt
                                       --------------------------------------
                                       Name:   David E. Sharbutt
                                       Title:  President

                                   CITICORP USA, INC.,
                                   individually and as
                                   Administrative Agent,

                                       by:
                                       /s/ J. Douglas Harvey
                                       --------------------------------------
                                       Name: J. Douglas Harvey
                                       Title: VP & Managing Director




                                      92
<PAGE>

                                   CITICORP NORTH AMERICA, INC.,

                                       by:
                                       /s/ J. Douglas Harvey
                                       --------------------------------------
                                       Name: J. Douglas Harvey
                                       Title: VP & Managing Director

                                   TORONTO DOMINION (TEXAS),
                                   INC., individually and as
                                   Syndication Agent,

                                       by
                                       /s/ Alva J. Jones
                                       --------------------------------------
                                       Name:  Alva J. Jones
                                       Title: Vice President

                                   EXPORT DEVELOPMENT
                                   CORPORATION, individually and
                                   as Co-Documentation Agent,

                                       by
                                       /s/ Robert Kelly
                                       --------------------------------------
                                       Name:  Robert Kelly
                                       Title: Financial Services Manager

                                       by
                                       /s/ Stephen Davies
                                       --------------------------------------
                                       Name:  Stephen Davies
                                       Title: Financial Services Manager

                                   FIRST UNION NATIONAL BANK,
                                   individually and as
                                   Documentation Agent,

                                       by
                                       /s/ Stephen G. Locke
                                       --------------------------------------
                                       Name:  Stephen G. Locke
                                       Title: Asst. Vice President

                                   THE BANK OF NOVA SCOTIA,

                                       by
                                       /s/ P.A. Weissenberger
                                       --------------------------------------
                                       Name:  P.A. Weissenberger
                                       Title: Authorized Signatory

                                   COBANK, ACB,

                                       by
                                       //s/ Anita Youngblut
                                       --------------------------------------
                                       Name:  Anita Youngblut
                                       Title: Vice President


                                      93
<PAGE>

                                   FORTIS CAPITAL CORP.,

                                       by
                                       /s/ Anita Youngblut
                                       --------------------------------------
                                       Name:  Anita Youngblut
                                       Title: Vice President

                                       by
                                      /s/ Hendrik Vroege
                                       --------------------------------------
                                       Name:   Hendrik Vroege
                                       Title:  Managing Director

                                       by
                                       /s/ Colm Kelly
                                       --------------------------------------
                                       Name:   Colm Kelly
                                       Title:  Asst. Vice President

                                   GENERAL ELECTRIC CAPITAL CORPORATION,

                                       by
                                       /s/  Molly S. Fergusson
                                       --------------------------------------
                                       Name:   Molly S. Fergusson
                                       Title:  Manager-Operations

                                   SOCIETE GENERALE,

                                       by
                                       /s/ Mark Vigil
                                       --------------------------------------
                                       Name:   Mark Vigil
                                       Title:  Director

                                   WESTDEUTSCHE LANDESBANK
                                   GIROZENTRALE, NEW YORK BRANCH,

                                       by
                                       /s/ Michael D. Peist
                                       --------------------------------------
                                       Name:   Michael D. Peist
                                       Title:  Director

                                       by
                                       /s/ Michael P. Sassos
                                       --------------------------------------
                                       Name:   Michael P. Sassos
                                       Title:  Director


                                      94
<PAGE>

                                   FRANKLIN FLOATING RATE TRUST,

                                       by
                                       /s/ Chauncey Lufkin
                                       --------------------------------------
                                       Name:  Chauncey Lufkin
                                       Title: Vice President

                                   IBM CREDIT CORPORATION,

                                       by
                                       /s/ Ronald J. Bachner
                                       --------------------------------------
                                       Name:  Ronald J. Bachner
                                       Title: Manager, Commercial
                                              & Vendor Financing Sales Americas

                                   FRANKLIN FLOATING RATE MASTER SERIES,

                                       by
                                       /s/ Ronald J. Bachner
                                       --------------------------------------
                                       Name:  Ronald J. Bachner
                                       Title: Manager, Commercial
                                              & Vendor Financing Sales
                                              Americas

                                       by
                                       /s/ Chauncey Lufkin
                                       --------------------------------------
                                       Name:  Chauncey Lufkin
                                       Title: Vice President

                                   OPPENHEIMER SENIOR FLOATING RATE FUND,

                                       by
                                       /s/ David Mabry
                                       --------------------------------------
                                       Name:  David Mabry
                                       Title: Vice President


                                      95


<PAGE>


                 FIRST AMENDMENT AND WAIVER dated as of May 8,



         2001 (this "Amendment"), to the Amended and Restated Credit Agreement,
         dated as of February 14, 2001, as amended and restated as of March 30,
         2001 (the "Credit Agreement"), among ALAMOSA HOLDINGS, INC.
         ("Superholdings"), among ALAMOSA (DELAWARE), INC. ("Alamosa
         Delaware"), ALAMOSA HOLDINGS, LLC (the "Borrower" and, together with
         Superholdings and Alamosa Delaware, the "Alamosa Parties"), the
         Lenders party thereto (the "Lenders"), EXPORT DEVELOPMENT CORPORATION,
         as Co-Documentation Agent, FIRST UNION NATIONAL BANK, as Documentation
         Agent, TORONTO DOMINION (TEXAS), INC., as Syndication Agent, and
         CITICORP USA, INC., as Administrative Agent and Collateral Agent (the
         "Agent").

         WHEREAS the Alamosa Parties have requested that certain provisions of
the Credit Agreement be amended and that certain provisions of the Credit
Agreement be waived, in the manner provided for in this Amendment, and the
Lenders are willing to agree to such amendments and waiver on the terms and
conditions hereinafter set forth.

         NOW, THEREFORE, the parties hereto hereby agree as follows:

         1. Defined Terms. Capitalized terms used and not defined herein shall
have the meanings given to them in the Credit Agreement, as amended hereby.

         2. Amendment and Waiver. (a) Article V of the Credit Agreement is
hereby amended by adding a new Section 5.16 as follows:

          "SECTION 5.16. Delivery of Revised Business Plans. Within 30 days
     after the effective date of the First Amendment and Waiver to this
     Agreement, dated as of May 8, 2001, among the Alamosa Parties and the
     Required Lenders, Alamosa Delaware shall deliver to the Lenders an 8-year
     business plan of each of Alamosa Delaware and the Borrower, in form and
     substance satisfactory to the Required Lenders."

         (b) The Lenders hereby expressly waive any Defaults or Events of
Default arising from, and any rights or remedies in connection with, any breach
by the Alamosa Parties of, or failure by the Alamosa Parties to comply with,
Section 6.12(d)(i) of the Credit Agreement with


<PAGE>


                                                                              2


respect to the fiscal quarter ending March 31, 2001; provided, however, Alamosa
Delaware will not, and will not permit its Restricted Subsidiaries to, (i) make
any Investments in or any loans or advances to, or provide Guarantees of
Indebtedness of, any Restricted Subsidiary that is not a Loan Party pursuant to
Section 6.04(d)(ii), (e), (f) or (l) or (ii) make any Restricted Payments
pursuant to Section 6.08(a)(vi).

         3. Effect of Amendment and Waiver. Except as expressly set forth
herein, this Amendment shall not by implication or otherwise limit, impair,
constitute a waiver of, or otherwise affect the rights or remedies of the
Lenders, the Collateral Agent, the Syndication Agent, the Co-Documentation
Agent, the Documentation Agent or the Administrative Agent under the Credit
Agreement, as amended by this Amendment, or any other Loan Amendment, and shall
not alter, modify, amend or in any way affect any of the terms, conditions,
obligations, covenants or agreements contained in the Credit Agreement, as
amended by this Amendment, or any other Loan Document, all of which are ratified
and affirmed in all respects and shall continue in full force and effect.
Nothing herein shall be deemed to entitle the Alamosa Parties to a consent to,
or a waiver, amendment, modification or other change of, any of the terms,
conditions, obligations, covenants or agreements contained in the Credit
Agreement, as amended by this Amendment, or any other Loan Document in similar
or different circumstances. This Amendment shall apply and be effective only
with respect to the provisions of the Credit Agreement set forth herein. After
the date hereof, any reference to the Credit Agreement shall mean the Credit
Agreement as modified hereby. This Amendment shall constitute a "Loan Document"
for all purposes of the Credit Agreement and the other Loan Documents.

         4. Representations and Warranties. Each of the Alamosa Parties hereby
represents and warrants to the Agent and the Lenders as of the date hereof as
follows:

         (a) After giving effect to this Amendment, no Default or Event of
Default has occurred and is continuing.

         (b) The execution, delivery and performance by the Alamosa Parties of
this Amendment have been duly authorized by all necessary corporate and other
action and do not and will not require any registration with, consent or
approval of, notice to or action by, any person (including any governmental
agency) in order to be effective


<PAGE>


                                                                               3


and enforceable. The Credit Agreement as amended by this Amendment constitutes
the legal, valid and binding obligation of each of the Alamosa Parties,
enforceable against it in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors' rights generally and subject to general principles of equity,
regardless of whether considered in a proceeding in equity or at law.

         (c) All representations and warranties of the Alamosa Parties contained
in the Credit Agreement (other than representations or warranties expressly made
only on and as of the Restatement Effective Date) are true and correct in all
material respects as of the date hereof.

         5. Effectiveness. This Amendment shall become effective only upon
satisfaction of the following conditions prior to 10:00 a.m., New York time, on
May 9, 2001:

         (i) the Agent shall have received counterparts hereof duly executed
     and delivered by the Alamosa Parties and the Required Lenders; and

         (ii) the Borrower shall have paid an amendment fee to each Lender that
     has delivered an executed counterpart of this Amendment to the Agent by
     12:00 p.m., New York time, on May 8, 2001, equal to .125% of the aggregate
     amount of such Lender's Term Loans, Revolving Exposure and unutilized
     Commitments at such time (such payment to be made by wire transfer of
     immediately available funds to the Agent for the respective accounts of
     such Lenders).

         6. Expenses. The Alamosa Parties, jointly and severally, agree to
reimburse the Agent for its out-of-pocket expenses in connection with this
Amendment, including the reasonable fees, charges and disbursements of Cravath,
Swaine & Moore, counsel for the Agent.



<PAGE>


                                                                               4


         7. GOVERNING LAW; COUNTERPARTS. (a) THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

         (b) This Amendment may be executed in any number of counterparts and by
different parties hereto on separate counterparts, each of which when so
executed and delivered shall be deemed an original, but all of which together
shall constitute a single instrument. Delivery of an executed counterpart of a
signature page of this Amendment by facsimile transmission shall be as effective
as delivery of a manually executed counterpart hereof.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective proper and duly authorized
officers as of the day and year first above written.



                                   ALAMOSA HOLDINGS, INC.,

                                     by
                                        -------------------------------
                                        Name:
                                        Title:



                                   ALAMOSA (DELAWARE), INC.,

                                     by
                                        -------------------------------
                                        Name:
                                        Title:



                                   ALAMOSA HOLDINGS, LLC,

                                     by
                                        -------------------------------
                                        Name:
                                        Title:



                                   CITICORP USA, INC., individually and
                                   as Administrative Agent,

                                     by
                                        -------------------------------
                                        Name:
                                        Title:



<PAGE>

                                                                               5




                                   CITICORP NORTH AMERICA, INC.,



                                     by
                                        -------------------------------
                                        Name:
                                        Title:
















<PAGE>


                                                               SIGNATURE PAGE to
                                                     FIRST AMENDMENT AND WAIVER,
                                                         dated as of May 8, 2001
                                                        to ALAMOSA HOLDINGS, LLC
                                           AMENDED AND RESTATED CREDIT AGREEMENT








                           To approve the First Amendment and Waiver:

                           Name of Institution:
                                                -------------------------------

                                             by
                                                -------------------------------
                                                Name:
                                                Title:



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.24
<SEQUENCE>7
<FILENAME>file007.txt
<DESCRIPTION>AMENDED AND RESTATED SECURITY AGREEMENT
<TEXT>

<PAGE>




                                                                  Exhibit 10.24

Execution Copy




     AMENDED AND RESTATED SECURITY AGREEMENT dated as of February 14, 2001,
as amended and restated as of March 30, 2001 (this "Agreement"), among Alamosa
(Delaware), Inc., a Delaware corporation ("Alamosa Delaware"), Alamosa
Holdings, LLC, a Delaware limited liability company (the "Borrower"), each
subsidiary of Alamosa Delaware listed on Schedule I hereto (each such
subsidiary individually a "Subsidiary Guarantor" and collectively, the
"Subsidiary Guarantors"; the Subsidiary Guarantors, Alamosa Delaware and the
Borrower are referred to collectively herein as the "Grantors") and CITICORP
USA, INC., a New York banking corporation ("Citicorp"), as collateral agent (in
such capacity, the "Collateral Agent") for the Secured Parties (as defined
herein).

         Reference is made to (a) the Amended and Restated Credit Agreement
dated as of February 14, 2001, as amended and restated as of March 30, 2001
(as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among Alamosa Holdings, Inc., a Delaware corporation
("Superholdings"), Alamosa Delaware, the Borrower, the lenders from time to
time party thereto (the "Lenders"), Export Development Corporation, as
Co-Documentation Agent, First Union National Bank, as Documentation Agent,
Toronto Dominion (Texas), Inc., as Syndication Agent and Citicorp, as
administrative agent for the Lenders (in such capacity, the "Administrative
Agent"), Collateral Agent and issuing bank (in such capacity, the "Issuing
Bank") and (b) the Amended and Restated Guarantee Agreement dated as of
February 14, 2001, as amended and restated as of March 30, 2001 (as
amended, supplemented or otherwise modified from time to time (the
"Guarantee Agreement"), among Superholdings, Alamosa PCS Holdings, Inc.
("APCS"), Alamosa Delaware, the Subsidiary Guarantors and the Collateral
Agent.

         The Lenders have agreed to make Loans to the Borrower, and the
Issuing Bank has agreed to issue Letters of Credit for the account of the
Borrower, pursuant to, and upon the terms and subject to the conditions
specified in, the Credit Agreement. Each of Superholdings, APCS, Alamosa
Delaware and the Subsidiary Guarantors has agreed to guarantee, among other
things, all the obligations of the Borrower under the Credit Agreement. The
obligations of the Lenders to make Loans and of the Issuing Bank to issue
Letters of Credit are conditioned upon, among other things, the execution
and delivery by the Grantors of an agreement in the form hereof to secure
(a) the due and punctual payment by the Borrower of (i) the principal of
and premium, if any, and interest (including interest accruing during the
pendency of any bankruptcy, insolvency, receivership or other similar
proceeding, regardless of whether allowed or allowable in such proceeding)
on the Loans, when and as due, whether at maturity, by acceleration, upon
one or more dates set for prepayment or otherwise, (ii) each payment
required to be made by the Borrower under the Credit Agreement in respect
of any Letter of Credit, when and as due, including payments in respect of
reimbursement of disbursements, interest thereon and obligations to provide
cash collateral and (iii) all other monetary obligations, including fees,
costs, expenses and indemnities, whether primary, secondary, direct,
contingent, fixed or otherwise (including monetary obligations incurred
during the pendency of any bankruptcy, insolvency, receivership or other
similar proceeding, regardless of whether allowed or allowable in such
proceeding), of the Borrower to the Secured Parties under the Credit
Agreement or the other Loan Documents, (b) the due and punctual performance
of all covenants, agreements, obligations and liabilities of the Borrower
under or pursuant to the Credit Agreement or the other Loan Documents, (c)
the due and punctual payment and performance of all covenants, agreements,
obligations and liabilities of Superholdings, APCS, Alamosa Delaware and
each Subsidiary Guarantor under or pursuant to this Agreement or the other
Loan Documents, including the guarantee obligations of Loan Parties other
than the Borrower under the Guarantee Agreement and (d) the due and
punctual payment and performance of all obligations of the Loan Parties
under each Hedging Agreement entered into in accordance with Section 5.14
of the Credit Agreement with any counterparty that was a Lender (or an
Affiliate of a Lender) at the time such Hedging Agreement was entered into
(or on the Original Effective Date, in the case of any such Hedging
Agreements existing on such date) (all the monetary and other obligations
described in the preceding clauses (a) through (d) being collectively
called the "Obligations").




                                       1
<PAGE>

     In connection with the amendment and restatement of the Credit Agreement,
the parties hereto desire to amend and restate, in the form of this Agreement,
the Security Agreement dated as February 14, 2001, among the Grantors party
thereto and the Collateral Agent.

     Accordingly, the Grantors and the Collateral Agent, on behalf of itself
and each Secured Party (and each of their respective successors or assigns),
hereby agree as follows:


                                 ARTICLE I

                                Definitions

     SECTION 1.01. Definition of Terms Used Herein. Unless the context
otherwise requires, all capitalized terms used but not defined herein shall
have the meanings set forth in the Credit Agreement and all references to the
Uniform Commercial Code shall mean the Uniform Commercial Code in effect in the
State of New York as of the date hereof.

     SECTION 1.02. Definition of Certain Terms Used Herein. As used herein, the
following terms shall have the following meanings:

     "Account Debtor" shall mean any person who is or who may become obligated
to any Grantor under, with respect to or on account of an Account.

     "Accounts" shall mean any and all right, title and interest of any Grantor
to payment for goods and services sold or leased, including any such right
evidenced by chattel paper, whether due or to become due, whether or not it has
been earned by performance, and whether now or hereafter acquired or arising in
the future, including accounts receivable from Affiliates of the Grantors.

     "Accounts Receivable" shall mean all Accounts and all right, title and
interest in any returned goods, together with all rights, titles, securities
and guarantees with respect thereto, including any rights to stoppage in
transit, replevin, reclamation and resales, and all related security interests,
liens and pledges, whether voluntary or involuntary, in each case whether now
existing or owned or hereafter arising or acquired.

     "Collateral" shall mean all (a) Accounts Receivable, (b) Documents, (c)
Equipment, (d) General Intangibles, (e) Inventory, (f) cash and cash accounts,
(g) Investment Property and (h) Proceeds; provided that "Collateral" shall not
include Excluded Assets.

     "Commodity Account" shall mean an account maintained by a Commodity
Intermediary in which a Commodity Contract is carried out for a Commodity
Customer.

     "Commodity Contract" shall mean a commodity futures contract, an option on
a commodity futures contract, a commodity option or any other contract that, in
each case, is (a) traded on or subject to the rules of a board of trade that
has been designated as a contract market for such a contract pursuant to the
federal commodities laws or (b) traded on a foreign commodity board of trade,
exchange or market, and is carried on the books of a Commodity Intermediary for
a Commodity Customer.

     "Commodity Customer" shall mean a person for whom a Commodity Intermediary
carries a Commodity Contract on its books.

     "Commodity Intermediary" shall mean (a) a person who is registered as a
futures commission merchant under the federal commodities laws or (b) a person
who in the ordinary course of its business provides clearance or settlement
services for a board of trade that has been designated as a contract market
pursuant to federal commodities laws.

     "Copyright License" shall mean any written agreement, now or hereafter in
effect, granting any right to any third party under any Copyright now or
hereafter owned by any Grantor or which such Grantor otherwise has the right to
license, or granting any right to such Grantor under any Copyright now or
hereafter owned by any third party, and all rights of such Grantor under any
such agreement.



                                       2
<PAGE>

     "Copyrights" shall mean all of the following now owned or hereafter
acquired by any Grantor: (a) all copyright rights in any work subject to the
copyright laws of the United States or any other country, whether as author,
assignee, transferee or otherwise, and (b) all registrations and applications
for registration of any such copyright in the United States or any other
country, including registrations, recordings, supplemental registrations and
pending applications for registration in the United States Copyright Office,
including those listed on Schedule II.

     "Credit Agreement" shall have the meaning assigned to such term in the
preliminary statement of this Agreement.

     "Documents" shall mean all instruments, files, records, ledger sheets and
documents covering any of the Collateral.

     "Entitlement Holder" shall mean a person identified in the records of a
Securities Intermediary as the person having a Security Entitlement against the
Securities Intermediary. If a person acquires a Security Entitlement by virtue
of Section 8-501(b)(2) or (3) of the Uniform Commercial Code, such person is
the Entitlement Holder.

     "Equipment" shall mean all equipment, furniture and furnishings, and all
tangible personal property similar to any of the foregoing, including tools,
parts and supplies of every kind and description, and all improvements,
accessions or appurtenances thereto, that are now or hereafter owned by any
Grantor. The term Equipment shall include Fixtures.

         "Excluded Asset" shall mean (a) any asset subject to a Lien
permitted pursuant to Section 6.02 of the Credit Agreement to the extent
the agreement creating such Lien or the Indebtedness secured by such Lien
prohibits the granting of a secured Lien on such asset; provided that upon
the termination of all prior Liens on any of the foregoing assets, such
asset shall cease to be an Excluded Asset and (b) the custody account that
is pledged to Wells Fargo Bank Minnesota, N.A., as collateral agent for the
benefit of the holders of Alamosa Delaware's 12-8/8% Senior Discount Notes
due 2010 and its 12-1/2% Senior Notes due 2011.

         "Financial Asset" shall mean (a) a Security, (b) an obligation of
a person or a share, participation or other interest in a person or in
property or an enterprise of a person, which is, or is of a type, dealt
with in or traded on financial markets, or which is recognized in any area
in which it is issued or dealt in as a medium for investment or (c) any
property that is held by a Securities Intermediary for another person in a
Securities Account if the Securities Intermediary has expressly agreed with
the other person that the property is to be treated as a Financial Asset
under Article 8 of the Uniform Commercial Code. As the context requires,
the term Financial Asset shall mean either the interest itself or the means
by which a person's claim to it is evidenced, including a certificated or
uncertificated Security, a certificate representing a Security or a
Security Entitlement.

     "Fixtures" shall mean all items of Equipment, whether now owned or
hereafter acquired, of any Grantor that become so related to particular real
estate that an interest in them arises under any real estate law applicable
thereto.



                                       3
<PAGE>

     "General Intangibles" shall mean all choses in action and causes of action
and all other assignable intangible personal property of any Grantor of every
kind and nature (other than Accounts Receivable) now owned or hereafter
acquired by any Grantor, including all rights and interests in partnerships,
limited partnerships, limited liability companies and other unincorporated
entities, corporate or other business records, indemnification claims, contract
rights (including rights under leases, whether entered into as lessor or
lessee, Hedging Agreements and other agreements), Intellectual Property,
goodwill, registrations, franchises, tax refund claims and any letter of
credit, guarantee, claim, security interest or other security held by or
granted to any Grantor to secure payment by an Account Debtor of any of the
Accounts Receivable.

     "General Obligations" means all Obligations other than Roberts
Obligations, WOW Obligations and Southwest Obligations.

     "Intellectual Property" shall mean all intellectual and similar property
of any Grantor of every kind and nature now owned or hereafter acquired by any
Grantor, including inventions, designs, Patents, Copyrights, Licenses,
Trademarks, trade secrets, confidential or proprietary technical and business
information, know-how, show-how or other data or information, software and
databases and all embodiments or fixations thereof and related documentation,
registrations and franchises, and all additions, improvements and accessions
to, and books and records describing or used in connection with, any of the
foregoing.

     "Inventory" shall mean all goods of any Grantor, whether now owned or
hereafter acquired, held for sale or lease, or furnished or to be furnished by
any Grantor under contracts of service, or consumed in any Grantor's business,
including raw materials, intermediates, work in process, packaging materials,
finished goods, semi-finished inventory, scrap inventory, manufacturing
supplies and spare parts, and all such goods that have been returned to or
repossessed by or on behalf of any Grantor.

     "Investment Property" shall mean all Securities (whether certificated or
uncertificated), Security Entitlements, Securities Accounts, Commodity
Contracts and Commodity Accounts of any Grantor, whether now owned or hereafter
acquired by any Grantor.

     "License" shall mean any Patent License, Trademark License, Copyright
License or other license or sublicense to which any Grantor is a party,
including those listed on Schedule III (other than those license agreements in
existence on the date hereof and listed on Schedule III and those license
agreements entered into after the date hereof, which by their terms prohibit
assignment or a grant of a security interest by such Grantor as licensee
thereunder).

     "Obligations" shall have the meaning assigned to such term in the
preliminary statement of this Agreement.

     "Patent License" shall mean any written agreement, now or hereafter in
effect, granting to any third party any right to make, use or sell any
invention on which a Patent, now or hereafter owned by any Grantor or which any
Grantor otherwise has the right to license, is in existence, or granting to any
Grantor any right to make, use or sell any invention on which a Patent, now or
hereafter owned by any third party, is in existence, and all rights of any
Grantor under any such agreement.

     "Patents" shall mean all of the following now owned or hereafter acquired
by any Grantor: (a) all letters patent of the United States or any other
country, all registrations and recordings thereof, and all applications for
letters patent of the United States or any other country, including
registrations, recordings and pending applications in the United States Patent
and Trademark Office or any similar offices in any other country, including
those listed on Schedule IV, and (b) all reissues, continuations, divisions,
continuations-in-part, renewals or extensions thereof, and the inventions
disclosed or claimed therein, including the right to make, use and/or sell the
inventions disclosed or claimed therein.



                                       4
<PAGE>

     "Perfection Certificate" shall mean a certificate substantially in the
form of Annex I hereto, completed and supplemented with the schedules and
attachments contemplated thereby, and duly executed by a Financial Officer and
the chief legal officer of the Borrower.

     "Proceeds" shall mean any consideration received from the sale, exchange,
license, lease or other disposition of any asset or property that constitutes
Collateral, any value received as a consequence of the possession of any
Collateral and any payment received from any insurer or other person or entity
as a result of the destruction, loss, theft, damage or other involuntary
conversion of whatever nature of any asset or property which constitutes
Collateral, and shall include (a) any claim of any Grantor against any third
party for (and the right to sue and recover for and the rights to damages or
profits due or accrued arising out of or in connection with) (i) past, present
or future infringement of any Patent now or hereafter owned by any Grantor, or
licensed under a Patent License, (ii) past, present or future infringement or
dilution of any Trademark now or hereafter owned by any Grantor or licensed
under a Trademark License or injury to the goodwill associated with or
symbolized by any Trademark now or hereafter owned by any Grantor, (iii) past,
present or future breach of any License and (iv) past, present or future
infringement of any Copyright now or hereafter owned by any Grantor or licensed
under a Copyright License and (b) any and all other amounts from time to time
paid or payable under or in connection with any of the Collateral.

     "Roberts" means Roberts Wireless Communications, L.L.C., a Missouri
limited liability company.

     "Roberts Collateral" means that portion of the Collateral that was,
immediately prior to the Original Effective Date, subject to a Lien created
pursuant to the Roberts Security Documents or that would, on or after the
Original Effective Date, have been collateral subject to a Lien created
pursuant to the Roberts Security Documents in accordance with the provisions
thereof (including with respect to after acquired property), assuming the
Roberts Security Documents had remained in effect on and after the Original
Effective Date, but shall not in any event include any property or assets other
than (i) Equity Interests in Roberts and (ii) property and assets owned by
Roberts and its subsidiaries.

     "Roberts Credit Agreement" means the Credit Agreement dated as of
September 8, 1999, among Roberts, certain lenders party thereto, State Street
Bank and Trust Company, as collateral agent, and Lucent Technologies Inc., as
administrative agent, as amended and in effect immediately prior to the
Original Effective Date.

     "Roberts Obligations" means Obligations consisting of (i) the Borrower's
obligation to pay (x) the principal amount of the Roberts Term Loans as
evidenced by the account entries kept by the Administrative Agent, pursuant to
Section 2.08 of the Credit Agreement and (y) interest (including interest
accruing during the pendency of any bankruptcy, insolvency, receivership or
other similar proceeding, regardless of whether allowed or allowable in such a
proceeding), fees, indemnities, cost reimbursements and similar amounts
directly attributable to the principal amounts of the Roberts Term Loans and
(ii) each other Loan Party's obligations under the Guarantee Agreement in
respect of its guarantee of the obligations referred to in clause (i) above.

     "Roberts Security Documents" means, collectively, (i) the Security
Agreement dated as of September 8, 1999, among Roberts, Roberts Wireless
Properties, L.L.C., and State Street Bank and Trust Company, as collateral
agent, (ii) the Pledge Agreement dated as of September 8, 1999, between Roberts
and State Street Bank and Trust Company, as collateral agent, (iii) the Pledge
Agreement dated as of September 8, 1999, among Michael V. Roberts, Steven C.
Roberts and State Street Bank and Trust Company, as collateral agent, and (iv)
the Collateral Assignment of Leases dated as of August 31, 1999, between
Roberts and State Street Bank and Trust Company, as collateral agent, together
in each case with all documents, financing statements, filings, recordations,
instruments and agreements executed, delivered, filed or recorded pursuant to
or in connection with any of the foregoing, in each case as amended,
supplemented and in effect immediately prior to the Original Effective Date.

                                       5
<PAGE>

     "Roberts Term Loans" means $20,000,000 principal amount of Term Loans as
evidenced by the account entries kept by the Administrative Agent, pursuant to
Section 2.08 of the Credit Agreement made on the Original Effective Date the
proceeds of which (together with the proceeds of other Loans) were utilized to
repay outstanding Indebtedness under the Roberts Credit Agreement.

     "Secured Parties" shall mean (a) the Lenders, (b) the Administrative
Agent, (c) the Collateral Agent, (d) the Issuing Bank, (e) each counterparty to
a Hedging Agreement entered into with the Borrower if such counterparty was a
Lender at the time the Hedging Agreement was entered into, (f) the
beneficiaries of each indemnification obligation undertaken by any Grantor
under any Loan Document and (g) the successors and assigns of each of the
foregoing.

     "Securities" shall mean any obligations of an issuer or any shares,
participations or other interests in an issuer or in property or an enterprise
of an issuer which (a) are represented by a certificate representing a security
in bearer or registered form, or the transfer of which may be registered upon
books maintained for that purpose by or on behalf of the issuer, (b) are one of
a class or series or by its terms is divisible into a class or series of
shares, participations, interests or obligations and (c)(i) are, or are of a
type, dealt with or trade on securities exchanges or securities markets or (ii)
are a medium for investment and by their terms expressly provide that they are
a security governed by Article 8 of the Uniform Commercial Code.

     "Securities Account" shall mean an account to which a Financial Asset is
or may be credited in accordance with an agreement under which the person
maintaining the account undertakes to treat the person for whom the account is
maintained as entitled to exercise rights that comprise the Financial Asset.

     "Security Entitlements" shall mean the rights and property interests of an
Entitlement Holder with respect to a Financial Asset.

     "Security Interest" shall have the meaning assigned to such term in
Section 2.01.

     "Securities Intermediary" shall mean (a) a clearing corporation or (b) a
person, including a bank or broker, that in the ordinary course of its business
maintains securities accounts for others and is acting in that capacity.

     "Southwest" means Southwest PCS, L.P., an Oklahoma limited partnership.

     "Southwest Collateral" means that portion of the Collateral that was,
immediately prior to the Restatement Effective Date, subject to a Lien created
pursuant to the Southwest Security Documents or that would, on or after the
Restatement Effective Date, have been collateral subject to a Lien created
pursuant to the Southwest Security Documents in accordance with the provisions
thereof (including with respect to after acquired property), assuming the
Southwest Security Documents had remained in effect on and after the
Restatement Effective Date, but shall not in any event include any property or
assets other than (i) Equity Interests in Southwest and (ii) property and
assets owned by Southwest and its subsidiaries.

     "Southwest Credit Agreement" means the Credit Agreement dated as of April
30, 1999, as amended and restated as of September 22, 2000, among Southwest,
certain lenders party thereto and BNP Paribas, as collateral agent, as amended
and in effect immediately prior to the Restatement Effective Date.

     "Southwest Obligations" means Obligations consisting of (i) the Borrower's
obligation to pay (x) the principal amount of the Southwest Terms Loans as
evidenced by the account entries kept by the Administrative Agent, pursuant to
Section 2.08 of the Credit Agreement and (y) interest (including interest
accruing during the pendency of any bankruptcy, insolvency, receivership or
other similar proceeding, regardless of whether allowed or allowable in such a
proceeding), fees, indemnities, cost reimbursements and similar amounts
directly attributable to the principal amounts of the Southwest Term Loans and
(ii) each other Loan Party's obligations under the Guarantee Agreement in
respect of its guarantee of the obligations referred to in clause (i) above.



                                       6
<PAGE>

     "Southwest Security Documents" means, collectively, (i) the Security
Agreement dated as of April 30, 1999, between Southwest and BNP Paribas, as
collateral agent, and (ii) the Partnership and LLC Pledge Agreements, each
dated as of April 30, 1999, between the pledgors party thereto and BNP Paribas,
as collateral agent, together in each case with all documents, financing
statements, filings, recordations, instruments and agreements executed,
delivered, filed or recorded pursuant to or in connection with any of the
foregoing, in each case as amended, supplemented and in effect immediately
prior to the Restatement Effective Date.

     "Southwest Term Loans" means $53,000,000 principal amount of Term Loans as
evidenced by the account entries kept by the Administrative Agent, pursuant to
Section 2.08 of the Credit Agreement made on the Restatement Effective Date the
proceeds of which were utilized to repay outstanding Indebtedness under the
Southwest Credit Agreement.

     "Trademark License" shall mean any written agreement, now or hereafter in
effect, granting to any third party any right to use any Trademark now or
hereafter owned by any Grantor or which any Grantor otherwise has the right to
license, or granting to any Grantor any right to use any Trademark now or
hereafter owned by any third party, and all rights of any Grantor under any
such agreement.

     "Trademarks" shall mean all of the following now owned or hereafter
acquired by any Grantor: (a) all trademarks, service marks, trade names,
corporate names, company names, business names, fictitious business names,
trade styles, trade dress, logos, other source or business identifiers, designs
and general intangibles of like nature, now existing or hereafter adopted or
acquired, all registrations and recordings thereof, and all registration and
recording applications filed in connection therewith, including registrations
and registration applications in the United States Patent and Trademark Office,
any State of the United States or any similar offices in any other country or
any political subdivision thereof, and all extensions or renewals thereof,
including those listed on Schedule V, (b) all goodwill associated therewith or
symbolized thereby and (c) all other assets, rights and interests that uniquely
reflect or embody such goodwill.

     "WOW" means Washington Oregon Wireless, LLC, an Oregon limited liability
company.

     "WOW Collateral" means that portion of the Collateral that was,
immediately prior to the Original Effective Date, subject to a Lien created
pursuant to the WOW Security Documents or that would, on or after the Original
Effective Date, have been collateral subject to a Lien created pursuant to the
WOW Security Documents in accordance with the provisions thereof (including
with respect to after acquired property), assuming the WOW Security Documents
had remained in effect on and after the Original Effective Date, but shall not
in any event include any property or assets other than (i) Equity Interests in
WOW and (ii) property and assets owned by WOW and its subsidiaries.

     "WOW Credit Agreement" means the Credit Agreement dated as of April 12,
2000, among WOW, the lender or lenders party thereto, and CoBank, ACB, as
administrative agent, as amended and in effect immediately prior to the
Original Effective Date.

     "WOW Obligations" means Obligations consisting of (i) the Borrower's
obligation to pay (x) the principal amount of the WOW Term Loans as evidenced
by the account entries kept by the Administrative Agent, pursuant to Section
2.08 of the Credit Agreement and (y) interest (including interest accruing
during the pendency of any bankruptcy, insolvency, receivership or other
similar proceeding, regardless of whether allowed or allowable in such a
proceeding), fees, indemnities, cost reimbursements and similar amounts
directly attributable to the principal amounts of the WOW Term Loans and (ii)
each other Loan Party's obligations under the Guarantee Agreement in respect of
its guarantee of the obligations referred to in clause (i) above.



                                       7
<PAGE>

     "WOW Security Documents" means, collectively, (i) the Security Agreement
dated as of April 12, 2000, made by WOW in favor of CoBank, ACB, as
administrative agent, (ii) the Collateral Assignment of Sprint Agreements dated
as of April 12, 2000, between WOW and CoBank, ACB, as administrative agent,
(iii) the Collateral Assignment of Sales Agreement dated as of April 12, 2000,
between WOW and CoBank, ACB, as administrative agent, (iv) the several
Membership Interests Pledge Agreements, each dated as of April 12, 2000,
between CoBank, ACB, as administrative agent, and the several owners of the
Equity Interest in WOW and (v) the Collateral Assignments and Mortgages of
Leases and Licenses, each dated as of April 12, 2000, between WOW and CoBank,
ACB, as administrative agent, together in each case with all documents,
financing statements, filings, recordations, instruments and agreements
executed, delivered, filed or recorded pursuant to or in connection with any of
the foregoing, in each case as amended, supplemented and in effect immediately
prior to the Original Effective Date.

     "WOW Term Loans" means $10,000,000 principal amount of Term Loans as
evidenced by the account entries kept by the Administrative Agent, pursuant to
Section 2.08 of the Credit Agreement made on the Original Effective Date the
proceeds of which (together with the proceeds of other Loans) were utilized to
repay outstanding Indebtedness under the WOW Credit Agreement.

     SECTION 1.03. Rules of Interpretation. The rules of interpretation
specified in Section 1.03 of the Credit Agreement shall be applicable to this
Agreement.

                                 ARTICLE II

                             Security Interest

     SECTION 2.01. Security Interest. As security for the payment or
performance, as the case may be, in full of the Obligations, each Grantor
hereby bargains, sells, conveys, assigns, sets over, mortgages, pledges,
hypothecates and transfers to the Collateral Agent, its successors and assigns,
for the ratable benefit of the Secured Parties, and hereby grants to the
Collateral Agent, its successors and assigns, for the ratable benefit of the
Secured Parties, a security interest in, all of such Grantor's right, title and
interest in, to and under the Collateral (the "Security Interest"); provided,
however, that (i) the Roberts Obligations shall be secured only by the Security
Interest in the Roberts Collateral, (ii) the WOW Obligations shall be secured
only by the Security Interest in the WOW Collateral and (iii) the Southwest
Obligations shall be secured only by the Security Interest in the Southwest
Collateral (it being understood that the Roberts Collateral, the WOW Collateral
and the Southwest Collateral shall also secure all General Obligations) and
provided further that any Collateral that is neither Roberts Collateral, WOW
Collateral nor Southwest Collateral shall only secure the General Obligations.
Without limiting the foregoing, the Collateral Agent is hereby authorized to
file one or more financing statements (including fixture filings), continuation
statements, filings with the United States Patent and Trademark Office or
United States Copyright Office (or any successor office or any similar office
in any other country) or other documents for the purpose of perfecting,
confirming, continuing, enforcing or protecting the Security Interest granted
by each Grantor, without the signature of any Grantor, and naming any Grantor
or the Grantors as debtors and the Collateral Agent as secured party.

     SECTION 2.02. No Assumption of Liability. The Security Interest is granted
as security only and shall not subject the Collateral Agent or any other
Secured Party to, or in any way alter or modify, any obligation or liability of
any Grantor with respect to or arising out of the Collateral.




                                       8
<PAGE>

                                ARTICLE III

                       Representations and Warranties

     The Grantors jointly and severally represent and warrant to the Collateral
Agent and the Secured Parties that:

     SECTION 3.01. Title and Authority. Each Grantor has good and valid rights
in and title to the Collateral with respect to which it has purported to grant
a Security Interest hereunder and has full power and authority to grant to the
Collateral Agent the Security Interest in such Collateral pursuant hereto and
to execute, deliver and perform its obligations in accordance with the terms of
this Agreement, without the consent or approval of any other person other than
any consent or approval which has been obtained.

     SECTION 3.02. Filings. (a) The Perfection Certificate has been duly
prepared, completed and executed and the information set forth therein is
correct and complete. Fully executed Uniform Commercial Code financing
statements (including fixture filings, as applicable) or other appropriate
filings, recordings or registrations containing a description of the Collateral
have been delivered to the Collateral Agent for filing in each governmental,
municipal or other office specified in Schedule 6 to the Perfection
Certificate, which are all the filings, recordings and registrations (other
than filings required to be made in the United States Patent and Trademark
Office and the United States Copyright Office in order to perfect the Security
Interest in Collateral consisting of United States Patents, Trademarks and
Copyrights) that are necessary to publish notice of and protect the validity of
and to establish a legal, valid and perfected security interest in favor of the
Collateral Agent (for the ratable benefit of the Secured Parties) in respect of
all Collateral in which the Security Interest may be perfected by filing,
recording or registration in the United States (or any political subdivision
thereof) and its territories and possessions, and no further or subsequent
filing, refiling, recording, rerecording, registration or reregistration is
necessary in any such jurisdiction, except as provided under applicable law
with respect to the filing of continuation statements.

     (b) Each Grantor represents and warrants that fully executed security
agreements in the form hereof and containing a description of all Collateral
consisting of Intellectual Property with respect to United States Patents and
United States registered Trademarks (and Trademarks for which United States
registration applications are pending) and United States registered Copyrights
have been delivered to the Collateral Agent for recording by the United States
Patent and Trademark Office and the United States Copyright Office pursuant to
35 U.S.C. ss. 261, 15 U.S.C. ss. 1060 or 17 U.S.C. ss. 205 and the regulations
thereunder, as applicable, and otherwise as may be required pursuant to the
laws of any other necessary jurisdiction, to protect the validity of and to
establish a legal, valid and perfected security interest in favor of the
Collateral Agent (for the ratable benefit of the Secured Parties) in respect of
all Collateral consisting of Patents, Trademarks and Copyrights in which a
security interest may be perfected by filing, recording or registration in the
United States (or any political subdivision thereof) and its territories and
possessions, or in any other necessary jurisdiction, and no further or
subsequent filing, refiling, recording, rerecording, registration or
reregistration is necessary (other than such actions as are necessary to
perfect the Security Interest with respect to any Collateral consisting of
Patents, Trademarks and Copyrights (or registration or application for
registration thereof) acquired or developed after the date hereof).

     SECTION 3.03. Validity of Security Interest. The Security Interest
constitutes (a) a legal and valid security interest in all the Collateral
securing the payment and performance of the Obligations, (b) subject to the
filings described in Section 3.02 above, a perfected security interest in all
Collateral in which a security interest may be perfected by filing, recording
or registering a financing statement or analogous document in the United States
(or any political subdivision thereof) and its territories and possessions
pursuant to the Uniform Commercial Code or other applicable law in such
jurisdictions and (c) a security interest that shall be perfected in all
Collateral in which a security interest may be perfected upon the receipt and
recording of this Agreement with the United States Patent and Trademark Office
and the United States Copyright Office, as applicable. The Security Interest is
and shall be prior to any other Lien on any of the Collateral, other than Liens
expressly permitted to be prior to the Security Interest pursuant to Section
6.02 of the Credit Agreement.



                                       9
<PAGE>

     SECTION 3.04. Absence of Other Liens. The Collateral is owned by the
Grantors free and clear of any Lien, except for Liens expressly permitted
pursuant to Section 6.02 of the Credit Agreement. The Grantor has not filed or
consented to the filing of (a) any financing statement or analogous document
under the Uniform Commercial Code or any other applicable laws covering any
Collateral, (b) any assignment in which any Grantor assigns any Collateral or
any security agreement or similar instrument covering any Collateral with the
United States Patent and Trademark Office or the United States Copyright Office
or (c) any assignment in which any Grantor assigns any Collateral or any
security agreement or similar instrument covering any Collateral with any
foreign governmental, municipal or other office, which financing statement or
analogous document, assignment, security agreement or similar instrument is
still in effect, except, in each case, for Liens expressly permitted pursuant
to Section 6.02 of the Credit Agreement.


                                 ARTICLE IV

                                 Covenants

     SECTION 4.01. Change of Name; Location of Collateral; Records; Place of
Business. (a) Each Grantor agrees promptly to notify the Collateral Agent in
writing of any change (i) in its corporate name or in any trade name used to
identify it in the conduct of its business or in the ownership of its
properties, (ii) in the location of its chief executive office, its principal
place of business, any office in which it maintains books or records relating
to Collateral owned by it or any office or facility at which Collateral owned
by it is located (including the establishment of any such new office or
facility), (iii) in its identity or corporate structure or (iv) in its Federal
Taxpayer Identification Number. Each Grantor agrees not to effect or permit any
change referred to in the preceding sentence unless it shall have given the
Collateral Agent 10 days notice of such change and shall promptly make all
filings under the Uniform Commercial Code or otherwise that are required in
order for the Collateral Agent to continue at all times following such change
to have a valid, legal and perfected first priority security interest in all
the Collateral. Each Grantor agrees promptly to notify the Collateral Agent if
any material portion of the Collateral owned or held by such Grantor is damaged
or destroyed.

     (b) Each Grantor agrees to maintain, at its own cost and expense, such
complete and accurate records with respect to the Collateral owned by it as is
consistent with its current practices and in accordance with such prudent and
standard practices used in industries that are the same as or similar to those
in which such Grantor is engaged, but in any event to include complete
accounting records indicating all payments and proceeds received with respect
to any part of the Collateral, and, at such time or times as the Collateral
Agent may reasonably request, promptly to prepare and deliver to the Collateral
Agent a duly certified schedule or schedules in form and detail satisfactory to
the Collateral Agent showing the identity, amount and location of any and all
Collateral.

     SECTION 4.02. Periodic Certification. Each year, at the time of delivery
of annual financial statements with respect to the preceding fiscal year
pursuant to Section 5.01 of the Credit Agreement, the Borrower shall deliver to
the Collateral Agent a certificate executed by a Financial Officer and the
chief legal officer of the Borrower (a) setting forth the information required
pursuant to Section 2 of the Perfection Certificate or confirming that there
has been no change in such information since the date of such certificate or
the date of the most recent certificate delivered pursuant to this Section 4.02
and (b) certifying that all Uniform Commercial Code financing statements
(including fixture filings, as applicable) or other appropriate filings,
recordings or registrations, including all refilings, rerecordings and
reregistrations, containing a description of the Collateral have been filed of
record in each governmental, municipal or other appropriate office in each
jurisdiction identified pursuant to clause (a) above to the extent necessary to
protect and perfect the Security Interest for a period of not less than 18
months after the date of such certificate (except as noted therein with respect
to any continuation statements to be filed within such period). Each
certificate delivered pursuant to this Section 4.02 shall identify in the
format of Schedule II, III, IV or V, as applicable, all Intellectual Property
of any Grantor in existence on the date thereof and not then listed on such
Schedules or previously so identified to the Collateral Agent.



                                      10
<PAGE>

     SECTION 4.03. Protection of Security. Each Grantor shall, at its own cost
and expense, take any and all actions necessary to defend title to the
Collateral against all persons and to defend the Security Interest of the
Collateral Agent in the Collateral and the priority thereof against any Lien
not expressly permitted pursuant to Section 6.02 of the Credit Agreement.

     SECTION 4.04. Further Assurances. Each Grantor agrees, at its own expense,
to execute, acknowledge, deliver and cause to be duly filed all such further
instruments and documents and take all such actions as the Collateral Agent may
from time to time request to better assure, preserve, protect and perfect the
Security Interest and the rights and remedies created hereby, including the
payment of any fees and taxes required in connection with the execution and
delivery of this Agreement, the granting of the Security Interest and the
filing of any financing statements (including fixture filings) or other
documents in connection herewith or therewith. If any amount payable under or
in connection with any of the Collateral shall be or become evidenced by any
promissory note or other instrument, such note or instrument shall be
immediately pledged and delivered to the Collateral Agent, duly endorsed in a
manner satisfactory to the Collateral Agent.

     Without limiting the generality of the foregoing, each Grantor hereby
authorizes the Collateral Agent, with prompt notice thereof to the Grantors, to
supplement this Agreement by supplementing Schedule II, III, IV or V hereto or
adding additional schedules hereto to specifically identify any asset or item
that may constitute Copyrights, Licenses, Patents or Trademarks; provided,
however, that any Grantor shall have the right, exercisable within 10 days
after it has been notified by the Collateral Agent of the specific
identification of such Collateral, to advise the Collateral Agent in writing of
any inaccuracy of the representations and warranties made by such Grantor
hereunder with respect to such Collateral. Each Grantor agrees that it will use
its best efforts to take such action as shall be necessary in order that all
representations and warranties hereunder shall be true and correct with respect
to such Collateral within 30 days after the date it has been notified by the
Collateral Agent of the specific identification of such Collateral.

     SECTION 4.05. Inspection and Verification. The Collateral Agent and such
persons as the Collateral Agent may reasonably designate shall have the right,
at the Grantors' own cost and expense, to inspect the Collateral, all records
related thereto (and to make extracts and copies from such records) and the
premises upon which any of the Collateral is located, to discuss the Grantors'
affairs with the officers of the Grantors and their independent accountants and
to verify under reasonable procedures, in accordance with Section 5.09 of the
Credit Agreement, the validity, amount, quality, quantity, value, condition and
status of, or any other matter relating to, the Collateral, including, in the
case of Accounts or Collateral in the possession of any third person, by
contacting Account Debtors or the third person possessing such Collateral for
the purpose of making such a verification. The Collateral Agent shall have the
absolute right to share any information it gains from such inspection or
verification with any Secured Party (it being understood that any such
information shall be deemed to be "Information" subject to the provisions of
Section 9.12).

     SECTION 4.06. Taxes; Encumbrances. At its option, the Collateral Agent may
discharge past due taxes, assessments, charges, fees, Liens, security interests
or other encumbrances at any time levied or placed on the Collateral and not
permitted pursuant to Section 6.02 of the Credit Agreement, and may pay for the
maintenance and preservation of the Collateral to the extent any Grantor fails
to do so as required by the Credit Agreement or this Agreement, and each
Grantor jointly and severally agrees to reimburse the Collateral Agent on
demand for any payment made or any expense incurred by the Collateral Agent
pursuant to the foregoing authorization; provided, however, that nothing in
this Section 4.06 shall be interpreted as excusing any Grantor from the
performance of, or imposing any obligation on the Collateral Agent or any
Secured Party to cure or perform, any covenants or other promises of any
Grantor with respect to taxes, assessments, charges, fees, liens, security
interests or other encumbrances and maintenance as set forth herein or in the
other Loan Documents.



                                      11
<PAGE>

     SECTION 4.07. Assignment of Security Interest. If at any time any Grantor
shall take a security interest in any property of an Account Debtor or any
other person to secure payment and performance of an Account, such Grantor
shall promptly assign such security interest to the Collateral Agent. Such
assignment need not be filed of public record unless necessary to continue the
perfected status of the security interest against creditors of and transferees
from the Account Debtor or other person granting the security interest.

     SECTION 4.08. Continuing Obligations of the Grantors. Each Grantor shall
remain liable to observe and perform all the conditions and obligations to be
observed and performed by it under each contract, agreement or instrument
relating to the Collateral, all in accordance with the terms and conditions
thereof, and each Grantor jointly and severally agrees to indemnify and hold
harmless the Collateral Agent and the Secured Parties from and against any and
all liability for such performance.

     SECTION 4.09. Use and Disposition of Collateral. None of the Grantors
shall make or permit to be made an assignment, pledge or hypothecation of the
Collateral or shall grant any other Lien in respect of the Collateral, except
as expressly permitted by Section 6.02 of the Credit Agreement. None of the
Grantors shall make or permit to be made any transfer of the Collateral and
each Grantor shall remain at all times in possession of the Collateral owned by
it, except that (a) Inventory may be sold in the ordinary course of business
and (b) unless and until the Collateral Agent shall notify the Grantors that an
Event of Default shall have occurred and be continuing and that during the
continuance thereof the Grantors shall not sell, convey, lease, assign,
transfer or otherwise dispose of any Collateral (which notice may be given by
telephone if promptly confirmed in writing), the Grantors may use and dispose
of the Collateral in any lawful manner not inconsistent with the provisions of
this Agreement, the Credit Agreement or any other Loan Document.

     SECTION 4.10. Limitation on Modification of Accounts. None of the Grantors
will, without the Collateral Agent's prior written consent, grant any extension
of the time of payment of any of the Accounts Receivable, compromise, compound
or settle the same for less than the full amount thereof, release, wholly or
partly, any person liable for the payment thereof or allow any credit or
discount whatsoever thereon, other than extensions, credits, discounts,
compromises or settlements granted or made in the ordinary course of business
and consistent with its current practices and in accordance with such prudent
and standard practices used in industries that are the same as or similar to
those in which such Grantor is engaged.

     SECTION 4.11. Insurance. The Grantors, at their own expense, shall
maintain or cause to be maintained insurance covering physical loss or damage
to the Inventory and Equipment in accordance with Section 5.07 of the Credit
Agreement. Each Grantor irrevocably makes, constitutes and appoints the
Collateral Agent (and all officers, employees or agents designated by the
Collateral Agent) as such Grantor's true and lawful agent (and
attorney-in-fact) for the purpose, during the continuance of an Event of
Default, of making, settling and adjusting claims in respect of Collateral
under policies of insurance, endorsing the name of such Grantor on any check,
draft, instrument or other item of payment for the proceeds of such policies of
insurance and for making all determinations and decisions with respect thereto.
In the event that any Grantor at any time or times shall fail to obtain or
maintain any of the policies of insurance required hereby or to pay any premium
in whole or part relating thereto, the Collateral Agent may, without waiving or
releasing any obligation or liability of the Grantors hereunder or any Event of
Default, in its sole discretion, obtain and maintain such policies of insurance
and pay such premium and take any other actions with respect thereto as the
Collateral Agent deems advisable. All sums disbursed by the Collateral Agent in
connection with this Section 4.11, including reasonable attorneys' fees, court
costs, expenses and other charges relating thereto, shall be payable, upon
demand, by the Grantors to the Collateral Agent and shall be additional
Obligations secured hereby.



                                      12
<PAGE>

     SECTION 4.12. Legend. Each Grantor shall legend, in form and manner
satisfactory to the Collateral Agent, its Accounts Receivable and its books,
records and documents evidencing or pertaining thereto with an appropriate
reference to the fact that such Accounts Receivable have been assigned to the
Collateral Agent for the benefit of the Secured Parties and that the Collateral
Agent has a security interest therein.

     SECTION 4.13. Covenants Regarding Patent, Trademark and Copyright
Collateral. (a) Each Grantor agrees that it will not, nor will it permit any of
its licensees to, do any act, or omit to do any act, whereby any Patent which
is material to the conduct of such Grantor's business may become invalidated or
dedicated to the public, and agrees that it shall continue to mark any products
covered by a Patent with the relevant patent number as necessary and sufficient
to establish and preserve its maximum rights under applicable patent laws.

     (b) Each Grantor (either itself or through its licensees or its
sublicensees) will, for each Trademark material to the conduct of such
Grantor's business, (i) maintain such Trademark in full force free from any
claim of abandonment or invalidity for non-use, (ii) maintain the quality of
products and services offered under such Trademark, (iii) display such
Trademark with notice of Federal or foreign registration to the extent
necessary and sufficient to establish and preserve its maximum rights under
applicable law and (iv) not knowingly use or knowingly permit the use of such
Trademark in violation of any third party rights.

     (c) Each Grantor (either itself or through licensees) will, for each work
covered by a material Copyright, continue to publish, reproduce, display, adopt
and distribute the work with appropriate copyright notice as necessary and
sufficient to establish and preserve its maximum rights under applicable
copyright laws.

     (d) Each Grantor shall notify the Collateral Agent immediately if it knows
or has reason to know that any Patent, Trademark or Copyright material to the
conduct of its business may become abandoned, lost or dedicated to the public,
or of any adverse determination or development (including the institution of,
or any such determination or development in, any proceeding in the United
States Patent and Trademark Office, United States Copyright Office or any court
or similar office of any country) regarding such Grantor's ownership of any
Patent, Trademark or Copyright, its right to register the same, or to keep and
maintain the same.

     (e) In no event shall any Grantor, either itself or through any agent,
employee, licensee or designee, file an application for any Patent, Trademark
or Copyright (or for the registration of any Trademark or Copyright) with the
United States Patent and Trademark Office, United States Copyright Office or
any office or agency in any political subdivision of the United States or in
any other country or any political subdivision thereof, unless it promptly
informs the Collateral Agent, and, upon request of the Collateral Agent,
executes and delivers any and all agreements, instruments, documents and papers
as the Collateral Agent may request to evidence the Collateral Agent's security
interest in such Patent, Trademark or Copyright, and each Grantor hereby
appoints the Collateral Agent as its attorney-in-fact to execute and file such
writings for the foregoing purposes, all acts of such attorney being hereby
ratified and confirmed; such power, being coupled with an interest, is
irrevocable during the term of this Agreement.

     (f) Each Grantor will take all necessary steps that are consistent with
the practice in any proceeding before the United States Patent and Trademark
Office, United States Copyright Office or any office or agency in any political
subdivision of the United States or in any other country or any political
subdivision thereof, to maintain and pursue each material application relating
to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant
or registration) and to maintain each issued Patent and each registration of
the Trademarks and Copyrights that is material to the conduct of any Grantor's
business, including timely filings of applications for renewal, affidavits of
use, affidavits of incontestability and payment of maintenance fees, and, if
consistent with good business judgment, to initiate opposition, interference
and cancelation proceedings against third parties.



                                      13
<PAGE>

     (g) In the event that any Grantor has reason to believe that any
Collateral consisting of a Patent, Trademark or Copyright material to the
conduct of any Grantor's business has been or is about to be infringed,
misappropriated or diluted by a third party, such Grantor promptly shall notify
the Collateral Agent and shall, if consistent with good business judgment,
promptly sue for infringement, misappropriation or dilution and to recover any
and all damages for such infringement, misappropriation or dilution, and take
such other actions as are appropriate under the circumstances to protect such
Collateral.

     (h) Upon and during the continuance of an Event of Default, each Grantor
shall use its commercially reasonable efforts to obtain all requisite consents
or approvals by the licensor of each Copyright License, Patent License or
Trademark License to effect the assignment of all of such Grantor's right,
title and interest thereunder to the Collateral Agent or its designee.


                                 ARTICLE V

                                Collections

     Power of Attorney. Each Grantor irrevocably makes, constitutes and
appoints the Collateral Agent (and all officers, employees or agents designated
by the Collateral Agent) as such Grantor's true and lawful agent and
attorney-in-fact, and in such capacity the Collateral Agent shall have the
right, with power of substitution for each Grantor and in each Grantor's name
or otherwise, for the use and benefit of the Collateral Agent and the Secured
Parties, upon the occurrence and during the continuance of an Event of Default
(a) to receive, endorse, assign and/or deliver any and all notes, acceptances,
checks, drafts, money orders or other evidences of payment relating to the
Collateral or any part thereof; (b) to demand, collect, receive payment of,
give receipt for and give discharges and releases of all or any of the
Collateral; (c) to sign the name of any Grantor on any invoice or bill of
lading relating to any of the Collateral; (d) to send verifications of Accounts
Receivable to any Account Debtor; (e) to commence and prosecute any and all
suits, actions or proceedings at law or in equity in any court of competent
jurisdiction to collect or otherwise realize on all or any of the Collateral or
to enforce any rights in respect of any Collateral; (f) to settle, compromise,
compound, adjust or defend any actions, suits or proceedings relating to all or
any of the Collateral; (g) to notify, or to require any Grantor to notify,
Account Debtors to make payment directly to the Collateral Agent; and (h) to
use, sell, assign, transfer, pledge, make any agreement with respect to or
otherwise deal with all or any of the Collateral, and to do all other acts and
things necessary to carry out the purposes of this Agreement, as fully and
completely as though the Collateral Agent were the absolute owner of the
Collateral for all purposes; provided, however, that nothing herein contained
shall be construed as requiring or obligating the Collateral Agent or any
Secured Party to make any commitment or to make any inquiry as to the nature or
sufficiency of any payment received by the Collateral Agent or any Secured
Party, or to present or file any claim or notice, or to take any action with
respect to the Collateral or any part thereof or the moneys due or to become
due in respect thereof or any property covered thereby, and no action taken or
omitted to be taken by the Collateral Agent or any Secured Party with respect
to the Collateral or any part thereof shall give rise to any defense,
counterclaim or offset in favor of any Grantor or to any claim or action
against the Collateral Agent or any Secured Party. It is understood and agreed
that the appointment of the Collateral Agent as the agent and attorney-in-fact
of the Grantors for the purposes set forth above is coupled with an interest
and is irrevocable during the term of this Agreement. The provisions of this
Section shall in no event relieve any Grantor of any of its obligations
hereunder or under any other Loan Document with respect to the Collateral or
any part thereof or impose any obligation on the Collateral Agent or any
Secured Party to proceed in any particular manner with respect to the
Collateral or any part thereof, or in any way limit the exercise by the
Collateral Agent or any Secured Party of any other or further right which it
may have on the date of this Agreement or hereafter, whether hereunder, under
any other Loan Document, by law or otherwise.




                                      14
<PAGE>

                                 ARTICLE VI

                                  Remedies

     SECTION 6.01. Remedies upon Default. Upon the occurrence and during the
continuance of an Event of Default, each Grantor agrees to deliver each item of
Collateral to the Collateral Agent on demand, and it is agreed that the
Collateral Agent shall have the right to take any of or all the following
actions at the same or different times: (a) with respect to any Collateral
consisting of Intellectual Property, on demand, to cause the Security Interest
to become an assignment, transfer and conveyance of any of or all such
Collateral by the applicable Grantors to the Collateral Agent, or to license or
sublicense, whether general, special or otherwise, and whether on an exclusive
or non-exclusive basis, any such Collateral throughout the world on such terms
and conditions and in such manner as the Collateral Agent shall determine
(other than in violation of any then-existing licensing arrangements to the
extent that waivers cannot be obtained), and (b) with or without legal process
and with or without prior notice or demand for performance, to take possession
of the Collateral and without liability for trespass to enter any premises
where the Collateral may be located for the purpose of taking possession of or
removing the Collateral and, generally, to exercise any and all rights afforded
to a secured party under the Uniform Commercial Code or other applicable law.
Without limiting the generality of the foregoing, each Grantor agrees that the
Collateral Agent shall have the right, subject to the mandatory requirements of
applicable law, to sell or otherwise dispose of all or any part of the
Collateral, at public or private sale or at any broker's board or on any
securities exchange, for cash, upon credit or for future delivery as the
Collateral Agent shall deem appropriate. The Collateral Agent shall be
authorized at any such sale (if it deems it advisable to do so) to restrict the
prospective bidders or purchasers to persons who will represent and agree that
they are purchasing the Collateral for their own account for investment and not
with a view to the distribution or sale thereof, and upon consummation of any
such sale the Collateral Agent shall have the right to assign, transfer and
deliver to the purchaser or purchasers thereof the Collateral so sold. Each
such purchaser at any such sale shall hold the property sold absolutely, free
from any claim or right on the part of any Grantor, and each Grantor hereby
waives (to the extent permitted by law) all rights of redemption, stay and
appraisal which such Grantor now has or may at any time in the future have
under any rule of law or statute now existing or hereafter enacted.

     The Collateral Agent shall give the Grantors 10 days' written notice
(which each Grantor agrees is reasonable notice within the meaning of Section
9-504(3) of the Uniform Commercial Code as in effect in the State of New York
or its equivalent in other jurisdictions) of the Collateral Agent's intention
to make any sale of Collateral. Such notice, in the case of a public sale,
shall state the time and place for such sale and, in the case of a sale at a
broker's board or on a securities exchange, shall state the board or exchange
at which such sale is to be made and the day on which the Collateral, or
portion thereof, will first be offered for sale at such board or exchange. Any
such public sale shall be held at such time or times within ordinary business
hours and at such place or places as the Collateral Agent may fix and state in
the notice (if any) of such sale. At any such sale, the Collateral, or portion
thereof, to be sold may be sold in one lot as an entirety or in separate
parcels, as the Collateral Agent may (in its sole and absolute discretion)
determine. The Collateral Agent shall not be obligated to make any sale of any
Collateral if it shall determine not to do so, regardless of the fact that
notice of sale of such Collateral shall have been given. The Collateral Agent
may, without notice or publication, adjourn any public or private sale or cause
the same to be adjourned from time to time by announcement at the time and
place fixed for sale, and such sale may, without further notice, be made at the
time and place to which the same was so adjourned. In case any sale of all or
any part of the Collateral is made on credit or for future delivery, the
Collateral so sold may be retained by the Collateral Agent until the sale price
is paid by the purchaser or purchasers thereof, but the Collateral Agent shall
not incur any liability in case any such purchaser or purchasers shall fail to
take up and pay for the Collateral so sold and, in case of any such failure,
such Collateral may be sold again upon like notice. At any public (or, to the
extent permitted by law, private) sale made pursuant to this Section, any
Secured Party may bid for or purchase, free (to the extent permitted by law)
from any right of redemption, stay, valuation or appraisal on the part of any
Grantor (all said rights being also hereby waived and released to the extent
permitted by law), the Collateral or any part thereof offered for sale and may
make payment on account thereof by using any claim then due and payable to such
Secured Party from any Grantor as a credit against the purchase price, and such
Secured Party may, upon compliance with the terms of sale, hold, retain and
dispose of such property without further accountability to any Grantor
therefor. For purposes hereof, a written agreement to purchase the Collateral
or any portion thereof shall be treated as a sale thereof; the Collateral Agent
shall be free to carry out such sale pursuant to such agreement and no Grantor
shall be entitled to the return of the Collateral or any portion thereof
subject to such agreement, notwithstanding the fact that after the Collateral
Agent shall have entered into such an agreement all Events of Default shall
have been remedied and the Obligations paid in full. As an alternative to
exercising the power of sale herein conferred upon it, the Collateral Agent may
proceed by a suit or suits at law or in equity to foreclose this Agreement and
to sell the Collateral or any portion thereof pursuant to a judgment or decree
of a court or courts having competent jurisdiction or pursuant to a proceeding
by a court- appointed receiver.



                                      15
<PAGE>

         SECTION 6.02. Application of Proceeds. (a) Subject to paragraph
(b) of this section, the Collateral Agent shall apply the proceeds of any
collection or sale of the Collateral, as well as any Collateral consisting
of cash, as follows:

                  FIRST, to the payment of all costs and expenses incurred
         by the Administrative Agent or the Collateral Agent (in its
         capacity as such hereunder or under any other Loan Document) in
         connection with such collection or sale or otherwise in connection
         with this Agreement or any of the Obligations, including all court
         costs and the fees and expenses of its agents and legal counsel,
         the repayment of all advances made by the Collateral Agent
         hereunder or under any other Loan Document on behalf of any
         Grantor and any other costs or expenses incurred in connection
         with the exercise of any right or remedy hereunder or under any
         other Loan Document;

                  SECOND, to the payment in full of the Obligations (the
         amounts so applied to be distributed among the Secured Parties pro
         rata in accordance with the amounts of the Obligations owed to
         them on the date of any such distribution); and

                  THIRD, to the Grantors, their successors or assigns, or
         as a court of competent jurisdiction may otherwise direct.

         (b) Notwithstanding any contrary provision of paragraph (a) of
this Section, (i) proceeds of Collateral and cash Collateral other than the
Roberts Collateral, the WOW Collateral and the Southwest Collateral shall
not be applied to the payment of Roberts Obligations, WOW Obligations or
Southwest Obligations, (ii) proceeds of WOW Collateral and cash WOW
Collateral shall not be applied to the payment of Roberts Obligations or
Southwest Obligations and shall be applied to the payment of WOW
Obligations, until the WOW Obligations have been paid in full, prior to
being applied to payment of the General Obligations, (iii) proceeds of
Roberts Collateral and cash Roberts Collateral shall not be applied to the
payment of WOW Obligations or Southwest Obligations and shall be applied to
the payment of the Roberts Obligations, until the Roberts Obligations have
been paid in full, prior to being applied to payment of the General
Obligations and (iv) proceeds of Southwest Collateral and cash Southwest
Collateral shall not be applied to the payment of Roberts Obligations or
WOW Obligations and shall be applied to the payment of the Southwest
Obligations, until the Southwest Obligations have been paid in full, prior
to being applied to payment of the General Obligations.

         (c) The Collateral Agent shall have absolute discretion as to the
time of application of any such proceeds, moneys or balances in accordance
with this Agreement. Upon any sale of the Collateral by the Collateral
Agent (including pursuant to a power of sale granted by statute or under a
judicial proceeding), the receipt of the Collateral Agent or of the officer
making the sale shall be a sufficient discharge to the purchaser or
purchasers of the Collateral so sold and such purchaser or purchasers shall
not be obligated to see to the application of any part of the purchase
money paid over to the Collateral Agent or such officer or be answerable in
any way for the misapplication thereof.

         SECTION 6.03. Grant of License to Use Intellectual Property. For
the purpose of enabling the Collateral Agent to exercise rights and
remedies under this Article at such time as the Collateral Agent shall be
lawfully entitled to exercise such rights and remedies, each Grantor hereby
grants to the Collateral Agent an irrevocable, non-exclusive license
(exercisable without payment of royalty or other compensation to the
Grantors) to use, license or sub-license any of the Collateral consisting
of Intellectual Property now owned or hereafter acquired by such Grantor,
and wherever the same may be located, and including in such license
reasonable access to all media in which any of the licensed items may be
recorded or stored and to all computer software and programs used for the
compilation or printout thereof. The use of such license by the Collateral
Agent shall be exercised, at the option of the Collateral Agent, upon the
occurrence and during the continuation of an Event of Default; provided
that any license, sub-license or other transaction entered into by the
Collateral Agent in accordance herewith shall be binding upon the Grantors
notwithstanding any subsequent cure of an Event of Default.




                                      16
<PAGE>

                                ARTICLE VII

                               Miscellaneous

         SECTION 7.01. Notices. All communications and notices hereunder
shall (except as otherwise expressly permitted herein) be in writing and
given as provided in Section 9.01 of the Credit Agreement. All
communications and notices hereunder to any Subsidiary Guarantor shall be
given to it at its address or telecopy number set forth on Schedule I, with
a copy to the Borrower.

         SECTION 7.02. Security Interest Absolute. All rights of the
Collateral Agent hereunder, the Security Interest and all obligations of
the Grantors hereunder shall be absolute and unconditional irrespective of
(a) any lack of validity or enforceability of the Credit Agreement, any
other Loan Document, any agreement with respect to any of the Obligations
or any other agreement or instrument relating to any of the foregoing, (b)
any change in the time, manner or place of payment of, or in any other term
of, all or any of the Obligations, or any other amendment or waiver of or
any consent to any departure from the Credit Agreement, any other Loan
Document or any other agreement or instrument, (c) any exchange, release or
non-perfection of any Lien on other collateral, or any release or amendment
or waiver of or consent under or departure from any guarantee, securing or
guaranteeing all or any of the Obligations, or (d) any other circumstance
that might otherwise constitute a defense available to, or a discharge of,
any Grantor in respect of the Obligations or this Agreement.

         SECTION 7.03. Survival of Agreement. All covenants, agreements,
representations and warranties made by any Grantor herein and in the
certificates or other instruments prepared or delivered in connection with
or pursuant to this Agreement shall be considered to have been relied upon
by the Secured Parties and shall survive the making by the Lenders of the
Loans, and the execution and delivery to the Lenders of any notes
evidencing such Loans, regardless of any investigation made by the Lenders
or on their behalf, and shall continue in full force and effect until this
Agreement shall terminate.

         SECTION 7.04. Binding Effect; Several Agreement. This Agreement
shall become effective as to any Grantor when a counterpart hereof executed
on behalf of such Grantor shall have been delivered to the Collateral Agent
and a counterpart hereof shall have been executed on behalf of the
Collateral Agent, and thereafter shall be binding upon such Grantor and the
Collateral Agent and their respective successors and assigns, and shall
inure to the benefit of such Grantor, the Collateral Agent and the other
Secured Parties and their respective successors and assigns, except that no
Grantor shall have the right to assign or transfer its rights or
obligations hereunder or any interest herein or in the Collateral (and any
such assignment or transfer shall be void) except as expressly contemplated
by this Agreement or the Credit Agreement. This Agreement shall be
construed as a separate agreement with respect to each Grantor and may be
amended, modified, supplemented, waived or released with respect to any
Grantor without the approval of any other Grantor and without affecting the
obligations of any other Grantor hereunder.

         SECTION 7.05. Successors and Assigns. Whenever in this Agreement
any of the parties hereto is referred to, such reference shall be deemed to
include the successors and assigns of such party; and all covenants,
promises and agreements by or on behalf of any Grantor or the Collateral
Agent that are contained in this Agreement shall bind and inure to the
benefit of their respective successors and assigns.

         SECTION 7.06. Collateral Agent's Fees and Expenses;
Indemnification. (a) Each Grantor jointly and severally agrees to pay upon
demand to the Collateral Agent the amount of any and all reasonable
expenses, including the reasonable fees, disbursements and other charges of
its counsel and of any experts or agents, which the Collateral Agent may
incur in connection with (i) the administration of this Agreement
(including the customary fees and charges of the Collateral Agent for any
audits conducted by it or on its behalf with respect to the Accounts
Receivable or Inventory), (ii) the custody or preservation of, or the sale
of, collection from or other realization upon any of the Collateral, (iii)
the exercise, enforcement or protection of any of the rights of the
Collateral Agent hereunder or (iv) the failure of any Grantor to perform or
observe any of the provisions hereof.



                                      17
<PAGE>

         (b) Without limitation of its indemnification obligations under
the other Loan Documents, each Grantor jointly and severally agrees to
indemnify the Collateral Agent and the other Indemnitees against, and hold
each of them harmless from, any and all losses, claims, damages,
liabilities and related expenses, including reasonable fees, disbursements
and other charges of counsel, incurred by or asserted against any of them
arising out of, in any way connected with, or as a result of, the
execution, delivery or performance of this Agreement or any claim,
litigation, investigation or proceeding relating hereto or to the
Collateral, whether or not any Indemnitee is a party thereto; provided that
such indemnity shall not, as to any Indemnitee, be available to the extent
that such losses, claims, damages, liabilities or related expenses are
determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct
of such Indemnitee.

     (c) Any such amounts payable as provided hereunder shall be additional
Obligations secured hereby and by the other Security Documents. The provisions
of this Section 7.06 shall remain operative and in full force and effect
regardless of the termination of this Agreement or any other Loan Document, the
consummation of the transactions contemplated hereby, the repayment of any of
the Loans, the invalidity or unenforceability of any term or provision of this
Agreement or any other Loan Document, or any investigation made by or on behalf
of the Collateral Agent or any Lender. All amounts due under this Section 7.06
shall be payable on written demand therefor.

         SECTION 7.07. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

         SECTION 7.08. Waivers; Amendment. (a) No failure or delay of the
Collateral Agent in exercising any power or right hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of any such
right or power, or any abandonment or discontinuance of steps to enforce
such a right or power, preclude any other or further exercise thereof or
the exercise of any other right or power. The rights and remedies of the
Collateral Agent hereunder and of the Collateral Agent, the Issuing Bank,
the Administrative Agent and the Lenders under the other Loan Documents are
cumulative and are not exclusive of any rights or remedies that they would
otherwise have. No waiver of any provisions of this Agreement or any other
Loan Document or consent to any departure by any Grantor therefrom shall in
any event be effective unless the same shall be permitted by paragraph (b)
below, and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given. No notice to or
demand on any Grantor in any case shall entitle such Grantor or any other
Grantor to any other or further notice or demand in similar or other
circumstances.

         (b) Neither this Agreement nor any provision hereof may be waived,
amended or modified except pursuant to an agreement or agreements in
writing entered into by the Collateral Agent and the Grantor or Grantors
with respect to which such waiver, amendment or modification is to apply,
subject to any consent required in accordance with Section 9.02 of the
Credit Agreement.

         SECTION 7.09. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY
HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE
OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT
IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.09.



                                      18
<PAGE>

     SECTION 7.10. Severability. In the event any one or more of the provisions
contained in this Agreement should be held invalid, illegal or unenforceable in
any respect, the validity, legality and enforceability of the remaining
provisions contained herein shall not in any way be affected or impaired
thereby (it being understood that the invalidity of a particular provision in a
particular jurisdiction shall not in and of itself affect the validity of such
provision in any other jurisdiction). The parties shall endeavor in good-faith
negotiations to replace the invalid, illegal or unenforceable provisions with
valid provisions the economic effect of which comes as close as possible to
that of the invalid, illegal or unenforceable provisions.

     SECTION 7.11 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original but all of which when
taken together shall constitute but one contract (subject to Section 7.04), and
shall become effective as provided in Section 7.04. Delivery of an executed
signature page to this Agreement by facsimile transmission shall be effective
as delivery of a manually executed counterpart hereof.

     SECTION 7.12. Headings. Article and Section headings used herein are for
the purpose of reference only, are not part of this Agreement and are not to
affect the construction of, or to be taken into consideration in interpreting,
this Agreement.

     SECTION 7.13. Jurisdiction; Consent to Service of Process. (a) Each
Grantor hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any New York State court or
Federal court of the United States of America sitting in New York City, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement or the other Loan Documents, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court. Each of the parties hereto agrees that
a final judgment in any such action or proceeding shall be conclusive and may
be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law. Nothing in this Agreement shall affect any right that
the Collateral Agent, the Administrative Agent, the Issuing Bank or any Lender
may otherwise have to bring any action or proceeding relating to this Agreement
or the other Loan Documents against any Grantor or its properties in the courts
of any jurisdiction.

         (b) Each Grantor hereby irrevocably and unconditionally waives, to
the fullest extent it may legally and effectively do so, any objection
which it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Agreement or the
other Loan Documents in any New York State or Federal court. Each of the
parties hereto hereby irrevocably waives, to the fullest extent permitted
by law, the defense of an inconvenient forum to the maintenance of such
action or proceeding in any such court.

         (c) Each party to this Agreement irrevocably consents to service
of process in the manner provided for notices in Section 7.01. Nothing in
this Agreement will affect the right of any party to this Agreement to
serve process in any other manner permitted by law.

         SECTION 7.14. Termination. (a) This Agreement and the Security
Interest shall terminate when all the Obligations have been indefeasibly
paid in full, the Lenders have no further commitment to lend, the LC
Exposure has been reduced to zero and the Issuing Bank has no further
commitment to issue Letters of Credit under the Credit Agreement, at which
time the Collateral Agent shall execute and deliver to the Grantors, at the
Grantors' expense, all Uniform Commercial Code termination statements and
similar documents which the Grantors shall reasonably request to evidence
such termination. Any execution and delivery of termination statements or
documents pursuant to this whole of Section 7.14 shall be without recourse
to or warranty by the Collateral Agent. A Subsidiary Guarantor shall
automatically be released from its obligations hereunder and the Security
Interest in the Collateral of such Subsidiary Guarantor shall be
automatically released in the event that all the capital stock of such
Subsidiary Guarantor shall be sold, transferred or otherwise disposed of to
a person that is not an Affiliate of the Borrower in accordance with the
terms of the Credit Agreement; provided that the Required Lenders shall
have consented to such sale, transfer or other disposition (to the extent
required by the Credit Agreement) and the terms of such consent did not
provide otherwise.


                                      19
<PAGE>

         (b) Upon any sale or other transfer by any Grantor of any
Collateral that is permitted under the Credit Agreement to any Person that
is not a Grantor, or upon the effectiveness of any written consent to the
release of a security interest granted hereby in any Collateral pursuant to
the Credit Agreement, the security interest in such Collateral shall be
automatically released.

         SECTION 7.15. Additional Grantors. Upon execution and delivery by
the Collateral Agent and a Subsidiary of an instrument in the form of Annex
3 hereto, such Subsidiary shall become a Grantor hereunder with the same
force and effect as if originally named as a Grantor herein. The execution
and delivery of any such instrument shall not require the consent of any
Grantor hereunder. The rights and obligations of each Grantor hereunder
shall remain in full force and effect notwithstanding the addition of any
new Grantor as a party to this Agreement.

         SECTION 7.16. Compliance with Laws. Notwithstanding anything
herein which may be construed to the contrary, no action shall be taken by
any of the Collateral Agent and the Secured Parties with respect to the
Licenses or any license of the Federal Communications Commission ("FCC")
unless and until any required approval under the Federal Communications Act
of 1934, and any applicable rules and regulations thereunder, requiring the
consent to or approval of such action by the FCC or any governmental or
other authority, have been satisfied and, to the extent applicable, any
remedial action taken with respect to the Collateral or any Security
Interest granted therein by the Collateral Agent and the Secured Parties
shall be subject to other applicable laws.



         IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.

ALAMOSA (DELAWARE), INC.,

   by
        /s/  David E. Sharbutt
      -----------------------------------------------
      Name:
      Title:


ALAMOSA HOLDINGS, LLC.,

   by
        /s/  David E. Sharbutt
      -----------------------------------------------
      Name:
      Title:


EACH OF THE SUBSIDIARY
GUARANTORS LISTED ON SCHEDULE I
HERETO EXCEPT ALAMOSA LIMITED,
LLC,

   by
        /s/  David E. Sharbutt
      -----------------------------------------------
      Name:
      Title:  Authorized Officer


ALAMOSA LIMITED, LLC,

   by
        /s/  David E. Sharbutt
      -----------------------------------------------
      Name:
      Title:


CITICORP USA, INC., as Collateral Agent,

   by
        /s/  J. Douglas Harvey
      -----------------------------------------------
      Name:  J. Douglas Harvey
      Title: Authorized Officer

                                      20

<PAGE>
                                   SCHEDULE I

                           SUBSIDIARY GUARANTORS


Subsidiary Guarantor                              Address
-------------------------------------------------------------------------------
Texas Telecommunications, LP                      5225 S. Loop 289
                                                  Suite 120
                                                  Lubbock, Texas 79424

Alamosa Properties, L.P.                          5225 S. Loop 289
                                                  Suite 120
                                                  Lubbock, Texas 79424

Alamosa Wisconsin Limited Partnership             4797 West Grand Market Drive
                                                  Appleton, Wisconsin  54913

Alamosa (Wisconsin) Properties, LLC               4797 West Grand Market Drive
                                                  Appleton , Wisconsin  54913

Alamosa Delaware GP, LLC                          5225 S. Loop 289
                                                  Suite 120
                                                  Lubbock, Texas 79424

Alamosa Wisconsin GP, LLC                         4797 West Grand Market Drive
                                                  Appleton, Wisconsin  54913

Alamosa Finance, LLC                              5225 S. Loop 289
                                                  Suite 120
                                                  Lubbock, Texas 79424

Alamosa Limited, LLC                              200 West Ninth Street Plaza
                                                  Suite 102
                                                  Wilmington, Delaware 19801

Alamosa PCS, Inc.                                 5225 S. Loop 289
                                                  Suite 120
                                                  Lubbock, Texas 79424

Alamosa Holdings, LLC                             5225 S. Loop 289
                                                  Suite 120
                                                  Lubbock, Texas 79424

Roberts Wireless Communications L.L.C.            5225 S. Loop 289
                                                  Suite 120
                                                  Lubbock, Texas 79424

Roberts Wireless Properties L.L.C.                5225 S. Loop 289
                                                  Suite 120
                                                  Lubbock, Texas 79424

Washington Oregon Wireless, LLC                   5225 S. Loop 289
                                                  Suite 120
                                                  Lubbock, Texas 79424

Washington Oregon Wireless Properties, LLC        5225 S. Loop 289
                                                  Suite 120
                                                  Lubbock, Texas 79424

Washington Oregon Wireless Licenses, LLC          5225 S. Loop 289
                                                  Suite 120
                                                  Lubbock, Texas 79424

Southwest PCS, L.P.                               5225 S. Loop 289
                                                  Suite 120
                                                  Lubbock, Texas 79424

SWGP, LLC                                         5225 S. Loop 289
                                                  Suite 120
                                                  Lubbock, Texas 79424

SWLP, LLC                                         5225 S. Loop 289
                                                  Suite 120
                                                  Lubbock, Texas 79424

Southwest PCS Properties, LLC                     5225 S. Loop 289
                                                  Suite 120
                                                  Lubbock, Texas 79424

Southwest PCS Licenses, LLC                       5225 S. Loop 289
                                                  Suite 120
                                                  Lubbock, Texas 79424

                                      21
<PAGE>

SCHEDULE II

                                   COPYRIGHTS




                                    NONE




SCHEDULE III

                                  LICENSES



                                    NONE


SCHEDULE IV


                                  PATENTS


                                    NONE


SCHEDULE V


                                 TRADEMARKS

                                    NONE


                                      22
<PAGE>

                                 Annex 1 to the
                               Security Agreement

                        [FORM OF] PERFECTION CERTIFICATE


     Reference is made to the Amended and Restated Credit Agreement dated as of
February 14, 2001, as amended and restated as of March 30, 2001 (as amended,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
among Alamosa Holdings, Inc., a Delaware corporation ("Superholdings"), Alamosa
(Delaware), Inc., a Delaware corporation ("Alamosa Delaware"), Alamosa
Holdings, LLC, a Delaware limited liability company (the "Borrower"), the
lenders from time to time party thereto (the "Lenders"), Export Development
Corporation, as Co-Documentation Agent, First Union National Bank, as
Documentation Agent, Toronto Dominion (Texas), Inc., as Syndication Agent and
Citicorp USA, Inc., as Administrative Agent and Collateral Agent for the
Lenders (in such capacity, the "Administrative Agent"). Capitalized terms used
but not defined herein have the meanings assigned in the Credit Agreement or
the Security Agreement referred to therein, as applicable.

The undersigned, a Financial Officer and a Legal Officer, respectively, of
the Borrower, hereby certify to the Collateral Agent and each other Secured
Party as follows:

1. Names.

     (a) The exact corporate name of each Grantor, as such name appears in its
respective certificate of incorporation, is as follows:

     (b) Set forth below is each other corporate name each Grantor has had in
the past five years, together with the date of the relevant change:

     (c) Except as set forth in Schedule 1 hereto, no Grantor has changed its
identity or corporate structure in any way within the past five years. Changes
in identity or corporate structure would include mergers, consolidations and
acquisitions, as well as any change in the form, nature or jurisdiction of
corporate organization. If any such change has occurred, include in Schedule 1
the information required by Sections 1 and 2 of this certificate as to each
acquiree or constituent party to a merger or consolidation.

     (d) The following is a list of all other names (including trade names or
similar appellations) used by each Grantor or any of its divisions or other
business units in connection with the conduct of its business or the ownership
of its properties at any time during the past five years:

     (e) Set forth below is the Federal Taxpayer Identification Number of each
Grantor:

2. Current Locations.

     (a) The chief executive office of each Grantor is located at the address
set forth opposite its name below:


   Grantor            Mailing Address           County               State
   -------            ---------------           ------               -----


(b) Set forth below opposite the name of each Grantor are all locations
where such Grantor maintains any books or records relating to any Accounts
Receivable (with each location at which chattel paper, if any, is kept
being indicated by an "*"):


   Grantor            Mailing Address           County               State
   -------            ---------------           ------               -----




                                      23
<PAGE>

(c) Set forth below opposite the name of each Grantor are all the locations
where such Grantor maintains any Equipment or other Collateral not
identified above:


   Grantor            Mailing Address           County               State
   -------            ---------------           ------               -----


(d) Set forth below opposite the name of each Grantor are all the places of
business of such Grantor not identified in paragraph (a), (b) or (c) above:


   Grantor            Mailing Address           County               State
   -------            ---------------           ------               -----


(e) Set forth below opposite the name of each Grantor are the names and
addresses of all Persons other than such Grantor that have possession of
any of the Collateral of such Grantor:


   Grantor            Mailing Address           County               State
   -------            ---------------           ------               -----

3. Unusual Transactions. All Accounts Receivable have been originated by
the Grantors and all Inventory has been acquired by the Grantors in the
ordinary course of business.

4. File Search Reports. File search reports have been obtained from each
Uniform Commercial Code filing office identified with respect to such
Grantor in Section 2 hereof, and such search reports reflect no liens
against any of the Collateral other than those permitted under the Credit
Agreement.

5. UCC Filings. Duly signed financing statements on Form UCC- 1 in
substantially the form of Schedule 5 hereto have been prepared for filing
in the Uniform Commercial Code filing office in each jurisdiction
identified with respect to such Grantor in Section 2 hereof.

6. Schedule of Filings. Attached hereto as Schedule 6 is a schedule setting
forth, with respect to the filings described in Section 5 above, each
filing and the filing office in which such filing is to be made.

7. Stock Ownership and other Equity Interests. Attached hereto as Schedule
7 is a true and correct list of all the issued and outstanding stock,
partnership interests, limited liability company membership interests or
other equity interest of the Borrower and each Subsidiary and the record
and beneficial owners of such stock, partnership interests, membership
interests or other equity interests. Also set forth on Schedule 7 is each
equity investment of the Borrower or any Subsidiary that represents 50% or
less of the equity of the entity in which such investment was made.

8. Debt Instruments. Attached hereto as Schedule 8 is a true and correct
list of all promissory notes and other evidence of indebtedness held by the
Borrower and each Subsidiary that are required to be pledged under the
Pledge Agreement, including all intercompany notes between the Borrower and
each Subsidiary of the Borrower and each Subsidiary of the Borrower and
each other such Subsidiary.



                                      24
<PAGE>

9. Advances. Attached hereto as Schedule 9 is (a) a true and correct list
of all advances made by the Borrower to any Subsidiary of the Borrower or
made by any Subsidiary of the Borrower to the Borrower or to any other
Subsidiary of the Borrower (other than those identified on Schedule 8),
which advances will be on and after the date hereof evidenced by one or
more intercompany notes pledged to the Collateral Agent under the Pledge
Agreement and (b) a true and correct list of all unpaid intercompany
transfers of goods sold and delivered by or to the Borrower or any
Subsidiary of the Borrower.

10. Mortgage Filings. Attached hereto as Schedule 10 is a schedule setting
forth, with respect to each Mortgaged Property, (a) the exact name of the
Person that owns such property as such name appears in its certificate of
incorporation or other organizational document, (b) if different from the name
identified pursuant to clause (a), the exact name of the current record owner
of such property reflected in the records of the filing office for such
property identified pursuant to the following clause and (c) the filing office
in which a Mortgage with respect to such property must be filed or recorded in
order for the Collateral Agent to obtain a perfected security interest therein.

11. Intellectual Property. Attached hereto as Schedule 11(A) in proper form
for filing with the United States Patent and Trademark Office is a schedule
setting forth all of each Grantor's Patents, Patent Licenses, Trademarks
and Trademark Licenses, including the name of the registered owner, the
registration number and the expiration date of each Patent, Patent License,
Trademark and Trademark License owned by any Grantor. Attached hereto as
Schedule 11(B) in proper form for filing with the United States Copyright
Office is a schedule setting forth all of each Grantor's Copyrights and
Copyright Licenses, including the name of the registered owner, the
registration number and the expiration date of each Copyright or Copyright
License owned by any Grantor.


IN WITNESS WHEREOF, the undersigned have duly executed this certificate on
this 14th day of February, 2001.

                                         [          ],

                                             by
                                                -------------------
                                                Name:
                                                Title:[Financial Officer]


                                             by
                                                -------------------
                                                Name:
                                                Title:[Legal Officer]

                                      25


<PAGE>



                                 Annex 2 to the
                    Amended and Restated Security Agreement

     SUPPLEMENT NO. __ dated as of          , to the Amended and Restated
Security Agreement dated as of February 14, 2001, as amended and restated as of
March 30, 2001, among Alamosa (Delaware), Inc., a Delaware corporation
("Alamosa Delaware"), Alamosa Holdings, LLC, a Delaware limited liability
company (the "Borrower"), each subsidiary of Alamosa Delaware listed on
Schedule I thereto (each such subsidiary individually a "Subsidiary Guarantor"
and collectively, the "Subsidiary Guarantors"; the Subsidiary Guarantors,
Alamosa Delaware and the Borrower are referred to collectively herein as the
"Grantors") and CITICORP USA, INC., a New York banking corporation
("Citicorp"), as collateral agent (in such capacity, the "Collateral Agent")
for the Secured Parties (as defined herein).

     A. Reference is made to (a) the Amended and Restated Credit Agreement
dated as of February 14, 2001, as amended and restated as of March 30, 2001 (as
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among Alamosa Holdings, Inc. ("Superholdings"), Alamosa Delaware,
the Borrower, the lenders from time to time party thereto (the "Lenders"),
Export Development Corporation, as Co-Documentation Agent, First Union National
Bank, as Documentation Agent, Toronto Dominion (Texas), Inc., as Syndication
Agent and Citicorp, as administrative agent for the Lenders (in such capacity,
the "Administrative Agent"), Collateral Agent and issuing bank (in such
capacity, the "Issuing Bank") and (b) the Amended and Restated Guarantee
Agreement dated as of February 14, 2001 as amended and restated as of March 30,
2001, (as amended, supplemented or otherwise modified from time to time, the
"Guarantee Agreement"), among Superholdings, APCS, Alamosa Delaware, the
Subsidiary Guarantors and the Collateral Agent.

     B. Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to such terms in the Security Agreement and the
Credit Agreement.

     C. The Grantors have entered into the Security Agreement in order to
induce the Lenders to make Loans and the Issuing Bank to issue Letters of
Credit. Section 7.15 of Security Agreement provides that additional
Subsidiaries of the Borrower may become Grantors under the Security Agreement
by execution and delivery of an instrument in the form of this Supplement. The
undersigned Subsidiary (the "New Grantor") is executing this Supplement in
accordance with the requirements of the Credit Agreement to become a Grantor
under the Security Agreement in order to induce the Lenders to make additional
Loans and the Issuing Bank to issue additional Letters of Credit and as
consideration for Loans previously made and Letters of Credit previously
issued.

         Accordingly, the Collateral Agent and the New Grantor agree as
follows:

         SECTION 1. In accordance with Section 7.15 of the Security
Agreement, the New Grantor by its signature below becomes a Grantor under
the Security Agreement with the same force and effect as if originally
named therein as a Grantor and the New Grantor hereby (a) agrees to all the
terms and provisions of the Security Agreement applicable to it as a
Grantor thereunder and (b) represents and warrants that the representations
and warranties made by it as a Grantor thereunder are true and correct on
and as of the date hereof. In furtherance of the foregoing, the New
Grantor, as security for the payment and performance in full of the
Obligations (as defined in the Security Agreement and subject to the
proviso of Section 2.01 of the Security Agreement), does hereby create and
grant to the Collateral Agent, its successors and assigns, for the benefit
of the Secured Parties, their successors and assigns, a security interest
in and lien on all of the New Grantor's right, title and interest in and to
the Collateral (as defined in the Security Agreement) of the New Grantor.
Each reference to a "Grantor" in the Security Agreement shall be deemed to
include the New Grantor. The Security Agreement is hereby incorporated
herein by reference.



                                      26
<PAGE>

         SECTION 2. The New Grantor represents and warrants to the
Collateral Agent and the other Secured Parties that this Supplement has
been duly authorized, executed and delivered by it and constitutes its
legal, valid and binding obligation, enforceable against it in accordance
with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors' rights
generally and subject to general principles of equity, regardless of
whether considered in a proceeding in equity or at law.

         SECTION 3. This Supplement may be executed in counterparts (and by
different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall
constitute a single contract. This Supplement shall become effective when
the Collateral Agent shall have received counterparts of this Supplement
that, when taken together, bear the signatures of the New Grantor and the
Collateral Agent. Delivery of an executed signature page to this Supplement
by facsimile transmission shall be as effective as delivery of a manually
signed counterpart of this Supplement.

         SECTION 4. The New Grantor hereby represents and warrants that (a)
set forth on Schedule I attached hereto is a true and correct schedule of
the location of any and all Collateral of the New Grantor and (b) set forth
under its signature hereto, is the true and correct location of the chief
executive office of the New Grantor, each as of the date hereof.

         SECTION 5. Except as expressly supplemented hereby, the Security
Agreement shall remain in full force and effect.

         SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

         SECTION 7. In case any one or more of the provisions contained in
this Supplement should be held invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining
provisions contained herein and in the Security Agreement shall not in any
way be affected or impaired thereby (it being understood that the
invalidity of a particular provision in a particular jurisdiction shall not
in and of itself affect the validity of such provision in any other
jurisdiction). The parties hereto shall endeavor in good-faith negotiations
to replace the invalid, illegal or unenforceable provisions with valid
provisions the economic effect of which comes as close as possible to that
of the invalid, illegal or unenforceable provisions.

         SECTION 8. All communications and notices hereunder shall be in
writing and given as provided in Section 7.01 of the Security Agreement.
All communications and notices hereunder to the New Grantor shall be given
to it at the address set forth under its signature below.

         SECTION 9. The New Grantor agrees to reimburse the Collateral
Agent for its reasonable out- of-pocket expenses in connection with this
Supplement, including the reasonable fees, other charges and disbursements
of counsel for the Collateral Agent.



                  IN WITNESS WHEREOF, the New Grantor and the Collateral
Agent have duly executed this Supplement to the Security Agreement as of
the day and year first above written.


                                    [Name Of New Grantor],

                                    by
                                      ----------------------
                                       Name:
                                       Title:
                                       Address:


                                    CITICORP USA, INC., as Collateral Agent,

                                    by
                                      ----------------------
                                       Name:
                                       Title:





                                      27
<PAGE>

                                                    to Supplement No.___ to the
                                                             Security Agreement





                           LOCATION OF COLLATERAL



Description                                                   Location
-----------                                                   --------

                                       28
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.25
<SEQUENCE>8
<FILENAME>file008.txt
<DESCRIPTION>AMENDED AND RESTATED PLEDGE AGREEMENT
<TEXT>


<PAGE>

                                                              Exhibit 10.25
                                                              -------------

                                                                  Execution Copy




                             AMENDED AND RESTATED PLEDGE AGREEMENT dated as of
                           February 14, 2001 (this "Agreement"), as amended and
                           restated as of March 30, 2001, among Alamosa
                           (Delaware), Inc., a Delaware corporation ("Alamosa
                           Delaware"), Alamosa Holdings, LLC, a Delaware limited
                           liability company (the "Borrower"), each Subsidiary
                           of Alamosa Delaware listed on Schedule I hereto (each
                           such Subsidiary individually a "Subsidiary Pledgor"
                           and collectively, the "Subsidiary Pledgors"; the
                           Borrower, Alamosa Delaware and the Subsidiary
                           Pledgors are referred to collectively herein as the
                           "Pledgors") and Citicorp USA, Inc., a New York
                           banking corporation ("Citicorp"), as collateral agent
                           (in such capacity, the "Collateral Agent") for the
                           Secured Parties (as defined in the Credit Agreement
                           referred to below).

       Reference is made to (a) the Amended and Restated Credit Agreement dated
as of February 14, 2001, as amended and restated as of March 30, 2001 (as
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among Alamosa Holdings, Inc. ("Superholdings"), Alamosa Delaware,
the Borrower, the lenders from time to time party thereto (the "Lenders"),
Export Development Corporation, as Co-Documentation Agent, First Union National
Bank, as Documentation Agent, Toronto Dominion (Texas), Inc., as Syndication
Agent and Citicorp, as administrative agent for the Lenders, Collateral Agent
and issuing bank (in such capacity, the "Issuing Bank"), (b) the Amended and
Restated Guarantee Agreement dated as of February 14, 2001, as amended and
restated as of March 30, 2001 (as amended, supplemented or otherwise modified
from time to time, the "Guarantee Agreement"), among Superholdings, APCS,
Alamosa Delaware, the Subsidiary Pledgors and the Collateral Agent.

       The Lenders have agreed to make Loans to the Borrower and the Issuing
Bank has agreed to issue Letters of Credit for the account of the Borrower,
pursuant to, and upon the terms and subject to the conditions


                                     Page 1

<PAGE>
specified in, the Credit Agreement. Superholdings, APCS, Alamosa Delaware and
the Subsidiary Guarantors (as defined in the Security Agreement), have agreed to
guarantee, among other things, all the obligations of the Borrower under the
Credit Agreement. The obligations of the Lenders to make Loans and of the
Issuing Bank to issue Letters of Credit are conditioned upon, among other
things, the execution and delivery by the Pledgors of a Pledge Agreement in the
form hereof to secure (a) the due and punctual payment by the Borrower of (i)
the principal of and premium, if any, and interest (including interest accruing
during the pendency of any bankruptcy, insolvency, receivership or other similar
proceeding, regardless of whether allowed or allowable in such proceeding) on
the Loans, when and as due, whether at maturity, by acceleration, upon one or
more dates set for prepayment or otherwise, (ii) each payment required to be
made by the Borrower under the Credit Agreement in respect of any Letter of
Credit, when and as due, including payments in respect of reimbursement of
disbursements, interest thereon and obligations to provide cash collateral and
(iii) all other monetary obligations, including fees, costs, expenses and
indemnities, whether primary, secondary, direct, contingent, fixed or otherwise
(including monetary obligations incurred during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether
allowed or allowable in such proceeding), of the Borrower to the Secured Parties
under the Credit Agreement or the other Loan Documents, (b) the due and punctual
performance of all covenants, agreements, obligations and liabilities of the
Borrower under or pursuant to the Credit Agreement or the other Loan Documents,
(c) the due and punctual payment and performance of all covenants, agreements,
obligations and liabilities of Superholdings, APCS, Alamosa Delaware and each
Subsidiary Pledgor under or pursuant to this Agreement or the other Loan
Documents, including the guarantee obligations of Loan Parties other than the
Borrower under the Guarantee Agreement and (d) the due and punctual payment and
performance of all obligations of the Loan Parties under each Hedging Agreement
entered into with any counterparty that was a Lender (or an Affiliate of a
Lender) at the time such Hedging Agreement was entered into in accordance with
Section 5.14 of the Credit Agreement (or on the Original Effective Date, in the
case of any such Hedging Agreement existing on such date) (all the monetary and
other obligations referred to in the preceding clauses (a) through (d) being
referred to collectively as the "Obligations"). Capitalized terms used herein
and not defined herein shall have meanings assigned to such terms in the Credit
Agreement.

       In connection with the amendment and restatement of the Credit Agreement,
the parties hereto desire to amend and restate, in the form

                                     Page 2
<PAGE>
of this Agreement,
the Pledge Agreement dated as of February 14, 2001, among the Pledgors party
thereto and the Collateral Agents.

       Accordingly, the Pledgors and the Collateral Agent, on behalf of itself
and each Secured Party (and each of their respective successors or assigns),
hereby agree as follows:

       SECTION 1. Pledge. As security for the payment and performance, as the
case may be, in full of the Obligations, each Pledgor hereby transfers, grants,
bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the
Collateral Agent, its successors and assigns, and hereby grants to the
Collateral Agent, its successors and assigns, for the ratable benefit of the
Secured Parties, a security interest in all of the Pledgor's right, title and
interest in, to and under (a) the shares of Capital Stock owned by it and listed
on Schedule II hereto and any shares of Capital Stock of the Borrower or any
Subsidiary obtained in the future by the Pledgor and the certificates
representing all such shares (the "Pledged Stock"); provided, however, that the
Pledged Stock shall not include more than 65% of the issued and outstanding
shares of stock of any Foreign Subsidiary; (b)(i) the debt securities listed
opposite the name of the Pledgor on Schedule II hereto, (ii) any debt
securities, instruments or obligations in the future issued to the Pledgor and
(iii) the promissory notes and any other instruments evidencing such debt
securities (the "Pledged Debt Securities"); (c) all other securities and
instruments that may be delivered to and held by the Collateral Agent pursuant
to the terms hereof; (d) subject to Section 5, all payments of principal or
interest, dividends, cash, instruments and other property from time to time
received, receivable or otherwise distributed, in respect of, in exchange for or
upon the conversion of the securities and instruments referred to in clauses (a)
and (b) above; (e) subject to Section 5, all rights and privileges of the
Pledgor with respect to the securities and other property referred to in clauses
(a), (b), (c) and (d) above; and (f) all proceeds of any of the foregoing (the
items referred to in clauses (a) through (f) above being collectively referred
to as the "Collateral"); provided further, that (i) the Roberts Obligations
shall be secured only by the Roberts Collateral, (ii) the WOW Obligations shall
be secured only by the WOW Collateral and (iii) the Southwest Obligations shall
be secured only by the Southwest Collateral (it being understood that the
Roberts Collateral, the WOW Collateral and the Southwest Collateral shall also
secure all General Obligations) and provided further that any Collateral that is
neither Roberts Collateral nor WOW Collateral nor Southwest Collateral shall
only secure the General Obligations. Upon delivery to the Collateral Agent,

                                     Page 3
<PAGE>

(a)
any stock certificates, notes or other securities now or hereafter included in
the Collateral (the "Pledged Securities") shall be accompanied by stock powers
duly executed in blank or other instruments of transfer satisfactory to the
Collateral Agent and by such other instruments and documents as the Collateral
Agent may reasonably request and (b) all other property comprising part of the
Collateral shall be accompanied by proper instruments of assignment duly
executed by the applicable Pledgor and such other instruments or documents as
the Collateral Agent may reasonably request. Each delivery of Pledged Securities
shall be accompanied by a schedule describing the securities theretofore and
then being pledged hereunder, which schedule shall be attached hereto as
Schedule II and made a part hereof. Each schedule so delivered shall supersede
any prior schedules so delivered. For the purposes of this Agreement:

       "General Obligations" means all Obligations other than Roberts
Obligations, WOW Obligations and Southwest Obligations;

       "Roberts" means Roberts Wireless Communications, L.L.C., a Missouri
limited liability company;

       "Roberts Collateral" means that portion of the Collateral that was,
immediately prior to the Original Effective Date, subject to a Lien created
pursuant to the Roberts Security Documents or that would, on or after the
Original Effective Date, have been collateral subject to a Lien created pursuant
to the Roberts Security Documents in accordance with the provisions thereof
(including with respect to after acquired property), as if the Roberts Security
Documents had remained in effect on and after the Original Effective Date, but
shall not in any event include any property or assets other than (i) Equity
Interests in Roberts and (ii) property and assets owned by Roberts and its
subsidiaries;

       "Roberts Credit Agreement" means the Credit Agreement dated as of
September 8, 1999, among Roberts, certain lenders party thereto, State Street
Bank and Trust Company, as collateral agent, and Lucent Technologies Inc., as
administrative agent, as amended and in effect immediately prior to the Original
Effective Date;

       "Roberts Obligations" means Obligations consisting of (i) the Borrower's
obligation to pay (x) the principal amount of Roberts Term Loans as evidenced by
the account entries kept by the Administrative Agent, pursuant to Section 2.08
of the Credit Agreement and (y) interest (including interest accruing during the
pendency of any bankruptcy, insolvency, receivership or other similar
proceeding, regardless of whether allowed or allowable in such a proceeding),
fees, indemnities, cost

                                     Page 4
<PAGE>

 reimbursements and similar amounts directly attributable
to the principal amounts of Roberts Term Loans and (ii) each other Loan Party's
obligations under the Guarantee Agreement in respect of its guarantee of the
obligations referred to in clause (i) above;

       "Roberts Security Documents" means collectively, (i) the Security
Agreement dated as of September 8, 1999, among Roberts, Roberts Wireless
Properties, L.L.C., and State Street Bank and Trust Company, as collateral
agent, (ii) the Pledge Agreement dated as of September 8, 1999, between Roberts
and State Street Bank and Trust Company, as collateral agent, (iii) the Pledge
Agreement dated as of September 8, 1999, among Michael V. Roberts, Steven C.
Roberts and State Street Bank and Trust Company, as collateral agent, and (iv)
the Collateral Assignment of Leases dated as of August 31, 1999, between Roberts
and State Street Bank and Trust Company, as collateral agent, together in each
case with all documents, financing statements, filings, recordations,
instruments and agreements executed, delivered, filed or recorded pursuant to or
in connection with any of the foregoing, in each case as amended, supplemented
and in effect immediately prior to the Original Effective Date;

       "Roberts Term Loans" means $20,000,000 principal amount of Term Loans as
evidenced by the account entries kept by the Administrative Agent, pursuant to
Section 2.08 of the Credit Agreement made on the Original Effective Date the
proceeds of which(together with the proceeds of other Loans) were utilized to
repay outstanding Indebtedness under the Roberts Credit Agreement;

       "Southwest" means Southwest PCS, L.P., an Oklahoma limited partnership;

       "Southwest Collateral" means that portion of the Collateral that was,
immediately prior to the Restatement Effective Date, subject to a Lien created
pursuant to the Southwest Security Documents or that would, on or after the
Restatement Effective Date, have been collateral subject to a Lien created
pursuant to the Southwest Security Documents in accordance with the provisions
thereof (including with respect to after acquired property), assuming the
Southwest Security Documents had remained in effect on and after the Restatement
Effective Date, but shall not in any event include any property or assets other
than (i) Equity Interests in Southwest and (ii) property and assets owned by
Southwest and its subsidiaries;

       "Southwest Credit Agreement" means the Credit Agreement dated as of April
30, 1999, as and amended and restated as of September 22, 2000, among Southwest,
certain lenders party thereto and BNP Paribas, as collateral agent, as amended
and in effect immediately prior to the


                                     Page 5
<PAGE>

Restatement Effective Date;

       "Southwest Obligations" means Obligations consisting of (i) the
Borrower's obligation to pay (x) the principal amount of the Southwest Term
Loans as evidenced by the account entries kept by the Administrative Agent,
pursuant to Section 2.08 of the Credit Agreement and (y) interest (including
interest accruing during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such a proceeding), fees, indemnities, cost reimbursements and
similar amounts directly attributable to the principal amounts of the Southwest
Term Loans and (ii) each other Loan Party's obligations under the Guarantee
Agreement in respect of its guarantee of the obligations referred to in clause
(i) above;

       "Southwest Security Documents" means, collectively, (i) the Security
Agreement dated as of April 30, 1999, between Southwest and BNP Paribas, as
collateral agent and (ii) the Partnership and LLC Pledge Agreements, each dated
as of April 30, 1999, between the pledgors party thereto and BNP Paribas, as
collateral agent together in each case with all documents, financing statements,
filings, recordations, instruments and agreements executed, delivered, filed or
recorded pursuant to or in connection with any of the foregoing, in each case as
amended, supplemented and in effect immediately prior to the Restatement
Effective Date;

       "Southwest Term Loans" means $53,000,000 principal amount of Term Loans
as evidenced by the account entries kept by the Administrative Agent, pursuant
to Section 2.08 of the Credit Agreement made on the Restatement Effective Date
the proceeds of which were utilized to repay outstanding Indebtedness under the
Southwest Credit Agreement;

       "WOW" means Washington Oregon Wireless, LLC, an Oregon limited liability
company;

       "WOW Collateral" means that portion of the Collateral that was,
immediately prior to the Original Effective Date, subject to a Lien created
pursuant to WOW Security Documents or that would, on or after the Original
Effective Date, have been collateral subject to a Lien created pursuant to the
WOW Security Documents in accordance with the provisions thereof (including with
respect to after acquired property), assuming the WOW Security Documents had
remained in effect on and after the Original Effective Date, but shall not in
any event include any property or assets other than (i) Equity Interests in WOW
and (ii) property and assets owned by WOW and its subsidiaries;

       "WOW Credit Agreement" means the Credit Agreement dated as of April 12,
2000, among WOW, the lender or lenders party thereto, and CoBank, ACB, as
administrative agent, as amended and in effect immediately prior



                                     Page 6
<PAGE>

to the Original Effective Date;

       "WOW Obligations" means Obligations consisting of (i) the Borrower's
obligation to pay (x) the principal amount of WOW Term Loans as evidenced by the
account entries kept by the Administrative Agent, pursuant to Section 2.08 of
the Credit Agreement and (y) interest (including interest accruing during the
pendency of any bankruptcy, insolvency, receivership or other similar
proceeding, regardless of whether allowed or allowable in such a proceeding),
fees, indemnities, cost reimbursements and similar amounts directly attributable
to the principal amounts of WOW Term Loans and (ii) each other Loan Party's
obligations under the Guarantee Agreement in respect of its guarantee of the
obligations referred to in clause (i) above;

       "WOW Security Documents" means collectively, (i) the Security Agreement
dated as of April 12, 2000, made by WOW in favor of CoBank, ACB, as
administrative agent, (ii) the Collateral Assignment of Sprint Agreements dated
as of April 12, 2000, between WOW and CoBank, ACB, as administrative agent,
(iii) the Collateral Assignment of Sales Agreement dated as of April 12, 2000,
between WOW and CoBank, ACB, as administrative agent, (iv) the several
Membership Interests Pledge Agreements, each dated as of April 12, 2000, between
CoBank, ACB, as administrative agent, and the several owners of the Equity
Interest in WOW and (v) the Collateral Assignments and Mortgages of Leases and
Licenses, each dated as of April 12, 2000, between WOW and CoBank, ACB, as
administrative agent, together in each case with all documents, financing
statements, filings, recordations, instruments and agreements executed,
delivered, filed or recorded pursuant to or in connection with any of the
foregoing, in each case as amended, supplemented and in effect immediately prior
to the Original Effective Date; and

       "WOW Term Loans" means $10,000,000 principal amount of Term Loans as
evidenced by the account entries kept by the Administrative Agent, pursuant to
Section 2.08 of the Credit Agreement made on the Original Effective Date the
proceeds of which (together with the proceeds of other Loans) were utilized to
repay outstanding Indebtedness under the WOW Credit Agreement.

       TO HAVE AND TO HOLD the Collateral, together with all right, title,
interest, powers, privileges and preferences pertaining or incidental thereto,
unto the Collateral Agent, its successors and assigns, for the ratable benefit
of the Secured Parties, forever; subject, however, to the terms, covenants and
conditions hereinafter set forth.



                                     Page 7
<PAGE>

       SECTION 2. Delivery of the Collateral. (a) Each Pledgor agrees promptly
to deliver or cause to be delivered to the Collateral Agent any and all Pledged
Securities, and any and all certificates or other instruments or documents
representing the Collateral.

       (b) Each Pledgor will cause any Indebtedness for borrowed money owed to
the Pledgor by any person that is evidenced by a duly executed promissory note
to be pledged and delivered to the Collateral Agent pursuant to the terms
thereof.

       SECTION 3. Representations, Warranties and Covenants. Each Pledgor hereby
represents, warrants and covenants, as to itself and the Collateral pledged by
it hereunder, to and with the Collateral Agent that:

                  (a) as of the Restatement Effective Date, the Pledged Stock
         represents that percentage as set forth on Schedule II of the issued
         and outstanding shares of each class of the Capital Stock of the issuer
         with respect thereto;

                  (b) except for the security interest granted hereunder, the
         Pledgor (i) is and will at all times continue to be the direct owner,
         beneficially and of record, of the Pledged Securities indicated on
         Schedule II, (ii) holds the same free and clear of all Liens, (iii)
         will make no assignment, pledge, hypothecation or transfer of, or
         create or permit to exist any security interest in or other Lien on,
         the Collateral, other than pursuant hereto, and (iv) subject to Section
         5, will cause any and all Collateral, whether for value paid by the
         Pledgor or otherwise, to be forthwith deposited with the Collateral
         Agent and pledged or assigned hereunder subject to release in
         accordance with the terms hereof;

                  (c) the Pledgor (i) has the power and authority to pledge the
         Collateral in the manner hereby done or contemplated and (ii) will
         defend its title or interest thereto or therein against any and all
         Liens (other than the Lien created by this Agreement), however arising,
         of all persons whomsoever;

                  (d) no consent of any other person (including stockholders or
         creditors of any Pledgor) and no consent or approval of any
         Governmental Authority or any securities exchange was or is necessary
         to the validity of the pledge effected hereby;

                  (e) by virtue of the execution and delivery by the Pledgors of
         this Agreement, when the Pledged Securities, certificates or other
         documents representing or evidencing the Collateral are delivered to
         the Collateral Agent in accordance



                                     Page 8
<PAGE>

         with this Agreement, the Collateral
         Agent will obtain a valid and perfected first lien upon and security
         interest in such Pledged Securities as security for the payment and
         performance of the Obligations;

                  (f) the pledge effected hereby is effective to vest in the
         Collateral Agent, on behalf of the Secured Parties, the rights of the
         Collateral Agent in the Collateral as set forth herein;

                  (g) all of the Pledged Stock has been duly authorized and
         validly issued and is fully paid and nonassessable;

                  (h) all information set forth herein relating to the
         Pledged Stock is accurate and complete in all material respects as
         of the date hereof; and

                  (i) the pledge of the Pledged Stock pursuant to this Agreement
         does not violate Regulation T, U or X of the Federal Reserve Board or
         any successor thereto as of the date hereof.

         SECTION 4. Registration in Nominee Name; Denominations. The Collateral
Agent, on behalf of the Secured Parties, shall have the right (in its sole and
absolute discretion) to hold the Pledged Securities in its own name as pledgee,
the name of its nominee (as pledgee) or the name of the Pledgors, endorsed or
assigned in blank or in favor of the Collateral Agent. Each Pledgor will
promptly give to the Collateral Agent copies of any notices or other
communications received by it with respect to Pledged Securities registered in
the name of such Pledgor. The Collateral Agent shall at all times have the right
to exchange the certificates representing Pledged Securities for certificates of
smaller or larger denominations for any purpose consistent with this Agreement.

         SECTION 5. Voting Rights; Dividends and Interest, etc. (a) Unless
and until an Event of Default shall have occurred and be continuing:

                  (i) Each Pledgor shall be entitled to exercise any and all
         voting and/or other consensual rights and powers inuring to an owner of
         Pledged Securities or any part thereof for any purpose consistent with
         the terms of this Agreement, the Credit Agreement and the other Loan
         Documents; provided, however, that such Pledgor will not be entitled to
         exercise any such right if the result thereof could materially and
         adversely affect the rights inuring to a holder of the Pledged
         Securities or the rights and remedies of any of the Secured Parties
         under this Agreement or the Credit Agreement or any other Loan Document
         or the ability of the



                                     Page 9
<PAGE>

         Secured Parties to exercise the same.

                  (ii) The Collateral Agent shall execute and deliver to each
         Pledgor, or cause to be executed and delivered to each Pledgor, all
         such proxies, powers of attorney and other instruments as such Pledgor
         may reasonably request for the purpose of enabling such Pledgor to
         exercise the voting and/or consensual rights and powers it is entitled
         to exercise pursuant to subparagraph (i) above and to receive the cash
         dividends it is entitled to receive pursuant to subparagraph (iii)
         below.

                  (iii) Each Pledgor shall be entitled to receive and retain any
         and all cash dividends, interest and principal paid on the Pledged
         Securities to the extent and only to the extent that such cash
         dividends, interest and principal are not prohibited by, and otherwise
         paid in accordance with, the terms and conditions of the Credit
         Agreement, the other Loan Documents and applicable laws. All noncash
         dividends, interest and principal, and all dividends, interest and
         principal paid or payable in cash or otherwise in connection with a
         partial or total liquidation or dissolution, return of capital, capital
         surplus or paid-in surplus, and all other distributions (other than
         distributions referred to in the preceding sentence) made on or in
         respect of the Pledged Securities, whether paid or payable in cash or
         otherwise, whether resulting from a subdivision, combination or
         reclassification of the outstanding capital stock of the issuer of any
         Pledged Securities or received in exchange for Pledged Securities or
         any part thereof, or in redemption thereof, or as a result of any
         merger, consolidation, acquisition or other exchange of assets to which
         such issuer may be a party or otherwise, shall be and become part of
         the Collateral, and, if received by any Pledgor, shall not be
         commingled by such Pledgor with any of its other funds or property but
         shall be held separate and apart therefrom, shall be held in trust for
         the benefit of the Collateral Agent and shall be forthwith delivered to
         the Collateral Agent in the same form as so received (with any
         necessary endorsement).

         (b) Upon the occurrence and during the continuance of an Event of
Default, all rights of any Pledgor to dividends, interest or principal that such
Pledgor is authorized to receive pursuant to paragraph (a)(iii) above shall
cease, and all such rights shall thereupon become vested in the Collateral
Agent, which shall have the sole and exclusive right and authority to receive
and retain such dividends, interest or principal. All dividends, interest or
principal received by the Pledgor contrary to the



                                     Page 10
<PAGE>

provisions of this Section 5 shall be held in trust for the benefit of the
Collateral Agent, shall be segregated from other property or funds of such
Pledgor and shall be forthwith delivered to the Collateral Agent upon demand in
the same form as so received (with any necessary endorsement). Any and all money
and other property paid over to or received by the Collateral Agent pursuant to
the provisions of this paragraph (b) shall be retained by the Collateral Agent
in an account to be established by the Collateral Agent upon receipt of such
money or other property and shall be applied in accordance with the provisions
of Section 7. After all Events of Default have been cured or waived, the
Collateral Agent shall, within five Business Days after all such Events of
Default have been cured or waived, repay to each Pledgor all cash dividends,
interest or principal (without interest), that such Pledgor would otherwise be
permitted to retain pursuant to the terms of paragraph (a)(iii) above and which
remain in such account.

         (c) Upon the occurrence and during the continuance of an Event of
Default, all rights of any Pledgor to exercise the voting and consensual rights
and powers it is entitled to exercise pursuant to paragraph (a)(i) of this
Section 5, and the obligations of the Collateral Agent under paragraph (a)(ii)
of this Section 5, shall cease, and all such rights shall thereupon become
vested in the Collateral Agent, which shall have the sole and exclusive right
and authority to exercise such voting and consensual rights and powers, provided
that, unless otherwise directed by the Required Lenders, the Collateral Agent
shall have the right from time to time following and during the continuance of
an Event of Default to permit the Pledgors to exercise such rights. After all
Events of Default have been cured or waived, such Pledgor will have the right to
exercise the voting and consensual rights and powers that it would otherwise be
entitled to exercise pursuant to the terms of paragraph (a)(i) above.

         SECTION 6. Remedies upon Default. Upon the occurrence and during the
continuance of an Event of Default, subject to applicable regulatory and legal
requirements, the Collateral Agent may sell the Collateral, or any part thereof,
at public or private sale or at any broker's board or on any securities
exchange, for cash, upon credit or for future delivery as the Collateral Agent
shall deem appropriate; provided that any and all Roberts Collateral, WOW
Collateral and Southwest Collateral must first be applied to repay the Roberts
Obligation, WOW Obligation and Southwest Obligation, respectively, and only
thereafter may be used to repay amounts outstanding under the remainder of the
General Obligations. The Collateral Agent shall be authorized at any such sale
(if it deems it advisable to


                                     Page 11
<PAGE>

do so) to restrict the prospective bidders or purchasers to persons who will
represent and agree that they are purchasing the Collateral for their own
account for investment and not with a view to the distribution or sale thereof,
and upon consummation of any such sale the Collateral Agent shall have the right
to assign, transfer and deliver to the purchaser or purchasers thereof the
Collateral so sold. Each such purchaser at any such sale shall hold the property
sold absolutely free from any claim or right on the part of any Pledgor, and, to
the extent permitted by applicable law, the Pledgors hereby waive all rights of
redemption, stay, valuation and appraisal any Pledgor now has or may at any time
in the future have under any rule of law or statute now existing or hereafter
enacted.

         The Collateral Agent shall give a Pledgor 10 days' prior written notice
(which each Pledgor agrees is reasonable notice within the meaning of Section
9-504(3) of the Uniform Commercial Code as in effect in the State of New York or
its equivalent in other jurisdictions) of the Collateral Agent's intention to
make any sale of such Pledgor's Collateral. Such notice, in the case of a public
sale, shall state the time and place for such sale and, in the case of a sale at
a broker's board or on a securities exchange, shall state the board or exchange
at which such sale is to be made and the day on which the Collateral, or portion
thereof, will first be offered for sale at such board or exchange. Any such
public sale shall be held at such time or times within ordinary business hours
and at such place or places as the Collateral Agent may fix and state in the
notice of such sale. At any such sale, the Collateral, or portion thereof, to be
sold may be sold in one lot as an entirety or in separate parcels, as the
Collateral Agent may (in its sole and absolute discretion) determine. The
Collateral Agent shall not be obligated to make any sale of any Collateral if it
shall determine not to do so, regardless of the fact that notice of sale of such
Collateral shall have been given. The Collateral Agent may, without notice or
publication, adjourn any public or private sale or cause the same to be
adjourned from time to time by announcement at the time and place fixed for
sale, and such sale may, without further notice, be made at the time and place
to which the same was so adjourned. In case any sale of all or any part of the
Collateral is made on credit or for future delivery, the Collateral so sold may
be retained by the Collateral Agent until the sale price is paid in full by the
purchaser or


                                     Page 12
<PAGE>

purchasers thereof, but the Collateral Agent shall not incur any liability in
case any such purchaser or purchasers shall fail to take up and pay for the
Collateral so sold and, in case of any such failure, such Collateral may be sold
again upon like notice. At any public (or, to the extent permitted by applicable
law, private) sale made pursuant to this Section 6, any Secured Party may bid
for or purchase, free from any right of redemption, stay or appraisal on the
part of any Pledgor (all said rights being also hereby waived and released), the
Collateral or any part thereof offered for sale and may make payment on account
thereof by using any claim then due and payable to it from such Pledgor as a
credit against the purchase price, and it may, upon compliance with the terms of
sale, hold, retain and dispose of such property without further accountability
to such Pledgor therefor. For purposes hereof, (a) a written agreement to
purchase the Collateral or any portion thereof shall be treated as a sale
thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant
to such agreement and (c) such Pledgor shall not be entitled to the return of
the Collateral or any portion thereof subject to such agreement, notwithstanding
the fact that after the Collateral Agent shall have entered into such an
agreement all Events of Default shall have been remedied and the Obligations
paid in full. As an alternative to exercising the power of sale herein conferred
upon it, the Collateral Agent may proceed by a suit or suits at law or in equity
to foreclose upon the Collateral and to sell the Collateral or any portion
thereof pursuant to a judgment or decree of a court or courts having competent
jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale
pursuant to the provisions of this Section 6 shall be deemed to conform to the
commercially reasonable standards as provided in Section 9-504(3) of the Uniform
Commercial Code as in effect in the State of New York or its equivalent in other
jurisdictions.

         SECTION 7. Application of Proceeds of Sale. (a) The proceeds of
any sale of Collateral pursuant to Section 6, as well as any Collateral
consisting of cash, shall be applied by the Collateral Agent as follows:

                  FIRST, to the payment of all costs and expenses incurred by
         the Collateral Agent in connection with such sale or otherwise in
         connection with this Agreement, any other Loan Document or any


                                     Page 13
<PAGE>

         of the Obligations, including all court costs and the reasonable fees
         and expenses of its agents and legal counsel, the repayment of all
         advances made by the Collateral Agent hereunder or under any other
         Loan Document on behalf of any Pledgor and any other costs or expenses
         incurred in connection with the exercise of any right or remedy
         hereunder or under any other Loan Document;

                  SECOND, to the payment in full of the Obligations (the amounts
         so applied to be distributed among the Secured Parties pro rata in
         accordance with the amounts of the Obligations owed to them on the date
         of any such distribution); and

                  THIRD, to the Pledgors, their successors or assigns, or as a
         court of competent jurisdiction may otherwise direct.

         (b) Notwithstanding any contrary provision of paragraph (a) of this
Section, (i) proceeds of Collateral and cash Collateral other than the Roberts
Collateral, the WOW Collateral and the Southwest Collateral shall not be applied
to the payment of Roberts Obligations, WOW Obligations or Southwest Obligations,
(ii) proceeds of WOW Collateral and cash WOW Collateral shall not be applied to
the payment of Roberts Obligations or Southwest Obligations, and shall be
applied to the payment of WOW Obligations, until the WOW Obligations have been
paid in full, prior to being applied to payment of the General Obligations,
(iii) proceeds of Roberts Collateral and cash Roberts Collateral shall not be
applied to the payment of WOW Obligations or Southwest Obligations, and shall be
applied to the payment of the Roberts Obligations, until the Roberts Obligations
have been paid in full, prior to being applied to payment of the General
Obligations and (iv) proceeds of Southwest Collateral and cash Southwest
Collateral shall not be applied to the payment of Roberts Obligations or WOW
Obligations and shall be applied to payment of Southwest Obligations, until the
Southwest Obligations have been paid in full, prior to being applied to payment
of General Obligations.

         (c) The Collateral Agent shall have absolute discretion as to the time
of application of any such proceeds, moneys or balances in accordance with this
Agreement. Upon any sale of the Collateral by the Collateral Agent (including
pursuant to a power of sale granted by statute or under a judicial proceeding),
the receipt of the purchase money by the Collateral Agent or of the officer
making the sale shall be a sufficient discharge to the purchaser or purchasers
of the Collateral so sold and such purchaser or purchasers shall not be
obligated to see to the application of any part of the purchase money paid over
to the Collateral Agent or such officer or be



                                     Page 14
<PAGE>

answerable in any way for the misapplication thereof.

         SECTION 8. Reimbursement of Collateral Agent. (a) Each Pledgor agrees
to pay upon demand to the Collateral Agent the amount of any and all reasonable
expenses, including the reasonable fees, other charges and disbursements of its
counsel and of any experts or agents, that the Collateral Agent may incur in
connection with (i) the administration of this Agreement, (ii) the custody or
preservation of, or the sale of, collection from, or other realization upon, any
of the Collateral, (iii) the exercise or enforcement of any of the rights of the
Collateral Agent hereunder or (iv) the failure by such Pledgor to perform or
observe any of the provisions hereof.

         (b) Without limitation of its indemnification obligations under the
other Loan Documents, each Pledgor agrees to indemnify the Collateral Agent and
the Indemnitees (as defined in Section 9.03 of the Credit Agreement) against,
and hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses, including reasonable counsel fees, other
charges and disbursements, incurred by or asserted against any Indemnitee
arising out of, in any way connected with, or as a result of (i) the execution
or delivery of this Agreement or any other Loan Document or any agreement or
instrument contemplated hereby or thereby, the performance by the parties hereto
of their respective obligations thereunder or the consummation of the
Transactions and the other transactions contemplated thereby or (ii) any claim,
litigation, investigation or proceeding relating to any of the foregoing,
whether or not any Indemnitee is a party thereto, provided that such indemnity
shall not, as to any Indemnitee, be available to the extent that such losses,
claims, damages, liabilities or related expenses are determined by a court of
competent jurisdiction by final and nonappealable judgment to have resulted from
the gross negligence or wilful misconduct of such Indemnitee.

         (c) Any amounts payable as provided hereunder shall be additional
Obligations secured hereby and by the other Security Documents. The provisions
of this Section 8 shall remain operative and in full force and effect regardless
of the termination of this Agreement, the consummation of the transactions
contemplated hereby, the repayment of any of the Obligations, the invalidity or
unenforceability of any term or provision of this Agreement or any other Loan
Document or any investigation made by or on behalf of the Collateral Agent or
any other Secured Party. All amounts due under this Section 8 shall be payable
on written demand therefor and shall bear interest at the rate specified in
Section 2.12 of the Credit Agreement.

         SECTION 9. Collateral Agent Appointed Attorney-in-Fact. Each Pledgor
hereby appoints the Collateral Agent the attorney-in-fact of such


                                     Page 15
<PAGE>

Pledgor for the purpose of carrying out the provisions of this Agreement and
taking any action and executing any instrument that the Collateral Agent may
deem necessary or advisable to accomplish the purposes hereof, which appointment
is irrevocable and coupled with an interest. Without limiting the generality of
the foregoing, the Collateral Agent shall have the right, upon the occurrence
and during the continuance of an Event of Default, with full power of
substitution either in the Collateral Agent's name or in the name of such
Pledgor, to ask for, demand, sue for, collect, receive and give acquittance for
any and all moneys due or to become due under and by virtue of any Collateral,
to endorse checks, drafts, orders and other instruments for the payment of money
payable to the Pledgor representing any interest or dividend or other
distribution payable in respect of the Collateral or any part thereof or on
account thereof and to give full discharge for the same, to settle, compromise,
prosecute or defend any action, claim or proceeding with respect thereto, and to
sell, assign, endorse, pledge, transfer and to make any agreement respecting, or
otherwise deal with, the same; provided, however, that nothing herein contained
shall be construed as requiring or obligating the Collateral Agent to make any
commitment or to make any inquiry as to the nature or sufficiency of any payment
received by the Collateral Agent, or to present or file any claim or notice, or
to take any action with respect to the Collateral or any part thereof or the
moneys due or to become due in respect thereof or any property covered thereby.
The Collateral Agent and the other Secured Parties shall be accountable only for
amounts actually received as a result of the exercise of the powers granted to
them herein, and neither they nor their officers, directors, employees or agents
shall be responsible to any Pledgor for any act or failure to act hereunder,
except for their own gross negligence or wilful misconduct.

         SECTION 10. Waivers; Amendment. (a) No failure or delay of the
Collateral Agent in exercising any power or right hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right or
power, or any abandonment or discontinuance of steps to enforce such a right or
power, preclude any other or further exercise thereof or the exercise of any
other right or power. The rights and remedies of the Collateral Agent hereunder
and of the other Secured Parties under the other Loan Documents are cumulative
and are not exclusive of any rights or remedies that they would otherwise have.
No waiver of any provisions of this Agreement or consent to any departure by any
Pledgor therefrom shall in any event be effective unless the same shall be
permitted by paragraph (b) below, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given. No
notice or demand on any Pledgor in any case shall entitle such Pledgor to any
other or further notice or demand in similar or other circumstances.


                                     Page 16
<PAGE>

         (b) Neither this Agreement nor any provision hereof may be waived,
amended or modified except pursuant to a written agreement entered into between
the Collateral Agent and the Pledgor or Pledgors with respect to which such
waiver, amendment or modification is to apply, subject to any consent required
in accordance with Section 9.02 of the Credit Agreement.

         SECTION 11. Securities Act, etc. In view of the position of the
Pledgors in relation to the Pledged Securities, or because of other current or
future circumstances, a question may arise under the Securities Act of 1933, as
now or hereafter in effect, or any similar statute hereafter enacted analogous
in purpose or effect (such Act and any such similar statute as from time to time
in effect being called the "Federal Securities Laws") with respect to any
disposition of the Pledged Securities permitted hereunder. Each Pledgor
understands that compliance with the Federal Securities Laws might very strictly
limit the course of conduct of the Collateral Agent if the Collateral Agent were
to attempt to dispose of all or any part of the Pledged Securities, and might
also limit the extent to which or the manner in which any subsequent transferee
of any Pledged Securities could dispose of the same. Similarly, there may be
other legal restrictions or limitations affecting the Collateral Agent in any
attempt to dispose of all or part of the Pledged Securities under applicable
Blue Sky or other state securities laws or similar laws analogous in purpose or
effect. Each Pledgor recognizes that in light of such restrictions and
limitations the Collateral Agent may, with respect to any sale of the Pledged
Securities, limit the purchasers to those who will agree, among other things, to
acquire such Pledged Securities for their own account, for investment, and not
with a view to the distribution or resale thereof. Each Pledgor acknowledges and
agrees that in light of such restrictions and limitations, the Collateral Agent,
in its sole and absolute discretion, (a) may proceed to make such a sale whether
or not a registration statement for the purpose of registering such Pledged
Securities or part thereof shall have been filed under the Federal Securities
Laws and (b) may approach and negotiate with a single potential purchaser to
effect such sale. Each Pledgor acknowledges and agrees that any such sale might
result in prices and other terms less favorable to the seller than if such sale
were a public sale without such restrictions. In the event of any such sale, the
Collateral Agent shall incur no responsibility or liability for selling all or
any part of the Pledged Securities at a price that the Collateral Agent, in its
sole and absolute discretion, may in good faith deem reasonable


                                     Page 17
<PAGE>

under the circumstances, notwithstanding the possibility that a substantially
higher price might have been realized if the sale were deferred until after
registration as aforesaid or if more than a single purchaser were approached.
The provisions of this Section 11 will apply notwithstanding the existence of a
public or private market upon which the quotations or sales prices may exceed
substantially the price at which the Collateral Agent sells.

         SECTION 12. Registration, etc. Each Pledgor agrees that, upon the
occurrence and during the continuance of an Event of Default hereunder, if for
any reason the Collateral Agent desires to sell any of the Pledged Securities of
the Borrower at a public sale, it will, at any time and from time to time, upon
the written request of the Collateral Agent, use its best efforts to take or to
cause the issuer of such Pledged Securities to take such action and prepare,
distribute and/or file such documents, as are required or advisable in the
reasonable opinion of counsel for the Collateral Agent to permit the public sale
of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and
hold harmless the Collateral Agent, each other Secured Party, any underwriter
and their respective officers, directors, affiliates and controlling persons
from and against all loss, liability, expenses, costs of counsel (including,
without limitation, reasonable fees and expenses to the Collateral Agent of
legal counsel), and claims (including the costs of investigation) that they may
incur insofar as such loss, liability, expense or claim arises out of or is
based upon any alleged untrue statement of a material fact contained in any
prospectus (or any amendment or supplement thereto) or in any notification or
offering circular, or arises out of or is based upon any alleged omission to
state a material fact required to be stated therein or necessary to make the
statements in any thereof not misleading, except insofar as the same may have
been caused by any untrue statement or omission based upon information furnished
in writing to such Pledgor or the issuer of such Pledged Securities by the
Collateral Agent or any other Secured Party expressly for use therein. Each
Pledgor further agrees, upon such written request referred to above, to use its
best efforts to qualify, file or register, or cause the issuer of such Pledged
Securities to qualify, file or register, any of the Pledged Securities under the
Blue Sky or other securities laws of such states as may be requested by the
Collateral Agent and keep effective, or cause to be kept effective, all such
qualifications, filings or registrations. Each Pledgor will bear all costs and
expenses of carrying out its obligations under this Section 12.


                                     Page 18
<PAGE>

Each Pledgor acknowledges that there is no adequate remedy at law for failure by
it to comply with the provisions of this Section 12 and that such failure would
not be adequately compensable in damages, and therefore agrees that its
agreements contained in this Section 12 may be specifically enforced.

         SECTION 13. Security Interest Absolute. All rights of the Collateral
Agent hereunder, the grant of a security interest in the Collateral and all
obligations of each Pledgor hereunder, shall be absolute and unconditional
irrespective of (a) any lack of validity or enforceability of the Credit
Agreement, any other Loan Document, any agreement with respect to any of the
Obligations or any other agreement or instrument relating to any of the
foregoing, (b) any change in the time, manner or place of payment of, or in any
other term of, all or any of the Obligations, or any other amendment or waiver
of or any consent to any departure from the Credit Agreement, any other Loan
Document or any other agreement or instrument relating to any of the foregoing,
(c) any exchange, release or nonperfection of any other collateral, or any
release or amendment or waiver of or consent to or departure from any guaranty,
for all or any of the Obligations or (d) any other circumstance that might
otherwise constitute a defense available to, or a discharge of, any Pledgor in
respect of the Obligations or in respect of this Agreement (other than the
indefeasible payment in full of all the Obligations).

         SECTION 14. Termination or Release. (a) This Agreement and the security
interests granted hereby shall terminate when all the Obligations have been
indefeasibly paid in full and the Lenders have no further commitment to lend
under the Credit Agreement, the LC Exposure has been reduced to zero and the
Issuing Bank has no further obligation to issue Letters of Credit under the
Credit Agreement.

         (b) Upon any sale or other transfer by any Pledgor of any Collateral
that is permitted under the Credit Agreement to any person that is not a
Pledgor, or, upon the effectiveness of any written consent to the release of the
security interest granted hereby in any Collateral pursuant to the Credit
Agreement, the security interest in such Collateral shall be automatically
released.

         (c) In connection with any termination or release pursuant to paragraph
(a) or (b), the Collateral Agent shall execute and deliver to any Pledgor, at
such Pledgor's expense, all documents that such Pledgor shall reasonably request
to evidence such termination or release. Any execution and delivery of documents
pursuant to this Section 14 shall be without recourse to or warranty by the
Collateral Agent.


                                     Page 19
<PAGE>

         SECTION 15. Notices. All communications and notices hereunder
shall be in writing and given as provided in Section 9.01 of the Credit
Agreement. All communications and notices hereunder to any Subsidiary
Pledgor shall be given to it in care of the Borrower.

         SECTION 16. Further Assurances. Each Pledgor agrees to do such further
acts and things, and to execute and deliver such additional conveyances,
assignments, agreements and instruments, as the Collateral Agent may at any time
reasonably request in connection with the administration and enforcement of this
Agreement or with respect to the Collateral or any part thereof or in order
better to assure and confirm unto the Collateral Agent its rights and remedies
hereunder.

         SECTION 17. Binding Effect; Several Agreement; Assignments. Whenever in
this Agreement any of the parties hereto is referred to, such reference shall be
deemed to include the successors and assigns of such party; and all covenants,
promises and agreements by or on behalf of any Pledgor that are contained in
this Agreement shall bind and inure to the benefit of its successors and
assigns. This Agreement shall become effective as to any Pledgor when a
counterpart hereof executed on behalf of such Pledgor shall have been delivered
to the Collateral Agent and a counterpart hereof shall have been executed on
behalf of the Collateral Agent, and thereafter shall be binding upon such
Pledgor and the Collateral Agent and their respective successors and assigns,
and shall inure to the benefit of such Pledgor, the Collateral Agent and the
other Secured Parties, and their respective successors and assigns, except that
no Pledgor shall have the right to assign its rights hereunder or any interest
herein or in the Collateral (and any such attempted assignment shall be void),
except as expressly contemplated by this Agreement or the other Loan Documents.
If all of the capital stock of a Pledgor is sold, transferred or otherwise
disposed of to a person that is not an Affiliate of the Borrower pursuant to a
transaction permitted by Section 6.05 of the Credit Agreement, such Pledgor
shall be released from its obligations under this Agreement without further
action. This Agreement shall be construed as a separate agreement with respect
to each Pledgor and may be amended, modified, supplemented, waived or released
with respect to any Pledgor without the approval of any other Pledgor and
without affecting the obligations of any other Pledgor hereunder

         SECTION 18. Survival of Agreement; Severability. (a) All covenants,
agreements, representations and warranties made by each Pledgor herein and in
the certificates or other instruments prepared or delivered in connection with
or pursuant to this Agreement or any other Loan Document shall be considered to
have been relied upon by the Collateral Agent and the other Secured Parties and
shall survive the making by the Lenders of the Loans and the issuance of the
Letters of Credit by the Issuing Bank, regardless of any investigation made by
the Secured Parties or on their behalf, and shall continue in full force and
effect as long as the



                                     Page 20
<PAGE>

principal of or any accrued interest on any Loan or any other fee or amount
payable under this Agreement or any other Loan Document is outstanding and
unpaid or the LC Exposure does not equal zero and as long as the Commitments and
the LC Commitments have not been terminated.

         (b) In the event any one or more of the provisions contained in this
Agreement should be held invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby (it being understood
that the invalidity of a particular provision in a particular jurisdiction shall
not in and of itself affect the validity of such provision in any other
jurisdiction). The parties shall endeavor in good-faith negotiations to replace
the invalid, illegal or unenforceable provisions with valid provisions the
economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.

         SECTION 19. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

         SECTION 20. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original, but all of which, when
taken together, shall constitute a single contract, and shall become effective
as provided in Section 17. Delivery of an executed counterpart of a signature
page to this Agreement by facsimile transmission shall be as effective as
delivery of a manually executed counterpart of this Agreement.

         SECTION 21. Rules of Interpretation. The rules of interpretation
specified in Section 1.03 of the Credit Agreement shall be applicable to this
Agreement. Section headings used herein are for convenience of reference only,
are not part of this Agreement and are not to affect the construction of, or to
be taken into consideration in interpreting this Agreement.

         SECTION 22. Jurisdiction; Consent to Service of Process. (a) Each
Pledgor hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any New York State court or
Federal court of the United States of America sitting in New York City, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement or the other Loan Documents, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that, to the extent permitted by applicable law, all
claims in respect of any such action or


                                     Page 21
<PAGE>

proceeding may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court. Each of the parties hereto agrees that
a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Nothing in this Agreement shall affect any right that the
Collateral Agent or any other Secured Party may otherwise have to bring any
action or proceeding relating to this Agreement or the other Loan Documents
against any Pledgor or its properties in the courts of any jurisdiction.

         (b) Each Pledgor hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection that it may
now or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Agreement or the other Loan Documents in any
New York State or Federal court. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.

         (c) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 15. Nothing in this
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.

         SECTION 23. Waiver Of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH PARTY HERETO (A) CERTIFIES THAT
NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

         SECTION 24. Additional Pledgors. Pursuant to Section 5.12 of the Credit
Agreement, certain Subsidiaries of the Borrower that were not in existence or
not a Subsidiary on the date of the Credit Agreement are required to enter in
this Agreement as a Subsidiary Pledgor upon becoming a Subsidiary if such
Subsidiary owns or possesses property of a type that would be considered
Collateral hereunder. Upon execution and delivery by the Collateral Agent and a
Subsidiary of an instrument in the form of Annex


                                     Page 22
<PAGE>

1, such Subsidiary shall become a Subsidiary Pledgor hereunder with the same
force and effect as if originally named as a Subsidiary Pledgor herein. The
execution and delivery of such instrument shall not require the consent of any
Pledgor hereunder. The rights and obligations of each Pledgor hereunder shall
remain in full force and effect notwithstanding the addition of any new
Subsidiary Pledgor as a party to this Agreement.

         SECTION 25. Execution of Financing Statements. Pursuant to Section
9-402 of the Uniform Commercial Code as in effect in the State of New York or
its equivalent in other jurisdictions, each Pledgor authorizes the Collateral
Agent to file financing statements with respect to the Collateral owned by it
without the signature of such Pledgor in such form and in such filing offices as
the Collateral Agent reasonably determines appropriate to perfect the security
interests of the Collateral Agent under this Agreement. A carbon, photographic
or other reproduction of this Agreement shall be sufficient as a financing
statement for filing in any jurisdiction.

         SECTION 26. Compliance with Laws. Notwithstanding anything herein which
may be construed to the contrary, no action shall be taken by any of the
Collateral Agent and the Secured Parties with respect to the Pledged Securities
(including termination or suspension of voting rights) unless and until any
required approval under the Federal Communications Act of 1934, and any
applicable rules and regulations thereunder, requiring the consent to or
approval of such action by the FCC or any governmental or other authority, have
been satisfied, and, to the extent applicable, any remedial action taken with
respect to the Collateral shall be subject to other applicable laws.

         IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.


                                       ALAMOSA (DELAWARE), INC.,

                                           by
                                                  /s/  David E. Sharbutt
                                               --------------------------
                                               Name:
                                               Title:



                                     Page 23

<PAGE>


                                       ALAMOSA HOLDINGS, LLC,

                                           by
                                                  /s/  David E. Sharbutt
                                               ---------------------------
                                               Name:
                                               Title:


                                       THE SUBSIDIARY PLEDGORS LISTED ON
                                       SCHEDULE I HERETO EXCEPT ALAMOSA
                                       LIMITED, LLC,

                                           by
                                                 /s/  David E. Sharbutt
                                               ----------------------------
                                               Name:
                                               Title:  Authorized Officer


                                       ALAMOSA LIMITED, LLC,

                                           by
                                                 /s/  David E. Sharbutt
                                               ----------------------------
                                               Name:
                                               Title:


                                       CITICORP USA, INC., as Collateral Agent,

                                           by
                                                 /s/  J. Douglas Harvey
                                               -------------------------------
                                               Name:  J. Douglas Harvey
                                               Title: Managing Director & VP



                                                          Schedule I to the
                                                                Pledge Agreement


                               SUBSIDIARY PLEDGORS


Subsidiary Guarantor                          Address

-----------------------------------------------------------------------------

Texas Telecommunications, LP                  5225 S. Loop 289
                                              Suite 120
                                              Lubbock, Texas 79424

Alamosa Properties, L.P.                      5225 S. Loop 289
                                              Suite 120
                                              Lubbock, Texas 79424

Alamosa Wisconsin Limited Partnership         4797 West Grand Market Drive
                                              Appleton, Wisconsin  54913



                                     Page 24
<PAGE>


Alamosa (Wisconsin) Properties, LLC           4797 West Grand Market Drive
                                              Appleton, Wisconsin  54913

Alamosa Delaware GP, LLC                      5225 S. Loop 289
                                              Suite 120
                                              Lubbock, Texas 79424

Alamosa Wisconsin GP, LLC                     4797 West Grand Market Drive
                                              Appleton, Wisconsin  54913

Alamosa Finance, LLC                          5225 S. Loop 289
                                              Suite 120
                                              Lubbock, Texas 79424

Alamosa Limited, LLC                          200 West Ninth Street Plaza
                                              Suite 102
                                              Wilmington, Delaware 19801

Alamosa PCS, Inc.                             5225 S. Loop 289
                                              Suite 120
                                              Lubbock, Texas 79424

Alamosa Holdings, LLC                         5225 S. Loop 289
                                              Suite 120
                                              Lubbock, Texas 79424

Roberts Wireless Communications L.L.C.        5225 S. Loop 289
                                              Suite 120
                                              Lubbock, Texas 79424

Roberts Wireless Properties L.L.C.            5225 S. Loop 289
                                              Suite 120
                                              Lubbock, Texas 79424

Washington Oregon Wireless, LLC               5225 S. Loop 289
                                              Suite 120
                                              Lubbock, Texas 79424

Washington Oregon Wireless Properties, LLC    5225 S. Loop 289
                                              Suite 120
                                              Lubbock, Texas 79424

Washington Oregon Wireless Licenses, LLC      5225 S. Loop 289
                                              Suite 120
                                              Lubbock, Texas 79424

Southwest PCS, L.P.                           5225 S. Loop 289
                                              Suite 120
                                              Lubbock, Texas 79424

SWGP, LLC                                     5225 S. Loop 289
                                              Suite 120
                                              Lubbock, Texas 79424

SWLP, LLC                                     5225 S. Loop 289



                                     Page 25
<PAGE>

                                              Suite 120
                                              Lubbock, Texas 79424

Southwest PCS Properties, LLC                 5225 S. Loop 289
                                              Suite 120
                                              Lubbock, Texas 79424

Southwest PCS Licenses, LLC                   5225 S. Loop 289
                                              Suite 120
                                              Lubbock, Texas 79424



                                    SUPPLEMENT NO. dated as of [ ], to the
                           AMENDED AND RESTATED PLEDGE AGREEMENT dated as of
                           February 14, 2001, as amended and restated as of
                           March 30, 2001 among Alamosa (Delaware), Inc., a
                           Delaware corporation ("Alamosa Delaware"), Alamosa
                           Holdings LLC, a Delaware limited liability company
                           (the "Borrower"), each subsidiary of Alamosa Delaware
                           listed on Schedule I hereto (each such subsidiary
                           individually a "Subsidiary Pledgor" and collectively,
                           the "Subsidiary Pledgors"; the Borrower, Alamosa
                           Delaware and Subsidiary Pledgors are referred to
                           collectively herein as the "Pledgors") and Citicorp
                           USA, Inc., a New York banking corporation
                           ("Citicorp"), as collateral agent (in such capacity,
                           the "Collateral Agent") for the Secured Parties (as
                           defined in the Credit Agreement referred to below)

         A. Reference is made to (a) the Amended and Restated Credit Agreement
dated as of February 14, 2001, as amended and restated as of March 30, 2001 (as
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among Alamosa Holdings, Inc. ("Superholdings"), Alamosa Delaware,
the Borrower the lenders from time to time party thereto (the "Lenders") Export
Development Corporation, as Co-Documentation Agent, First Union National Bank,
as Documentation agent, Toronto Dominion (Texas), Inc., as Syndication Agent and
Citicorp, as administrative agent for the Lenders, Collateral Agent and issuing
bank (in such capacity, the "Issuing Bank") and (b) the Amended and Restated
Guarantee Agreement dated as of February 14, 2001, as amended and restated as of
March 31, 2001 (as amended, supplemented or otherwise modified from time to
time, the "Guarantee Agreement"), among Superholdings, APCS, Alamosa Delaware,
the Subsidiary Pledgors and the Collateral Agent.

         B. Capitalized terms used herein and not otherwise defined herein





                                     Page 26
<PAGE>

shall have the meanings assigned to such terms in the Credit Agreement.

         C. The Pledgors have entered into the Pledge Agreement in order to
induce the Lenders to make Loans and the Issuing Bank to issue Letters of
Credit. Pursuant to Section 5.12 of the Credit Agreement, certain Subsidiaries
of the Borrower that were not in existence or not a Subsidiary on the date of
the Credit Agreement are required to enter into the Pledge Agreement as a
Subsidiary Pledgor upon becoming a Subsidiary if such Subsidiary owns or
possesses property of a type that would be considered Collateral under the
Pledge Agreement. Section 24 of the Pledge Agreement provides that such
Subsidiaries may become Subsidiary Pledgors under the Pledge Agreement by
execution and delivery of an instrument in the form of this Supplement. The
undersigned Subsidiary (the "New Pledgor") is executing this Supplement in
accordance with the requirements of the Credit Agreement to become a Subsidiary
Pledgor under the Pledge Agreement in order to induce the Lenders to make
additional Loans and the Issuing Bank to issue additional Letters of Credit and
as consideration for Loans previously made and Letters of Credit previously
issued.

         Accordingly, the Collateral Agent and the New Pledgor agree as follows:

         SECTION 1. In accordance with Section 24 of the Pledge Agreement, the
New Pledgor by its signature below becomes a Pledgor under the Pledge Agreement
with the same force and effect as if originally named therein as a Pledgor and
the New Pledgor hereby agrees (a) to all the terms and provisions of the Pledge
Agreement applicable to it as a Pledgor thereunder and (b) represents and
warrants that the representations and warranties made by it as a Pledgor
thereunder are true and correct on and as of the date hereof. In furtherance of
the foregoing, the New Pledgor, as security for the payment and performance in
full of the Obligations (as defined in the Pledge Agreement and subject to the
second proviso of Section 1 of the Pledge Agreement), does hereby create and
grant to the Collateral Agent, its successors and assigns, for the benefit of
the Secured Parties, their successors and assigns, a security interest in and
lien on all of the New Pledgor's right, title and interest in and to the
Collateral (as defined in the Pledge Agreement) of the New Pledgor. Each
reference to a "Subsidiary Pledgor" or a "Pledgor" in the Pledge Agreement shall
be deemed to include the New Pledgor. The Pledge Agreement is hereby
incorporated herein by reference.




                                     Page 27
<PAGE>

         SECTION 2. The New Pledgor represents and warrants to the Collateral
Agent and the other Secured Parties that this Supplement has been duly
authorized, executed and delivered by it and constitutes its legal, valid and
binding obligation, enforceable against it in accordance with its terms ,
subject to applicable bankruptcy, insolvency, reorganization, moratorium or
other laws affecting creditors' rights generally and subject to general
principles of equity, regardless of whether considered in a proceeding in equity
or at law.

         SECTION 3. This Supplement may be executed in counterparts, each of
which shall constitute an original, but all of which when taken together shall
constitute a single contract. This Supplement shall become effective when the
Collateral Agent shall have received counterparts of this Supplement that, when
taken together, bear the signatures of the New Pledgor and the Collateral Agent.
Delivery of an executed signature page to this Supplement by facsimile
transmission shall be as effective as delivery of a manually signed counterpart
of this Supplement.

         SECTION 4. The New Pledgor hereby represents and warrants that set
forth on Schedule I attached hereto is a true and correct schedule of all its
Pledged Securities as of the date hereof.

         SECTION 5. Except as expressly supplemented hereby, the Pledge
Agreement shall remain in full force and effect.

         SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

         SECTION 7. In case any one or more of the provisions contained in this
Supplement should be held invalid, illegal or unenforceable in any respect,
neither party hereto shall be required to comply with such provision for so long
as such provision is held to be invalid, illegal or unenforceable, but the
validity, legality and enforceability of the remaining provisions contained
herein and in the Pledge Agreement shall not in any way be affected or impaired.
The parties hereto shall endeavor in good-faith negotiations to replace the
invalid, illegal or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible to that of the invalid, illegal or
unenforceable provisions.

         SECTION 8. All communications and notices hereunder shall be in writing
and given as provided in Section 15 of the Pledge Agreement. All communications
and notices hereunder to the New Pledgor shall be given to it in care of the
Borrower.

         SECTION 9. The New Pledgor agrees to reimburse the Collateral Agent for
its reasonable out-of-pocket expenses in connection with this Supplement,
including the reasonable fees, other charges and




                                     Page 28
<PAGE>

disbursements of counsel for the Collateral Agent.


         IN WITNESS WHEREOF, the New Pledgor and the Collateral Agent have duly
executed this Supplement to the Pledge Agreement as of the day and year first
above written.

                                     [Name of New Pledgor],

                                        by
                                           -----------------------------------
                                           Name:
                                           Title:
                                           Address:


                                     CITICORP USA, INC., as Collateral Agent,

                                        by
                                           -----------------------------------
                                           Name:
                                           Title:



                                                         Schedule II to the
                                                                Pledge Agreement



<TABLE>
<CAPTION>

                                                                                CAPITAL STOCK
---------------------------------------------------------------------------------------------------------------------
              LOAN PARTY                             PLEDGOR             PERCENTAGE     NUMBER          CERTIFICATE
                                                                            OF         OF SHARES           NUMBER
                                                                          SHARES
---------------------------------------------------------------------------------------------------------------------

<S>                                    <C>                                 <C>          <C>                <C>
Texas Telecommunications, LP           Alamosa Limited, LLC                99%             N/A             1
Southwest PCS, L.P.                    Alamosa Delaware GP, LLC            1%                              2

Alamosa Properties, L.P.               Texas Telecommunications, LP        99%             N/A             1
                                       Alamosa Delaware GP, LLC            1%                              2

<PAGE>

Alamosa Wisconsin Limited              Alamosa PCS, Inc.                   99%             N/A             1
Partnership                            Alamosa Wisconsin GP, LLC           1%                              2

Alamosa Delaware GP, LLC               Alamosa PCS, Inc.                   100%            N/A             2

Alamosa Wisconsin GP, LLC              Alamosa PCS, Inc.                   100%            N/A             2

Alamosa Finance, LLC                   Alamosa PCS, Inc.                   100%            N/A             1

Alamosa Limited, LLC                   Alamosa PCS, Inc.                   100%            N/A             1

Alamosa PCS, Inc.                      Alamosa Holdings, LLC               100%            100             2

Alamosa Holdings, LLC                  Alamosa (Delaware), Inc.            100%            N/A             1

Roberts Wireless Communications        Alamosa Holdings, LLC               100%            N/A             1
L.L.C.

Washington Oregon Wireless,            Alamosa Holdings, LLC               100%            N/A             1
LLC

Alamosa (Wisconsin) Properties,        Alamosa Wisconsin Limited           100%            N/A             1
LLC                                    Partnership

Roberts Wireless Properties            Roberts Wireless                    100%            N/A             1
L.L.C.                                 Communications L.L.C.

Washington Oregon Wireless             Washington Oregon Wireless,         100%            N/A             1
Properties, LLC                        LLC

Washington Oregon Wireless             Washington Oregon Wireless,         100%            N/A             1
Licenses, LLC                          LLC

Southwest PCS, L.P.                    SWGP, LLC                           1%              N/A             1
                                       SWLP, LLC                           99%             N/A             2

SWGP, LLC                              Alamosa Holdings, LLC               100%            N/A             1

SWLP, LLC                              Alamosa Holdings, LLC               100%            N/A             1



                                     Page 29
<PAGE>

Southwest PCS Properties, LLC          Southwest PCS, L.P.                 100%            N/A             1

Southwest PCS Licenses, LLC            Southwest PCS, L.P.                 100%            N/A             1

</TABLE>

                                 DEBT SECURITIES

                              Principal
Issuer                          Amount       Date of Note        Maturity Date


Roberts Wireless
Communications, LLC          $26,600,000     February 14, 2001     N/A

Washington Oregon
Wireless
Communications, LLC          $11,000,000     February 14, 2001     N/A




                                       30
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.26
<SEQUENCE>9
<FILENAME>file009.txt
<DESCRIPTION>AMENDED AND RESTATED CONSENT AND AGREEMENT
<TEXT>

<PAGE>

                                                                   EXHIBIT 10.26
                 AMENDED AND RESTATED CONSENT AND AGREEMENT
                            (Citibank / Alamosa LLC)

         This Amended and Restated Consent and Agreement (this "Consent and
Agreement") is entered into as of March 30, 2001, between SPRINT SPECTRUM L.P.,
a Delaware limited partnership ("Sprint Spectrum"), SPRINTCOM, INC., a Kansas
corporation ("SprintCom"), SPRINT COMMUNICATIONS COMPANY, L.P., a Delaware
limited partnership ("Sprint Communications"), COX COMMUNICATIONS PCS, L.P., a
Delaware limited partnership ("Cox Communications"), COX PCS LICENSE, LLC, a
Delaware limited liability company ("Cox License"), WIRELESSCO, L.P., a
Delaware limited partnership ("WirelessCo" and together with Sprint Spectrum,
SprintCom, Sprint Communications, Cox Communications and Cox License, the
"Sprint Parties"), and CITICORP USA, INC., a Delaware corporation, as
administrative agent (together with any successors thereof in accordance with
the Credit Agreement hereinafter described, the "Administrative Agent") for the
lenders under that certain Credit Agreement among ALAMOSA HOLDINGS, LLC, a
Delaware limited liability company ("Borrower"), the Administrative Agent and
the lenders from time to time party thereto (the "Lenders").

         Upon the consummation of the Transactions (as defined in that certain
Commitment Letter dated March 9, 2001, between CITICORP NORTH AMERICA, INC.,
SALOMON SMITH BARNEY, INC., TD SECURITIES (USA) INC., EXPORT DEVELOPMENT
CORPORATION and ALAMOSA HOLDINGS, INC. (the "Commitment Letter")), Borrower
will own, directly or indirectly, all of the outstanding capital stock of the
following subsidiaries, each of which has entered into a Sprint PCS Management
Agreement (each such agreement, as it may be amended, modified, or supplemented
from time to time, a "Management Agreement" and collectively, the "Alamosa
Management Agreements") with Sprint Spectrum and Sprint Communications, and in
some instances with other related companies of Sprint Spectrum, dated and
effective as of the date set forth after each such subsidiary of Borrower,
providing for the design, construction and management of the Service Area
Network (as defined therein): TEXAS TELECOMMUNICATIONS, LP, a Texas limited
partnership ("Texas")(December 23, 1999), ALAMOSA WISCONSIN LIMITED
PARTNERSHIP, a Wisconsin limited partnership ("Wisconsin")(December 6, 1999),
ROBERTS WIRELESS COMMUNICATIONS, LLC, a Missouri limited liability company
("Roberts")(June 8, 1998), WASHINGTON OREGON WIRELESS LLC, a Delaware limited
liability company ("WOW")(January 25, 1999), and SOUTHWEST PCS, L.P., an
Oklahoma limited partnership ("Southwest")(July 10, 1998) (each individually an
"Affiliate" and collectively, the "Affiliates").

         Along with a Management Agreement, each Affiliate has also entered
into the Sprint PCS Services Agreement (each such agreement, as it may be
amended, modified, or supplemented from time to time, a "Services Agreement"
and collectively, the "Alamosa Service Agreements") and the Sprint Trademark
and Service Mark License Agreement and the Sprint Spectrum Trademark and
Service Mark License Agreement (together, as they may be amended, modified, or
supplemented from time to time, the "License Agreements" and collectively, the
"Alamosa License Agreements") (the Management Agreement, the Services Agreement
and the License Agreements and all other agreements between each Affiliate or
its subsidiaries, on the one hand and the Sprint Parties or any subsidiary of
Sprint Corporation on the other hand whether entered into prior to, on, or
after the date hereof that relate to the Service Area Network as they may be
amended, modified, or supplemented from time to time, collectively, the "Sprint
Agreements" and all such Sprint Agreements collectively, the "Alamosa Sprint
Agreements"). Each Affiliate will continue to be responsible for its
obligations and responsibilities under and with respect to the Sprint
Agreements. Further, as set forth in the Acknowledgment, Consent and Agreements
attached to this Consent and Agreement, Borrower, each Guarantor (as defined
below) and each Affiliate agree to be responsible for the obligations and
responsibilities of each Affiliate under and with respect to the Sprint
Agreements and this Consent and Agreement.

                                    Page 1
<PAGE>

         Borrower and certain of its affiliated entities have entered into or
concurrently herewith are entering into that certain Amended and Restated
Credit Agreement dated as of March 30, 2001, with the Administrative Agent and
the Lenders (such Amended and Restated Credit Agreement, as it may be amended,
supplemented, restated, replaced or otherwise modified from time to time, the
"Credit Agreement"), to provide financing for a portion of the costs of the
design and construction of the Service Area Networks, to provide financing for
the Transactions and for certain other purposes. The Credit Agreement and each
note, security agreement, pledge agreement, guaranty and any and all other
agreements, documents or instruments entered into in connection with any of the
foregoing, as the same may from time to time be amended, supplemented,
restated, replaced or otherwise modified from time to time, shall collectively
be referred to as the "Loan Documents."

         The Obligations under the Loan Documents are guaranteed by ALAMOSA
HOLDINGS, INC., a Delaware corporation ("Holdco"), by ALAMOSA PCS HOLDINGS,
INC., a Delaware corporation that is a wholly-owned subsidiary of Holdco
("APCS"), by ALAMOSA (DELAWARE), INC., a Delaware corporation that is
wholly-owned subsidiary of APCS and the sole member of Borrower ("APCS"), by
each Affiliate, and by each other existing and subsequently acquired or
organized direct or indirect subsidiary of Alamosa Delaware other than the
Unrestricted Subsidiaries (collectively, the "Guarantors") pursuant to that
certain Guarantee Agreement executed by the Guarantors in favor of the
Administrative Agent (the "Guarantee Document").

         As a condition to the availability of credit to Borrower under the
Credit Agreement, the Administrative Agent and the Lenders have required the
execution and delivery of this Consent and Agreement by the Sprint Parties and
have required that Borrower, Affiliates and the other Guarantors acknowledge,
consent and agree to all terms and provisions of this Consent and Agreement.
This Consent and Agreement replaces and supersedes the Consent and Agreements
previously entered into by the Affiliates.

         One or more of the Sprint Parties hold, directly or indirectly, the
licenses for the service areas managed by the Affiliates as contemplated in the
Alamosa Management Agreements. As used in this Consent and Agreement, the term
"Sprint PCS" shall refer in each particular instance or application to the
Sprint Party that owns the License in that portion of the Service Area to which
the subject of the instance or application applies.

         All capitalized terms in this Consent and Agreement shall have the
same meanings ascribed to them in the Management Agreements unless otherwise
provided in this Consent and Agreement; provided, that the terms "Commitments",
"Default", "Event of Default", "Loan Documents", "Obligations" and
"Unrestricted Subsidiaries" shall have the meanings ascribed to them in the
Credit Agreement.

         References to the Existing Consent and Agreement (as defined in the
Commitment Letter) are hereby deemed to be references to this Consent and
Agreement.

         Accordingly, each Sprint Party and the Administrative Agent, on behalf
of itself and for the Lenders, hereby agrees as follows:


                                    Page 2
<PAGE>

         SECTION 1. Consent to Security Interest. In connection with the
transactions contemplated by the Credit Agreement and the other Loan Documents,
(a) Borrower has granted or will grant to the Administrative Agent, for the
benefit of the Lenders, a first priority security interest in and lien upon
substantially all of its assets and property, tangible and intangible, whether
now owned or hereafter acquired or arising, and all proceeds and products
thereof and accessions thereto including but not limited to the Operating
Assets, and a first priority security interest in and pledge of all partnership
interests, membership interests or other equity interests in each Affiliate
(collectively, the "Pledged Equity"), and (b) each Affiliate has granted or
will grant to the Administrative Agent, for the benefit of the Lenders, a first
priority security interest in and lien upon substantially all of its assets and
property, tangible and intangible, whether now owned or hereafter acquired or
arising, and all proceeds and products thereof and accessions thereto,
including but not limited to the Operating Assets, and a first priority
security interest and lien upon the rights of Affiliate in, to and under the
Sprint Agreements. The foregoing security interests, liens and pledges are
referred to collectively as the "Security Interests" and the foregoing assets
and property in which the Administrative Agent, for the benefit of the Lenders,
has been or will be granted a first priority security interest in and lien are
referred to collectively as the "Collateral". In addition to the foregoing,
each of the other affiliated entities of Borrower and each Affiliate have
granted or will grant to the Administrative Agent, for the benefit of the
Lenders, a first priority security interest in and lien upon substantially all
of its assets and property, tangible and intangible, whether now owned or
hereafter acquired or arising, and all proceeds and products thereof and
accessions thereto, which security interests and liens are referred to
collectively as the "Additional Security Interests" and which assets and
property are referred to collectively as the "Additional Collateral." Each
Sprint Party (i) acknowledges notice of the Credit Agreement and the other Loan
Documents, (ii) consents to the granting of the Security Interests in the
Collateral and of the Additional Security Interests in the Additional
Collateral to the Administrative Agent, for the benefit of the Lenders, and
(iii) agrees that (a) neither it nor any subsidiary of Sprint Corporation will
challenge or contest that the Security Interests and the Additional Security
Interests are valid, enforceable and duly perfected first priority security
interests and liens in and to the Collateral and the Additional Collateral, (b)
neither it nor any subsidiary of Sprint Corporation will argue that any such
Security Interest or Additional Security Interest is subject to avoidance,
limitation or subordination under any legal or equitable theory or cause of
action, and (c) so long as an Affiliate's Management Agreement is in effect, it
will not sell, transfer or assign all or part of the Licenses within such
Affiliate's Service Area that such Affiliate has the right to use; provided,
however, that notwithstanding the foregoing, a Sprint Party may at any time
sell, transfer or assign all or part of the Licenses within such Affiliate's
Service Area that such Affiliate has the right to use in accordance with a
transaction allowed under Section 17.15.5 of such Affiliate's Management
Agreement, so long as the buyer, transferee or assignee, as the case may be,
agrees to be bound by the terms of this Consent and Agreement with respect to
the assets bought, transferred and assigned, and a Sprint Party may at any time
sell, transfer or assign its rights and obligations under all of the Alamosa
Management Agreements, Alamosa Services Agreements and any related agreements
to a third party as permitted under such Section 17.15.5.

         Each Sprint Party acknowledges and agrees that (i) Sections 17.15.1
and 17.15.2 of the Alamosa Management Agreements do not apply to the assignment
of any Affiliate's rights under the Alamosa Sprint Agreements to the
Administrative Agent or the Lenders under the Loan Documents or in connection
with a transaction permitted pursuant to this Consent and Agreement to any
other Person pursuant to the Loan Documents or to any other assignment in
connection with any transaction permitted pursuant to this Consent and
Agreement and (ii) Section 17.15.3 of the Alamosa Management Agreements shall
not apply to any Change of Control of any Affiliate in connection with the
exercise by the Administrative Agent of any of its rights or remedies under the
Loan Documents, including without limitation in connection with the sale of the
partnership, membership or shareholder interests of such Affiliate to any
Person or to any other Change of Control of such Affiliate; provided, however,
Section 17.15.3 of the Alamosa Management Agreements shall apply to any such
transaction if such transaction is not with the Administrative Agent or the
Lenders or is not a transaction permitted pursuant to this Consent and
Agreement. It is understood that any assignment described in this Section 1 to
the Administrative Agent or the Lenders is hereby consented to by the Sprint
Parties; provided, that any subsequent assignment by the Administrative Agent
or the Lenders shall be in accordance with the terms of this Consent and
Agreement.

                                    Page 3
<PAGE>

         SECTION 2. Payments. Upon receipt of the Administrative Agent's
written instructions, each Sprint Party agrees to make all payments (if any) to
be made by it under the Alamosa Sprint Agreements, subject to its rights of
setoff or recoupment with respect to such payments as permitted under Section
10.6 of the Alamosa Management Agreements, to any Affiliate directly to the
Administrative Agent, or otherwise as the Administrative Agent shall direct;
provided, that during the period that Sprint PCS is making such payments
directly to the Administrative Agent or its designee pursuant to this Section
2, Sprint PCS' setoff and recoupment rights under such Section 10.6 shall not
be limited to undisputed amounts. The Administrative Agent hereby agrees that
the Administrative Agent will not give any such written instructions for it to
receive such payments directly from a Sprint Party unless an Event of Default
has occurred under the Credit Agreement and is continuing, and that such
written instructions will require the payments to be redirected with respect to
all (and not fewer than all) of the Affiliates. Such written instructions to
make payments directly to the Administrative Agent shall be effective only so
long as an Event of Default is continuing, and the Administrative Agent will
revoke such instructions promptly following the cure of such Event of Default.
Any payments made by any Sprint Party directly to, or at the direction of, the
Administrative Agent shall fully satisfy any obligation of such Sprint Party to
make payments to any Affiliate under the Alamosa Sprint Agreements to the
extent of such payments.

         SECTION 3. Notice and Effect of Event of Default, Management Agreement
Breach and Event of Termination. The Administrative Agent agrees to provide to
Sprint PCS a copy of any written notice that Administrative Agent sends to
Borrower, promptly after sending such notice, that a Default or an Event of
Default has occurred and is continuing, and Sprint PCS agrees to provide to the
Administrative Agent a copy of any written notice that Sprint PCS sends to an
Affiliate, promptly after sending such notice, that an Event of Termination or
an event that if not cured, or if notice is provided, will constitute an Event
of Termination (each of an Event of Termination and an event that if not cured
would constitute an Event of Termination, a "Management Agreement Breach") has
occurred. The Sprint Parties acknowledge that the Administrative Agent has
informed them that an Event of Termination constitutes an Event of Default
under the Loan Documents, and the Sprint Parties further acknowledge that the
Alamosa Management Agreements do not prohibit Affiliates from curing such an
Event of Default.

         SECTION 4. Event of Default without a Management Agreement Breach.

                  (a) Affiliates Remain as Managers or Interim Manager
         Appointed. Upon and during the continuation of an Event of Default
         when no Management Agreement Breach as to which Sprint PCS has given
         the Administrative Agent notice exists on the original date of
         occurrence of such Event of Default, the Administrative Agent may, by
         prior written notice to Sprint PCS, with respect to the Affiliates,
         (i) allow the Affiliates to continue to act as Managers under their
         respective Sprint Agreements, (ii) appoint Sprint Spectrum to act as
         "Interim Manager" under the Alamosa Sprint Agreements, or (iii)
         appoint a Person other than Sprint Spectrum to act as Interim Manager
         under the Alamosa Sprint Agreements; provided, however, that if the
         Administrative Agent appoints an Interim Manager for one Affiliate,
         then the Administrative Agent appoints such Interim Manager as the
         Interim Manager for each of the other Affiliates. If the
         Administrative Agent initially allows the Affiliates to continue to
         act as Managers under the Alamosa Sprint Agreements, the
         Administrative Agent may later, during a continuation of an Event of
         Default, remove the Affiliates as Managers and take the action
         described above in clauses (ii) and (iii). The date on which a Person
         begins serving as Interim Manager shall be the "Commencement Date."

                                    Page 4
<PAGE>

                  (b) Sprint Spectrum or Sprint Spectrum Designee as Interim
         Manager. If the Administrative Agent appoints Sprint Spectrum as
         Interim Manager as permitted under Section 4(a), within 14 days after
         its appointment Sprint Spectrum shall accept the position or designate
         another Person (a "Sprint Spectrum Designee") to act as Interim
         Manager under the Alamosa Sprint Agreements for each of the
         Affiliates. The Administrative Agent shall accept Sprint Spectrum and
         any Sprint Spectrum Designee that is then acting as an Other Manager
         (other than an Affiliate) to act as Interim Manager under the Alamosa
         Sprint Agreements. Any Sprint Spectrum Designee that is not an Other
         Manager must be acceptable to the Administrative Agent, which
         acceptance will not be unreasonably withheld. If, within 30 days after
         the Administrative Agent gives Sprint Spectrum notice of its
         appointment as Interim Manager, Sprint Spectrum or a Sprint Spectrum
         Designee does not agree to act as Interim Manager, then the
         Administrative Agent shall have the right to appoint an Administrative
         Agent Designee as Interim Manager in accordance with Section 4(c). At
         the discretion of the Administrative Agent, Sprint Spectrum or the
         Sprint Spectrum Designee shall serve as Interim Manager for up to six
         months from the Commencement Date.

Upon the expiration of its initial six-month period as Interim Manager under
the Alamosa Sprint Agreements, Sprint Spectrum or the Sprint Spectrum Designee
will agree, at the written request of the Administrative Agent, to serve as
Interim Manager for up to six months from such expiration date until the
Administrative Agent gives Sprint Spectrum or the Sprint Spectrum Designee at
least 30 days' written notice of its desire to terminate the relationship;
provided, that the extended period will be for 12 months rather than six months
(for a complete term of 18 months) in the event, as of the date of the initial
appointment, the aggregate number of pops that the Affiliates and all Other
Managers have the right to serve under their respective management agreements
with the Sprint Parties is less than 40 million (such six or 12 month period,
the "Extension Period"). If Sprint Spectrum's or the Sprint Spectrum Designee's
term as Interim Manager is so extended at the request of the Administrative
Agent, then the Administrative Agent agrees that Sprint Spectrum's or the
Sprint Spectrum Designee's right to be reimbursed by an Affiliate promptly for
all amounts previously expended by Sprint Spectrum or the Sprint Spectrum
Designee under Section 11.6.3 of the Management Agreements of such Affiliates
(which expenditures were incurred in accordance with Section 9 of this Consent
and Agreement) shall no longer be subordinated to the Obligations as provided
in Section 9 in this Consent and Agreement, and Sprint Spectrum's or the Sprint
Spectrum Designee's right to be reimbursed by such Affiliate for any expenses
it incurs pursuant to its rights under Section 11.6.3 of the Alamosa Management
Agreements as provided in the Management Agreement (which expenditures were
incurred in accordance with Section 9 of this Consent and Agreement) shall not
be subject to the subordination to the Obligations as provided in Section 9 of
this Consent and Agreement; provided, that Sprint Spectrum or the Sprint
Spectrum Designee's right to be reimbursed for amounts expended under Section
11.6.3 of the Alamosa Management Agreements that in the aggregate exceed the
Reimbursement Limit (as defined in the next sentence) shall remain subordinated
to the Obligations as provided in Section 9 of this Consent and Agreement. The
term "Reimbursement Limit" means the amount equal to 5% of the sum of the
equity plus the long-term debt (i.e., notes that on their face are scheduled to
mature more than one year from the date issued), as reflected on the Borrower's
member's books on a fully-consolidated basis. Borrower and each Affiliate and
Guarantor agrees to promptly pay Sprint Spectrum or the Sprint Spectrum
Designee any amount that Sprint Spectrum or the Sprint Spectrum Designee does
not collect from the applicable Affiliate as permitted under the preceding
sentence within 60 days after such amount is due from such Affiliate.
Notwithstanding any other provision in this Section 4(b) to the contrary,
Sprint Spectrum or the Sprint Spectrum Designee shall not be required to
continue to serve as Interim Manager during the Extension Period at any time
after 30 days following delivery by it to the Administrative Agent of written
notice that Sprint Spectrum or the Sprint Spectrum Designee needs to expend
amounts under Section 11.6.3 of any Management Agreement that Sprint Spectrum
or the Sprint Spectrum Designee reasonably believes will not be reimbursed
based on the projected Collected Revenues for the remainder of the Extension
Period or reimbursed by the Lenders. If it becomes necessary for Sprint
Spectrum or the Sprint Spectrum Designee to expend any amount that it believes
will not be reimbursed or that exceeds the Reimbursement Limit, Sprint Spectrum
or the Sprint Spectrum Designee is not required to incur such expense.

                                    Page 5
<PAGE>

Upon the termination or expiration of the term of Sprint Spectrum or the Sprint
Spectrum Designee as Interim Manager, the Administrative Agent shall have the
right to appoint a successor Interim Manager in accordance with Section 4(c);
provided, that the Administrative Agent must appoint the same Person to act as
Interim Manager for each of the other Affiliates.

                  (c) Administrative Agent Designee as Interim Manager. If the
         Administrative Agent elects to appoint a Person other than Sprint
         Spectrum to act as Interim Manager under the Alamosa Sprint Agreements
         (an "Administrative Agent Designee") as permitted under Sections
         4(a)(iii) and 4(b), such Administrative Agent Designee must (i) agree
         to serve as Interim Manager for six months unless terminated earlier
         by Sprint PCS because of a material breach by the Administrative Agent
         Designee of the terms of the Sprint Agreements that is not timely
         cured or by the Administrative Agent in its discretion, (ii) meet the
         applicable "Successor Manager Requirements" set forth below in Section
         13, and (iii) agree to comply with the terms of the Alamosa Sprint
         Agreements but will not be required to assume the existing liabilities
         of any Affiliate. In the case of a proposed Administrative Agent
         Designee, Sprint PCS shall provide to the Administrative Agent, within
         10 Business Days after the request therefor, a detailed description of
         all information reasonably requested by Sprint PCS to enable Sprint
         PCS to determine if a proposed Administrative Agent Designee satisfies
         the Successor Manager Requirements. Sprint PCS agrees to inform
         Administrative Agent within 20 days after it receives such information
         respecting such proposed Administrative Agent Designee from the
         Administrative Agent whether such designee satisfies the Successor
         Manager Requirements. If Sprint PCS does not so inform the
         Administrative Agent within such 20-day period, then Sprint PCS shall
         be deemed to agree, for all purposes of this Consent and Agreement,
         that such proposed designee satisfies the Successor Manager
         Requirements. A Person that satisfies the Successor Manager
         Requirements (or is deemed to satisfy such requirements) qualifies
         under the Alamosa Management Agreements to become a Successor Manager,
         unless the Administrative Agent Designee materially breaches the terms
         of any Alamosa Sprint Agreement while acting as Interim Manager or no
         longer meets the Successor Manager Requirements. The Administrative
         Agent Designee may continue to serve as Interim Manager after the
         initial six-month period at the Administrative Agent's discretion, so
         long as the Administrative Agent Designee continues to satisfy the
         Successor Manager Requirements and it does not materially breach the
         terms of the any Alamosa Sprint Agreement. If the Administrative Agent
         Designee materially breaches any Alamosa Sprint Agreements while
         acting as Interim Manager, then Sprint PCS and the Administrative
         Agent have the rights set forth in Section 5; provided, that Sprint
         PCS may not allow an Affiliate to act as the Manager of the Alamosa
         Sprint Agreements without the Administrative Agent's consent.

         SECTION 5. Event of Default Created by a Management Agreement Breach.

                  (a) Affiliate Remains as Manager or Interim Manager
         Appointed. Upon an Event of Default created by a Management Agreement
         Breach or an Event of Termination (so long as at such time an Event of
         Default not created by a Management Agreement Breach or an Event of
         Termination as to which Administrative Agent has given Sprint PCS
         notice is not in existence), Sprint PCS may by prior written notice to
         the Administrative Agent (i) allow each Affiliate to continue to act
         as the Manager under its respective Sprint Agreements if approved by
         the Administrative Agent, (ii) act as Interim Manager under all of the
         Alamosa Sprint Agreements (in the case of Sprint Spectrum) or appoint
         Sprint Spectrum as Interim Manager (in the case of SprintCom or Cox
         License), or (iii) appoint a Sprint Spectrum Designee to act as
         Interim Manager under all of the Alamosa Sprint Agreements as provided
         in paragraph (b) below. If Sprint PCS initially allows the Affiliates
         to continue to act as Managers under the Alamosa Sprint Agreements,
         Sprint PCS may later remove the Affiliates as Managers and take the
         action described above in clauses (ii) and (iii); provided, however,
         that if Sprint PCS acts as Interim Manager or appoints an Interim
         Manager for one Affiliate, then Sprint PCS must act as Interim Manager
         or appoint an Interim Manager for each of the other Affiliates. The
         Administrative Agent shall have no right to appoint an Interim Manager
         when an Event of Default is caused by a Management Agreement Breach or
         an Event of Termination (unless an Event of Default not created by a
         Management Agreement Breach or an Event of Termination is in
         existence), unless Sprint PCS elects not to act as Interim Manager or
         to appoint a Sprint Spectrum Designee with respect to the Affiliate
         that is subject to the Management Agreement Breach or Event of
         Termination.

                                    Page 6
<PAGE>

                  (b) Sprint Spectrum or Sprint Spectrum Designee as Interim
         Manager. If Sprint Spectrum acts as Interim Manager or designates a
         Sprint Spectrum Designee to act as Interim Manager under the Alamosa
         Sprint Agreements, the Interim Manager shall serve as Interim Manager
         for up to six months from the Commencement Date, at the discretion of
         Sprint Spectrum. The Administrative Agent shall accept Sprint Spectrum
         and any Sprint Spectrum Designee that is then acting as an Other
         Manager (other than an Affiliate) to act as Interim Manager under the
         Alamosa Sprint Agreements. Any Sprint Spectrum Designee that is not
         then acting as an Other Manager must be acceptable to the
         Administrative Agent, which acceptance will not be unreasonably
         withheld.

Upon the expiration of its initial six-month period as Interim Manager under
the Alamosa Sprint Agreements, Sprint Spectrum or the Sprint Spectrum Designee
will agree to serve as Interim Manager for the Extension Period until the
Administrative Agent gives Sprint Spectrum or the Sprint Spectrum Designee at
least 30 days' written notice of its desire to terminate the relationship. If
Sprint Spectrum's or the Sprint Spectrum Designee's term as Interim Manager is
extended, then the Administrative Agent agrees that Sprint Spectrum's or the
Sprint Spectrum Designee's right to be reimbursed by any Affiliate promptly for
all amounts previously expended by Sprint Spectrum or the Sprint Spectrum
Designee under Section 11.6.3 of the Management Agreement of such Affiliate
(which expenditures were incurred in accordance with Section 9 of this Consent
and Agreement) shall no longer be subordinated to the Obligations as provided
in Section 9 of this Consent and Agreement, and Sprint Spectrum's or the Sprint
Spectrum Designee's right to be reimbursed by such Affiliate for any expenses
it incurs pursuant to its rights under Section 11.6.3 of the Alamosa Management
Agreements as provided in the Management Agreement (which expenditures were
incurred in accordance with Section 9 of this Consent and Agreement) shall not
be subject to subordination to the Obligations as provided in Section 9 of this
Consent and Agreement; provided, that Sprint Spectrum's or the Sprint Spectrum
Designee's right to be reimbursed for amounts expended under Section 11.6.3 of
the Alamosa Management Agreements that in the aggregate exceed the
Reimbursement Limit shall remain subordinated to the Obligations as provided in
Section 9 of this Consent and Agreement. Borrower and each Affiliate and
Guarantor agrees to promptly pay Sprint Spectrum or the Sprint Spectrum
Designee any amount that Sprint Spectrum or the Sprint Spectrum Designee does
not collect from the applicable Affiliate as permitted under the preceding
sentence within 60 days after such amount is due from such Affiliate.
Notwithstanding any other provision in this Section 5(b) to the contrary,
Sprint Spectrum or the Sprint Spectrum Designee shall not be required to
continue to serve as Interim Manager during the Extension Period at any time
after 30 days following delivery by it to the Administrative Agent of written
notice that Sprint Spectrum or the Sprint Spectrum Designee needs to expend
amounts under Section 11.6.3 of any Management Agreement that Sprint Spectrum
or the Sprint Spectrum Designee reasonably believes will not be reimbursed
based on the projected Collected Revenues for the remainder of the Extension
Period or reimbursed by the Lenders. If it becomes necessary for Sprint
Spectrum or the Sprint Spectrum Designee to expend any amount that it believes
will not be reimbursed or that exceeds the Reimbursement Limit, Sprint Spectrum
or the Sprint Spectrum Designee is not required to incur such expense.

Upon the termination or expiration of the term of Sprint Spectrum or the Sprint
Spectrum Designee as Interim Manager and with the consent of the Administrative
Agent (which consent shall not be unreasonably withheld or delayed), Sprint
Spectrum shall have the right to appoint a successor Interim Manager in
accordance with Section 5(a).

                                    Page 7
<PAGE>

                  (c) Administrative Agent Designee as Interim Manager.
         Notwithstanding anything in paragraph (a) above to the contrary, if,
         after Acceleration (as defined in Section 6(a) of this Consent and
         Agreement) and within 30 days after Sprint PCS gives the
         Administrative Agent notice of a Management Agreement Breach, Sprint
         Spectrum does not agree to act as Interim Manager or does not obtain
         the consent of a Sprint Spectrum Designee to act as Interim Manager
         under the Sprint Agreements, or if Sprint Spectrum or the Sprint
         Spectrum Designee gives the Administrative Agent notice of its
         resignation as Interim Manager and Sprint Spectrum fails to appoint a
         successor in accordance with Section 5(b) within 30 days after such
         resignation, the Administrative Agent may appoint an Administrative
         Agent Designee to act as Interim Manager for all of the Affiliates.
         Such Administrative Agent Designee must (i) agree to serve as Interim
         Manager for each of the Affiliates for six months unless terminated
         earlier by Sprint PCS because of a material breach by the
         Administrative Agent Designee of the terms of the Alamosa Sprint
         Agreements or by the Administrative Agent in its discretion, (ii) meet
         the applicable Successor Manager Requirements, and (iii) agree to
         comply with the terms of the Alamosa Sprint Agreements. In the case of
         a proposed Administrative Agent Designee, Sprint PCS shall provide to
         the Administrative Agent, within 10 Business Days after the request
         therefor, a detailed description of all information reasonably
         requested by Sprint PCS to enable Sprint PCS to determine if a
         proposed Administrative Agent Designee satisfies the Successor Manager
         Requirements. Sprint PCS agrees to inform Administrative Agent within
         20 days after it receives such information respecting such proposed
         Administrative Agent Designee from the Administrative Agent whether
         such designee satisfies the Successor Manager Requirements. If Sprint
         PCS does not so inform the Administrative Agent within such 20-day
         period, then Sprint PCS shall be deemed to agree, for all purposes of
         this Consent and Agreement, that such proposed designee satisfies the
         Successor Manager Requirements. A Person that satisfies the Successor
         Manager Requirements qualifies under the Alamosa Management Agreements
         to become a Successor Manager, unless the Administrative Agent
         Designee materially breaches the terms of any Alamosa Sprint Agreement
         while acting as Interim Manager or no longer meets the Successor
         Manager Requirements. The Administrative Agent Designee may continue
         to serve as Interim Manager after the initial six-month period at the
         Administrative Agent's discretion, so long as the Administrative Agent
         Designee continues to satisfy the Successor Manager Requirements and
         it does not materially breach the terms of the Alamosa Sprint
         Agreements. If the Administrative Agent Designee materially breaches
         any Alamosa Sprint Agreements while acting as Interim Manager, then
         Sprint PCS and the Administrative Agent have the rights set forth in
         Section 5; provided, that Sprint PCS may not allow an Affiliate to act
         as the Manager of the Alamosa Sprint Agreements without the
         Administrative Agent's consent.

         SECTION 6. Purchase and Sale of the Operating Assets. Upon the
occurrence and during the continuation of an Event of Default, the following
provisions shall govern the purchase and sale of the Operating Assets:

                                    Page 8
<PAGE>

                  (a) Acceleration of the Obligations Under the Loan Documents.
         In the event the Lenders accelerate the maturity of the Obligations
         under the Loan Documents (an "Acceleration" and, the date thereof, an
         "Acceleration Date"), the Administrative Agent shall give written
         notice thereof to Sprint PCS. Upon receipt of notice of Acceleration,
         Sprint PCS shall have the right, to which right Borrower and each
         Affiliate and Guarantor, by acknowledging this Consent and Agreement,
         expressly agree, to purchase the Operating Assets of all (but not less
         than all) of the Affiliates from Borrower and the Affiliates for an
         amount equal to the greater of (i) 72% of the aggregate amount of the
         Entire Business Value (as defined in the Alamosa Management
         Agreements), of the Affiliates, in each case valued in accordance with
         the procedure set forth in Section 11.7 of the relevant Management
         Agreement (with the assumption that the deemed ownership of the
         Disaggregated License under Section 11.7.3 of the Management Agreement
         includes the transfer of the Sprint PCS customers as contemplated by
         Section 11.4 of the Management Agreement), and (ii) the aggregate
         amount of the Obligations. Sprint PCS shall, within 60 days of receipt
         of notice of Acceleration, give Borrower, each Affiliate and the
         Administrative Agent notice of its intent to exercise the purchase
         right. In the event Sprint PCS gives the Administrative Agent written
         notice of its intent to purchase the Operating Assets of all of the
         Affiliates, the Administrative Agent agrees that it shall not enforce
         its Security Interests in the Collateral until the earlier to occur of
         (i) expiration of the period consisting of 120 days after the
         Acceleration Date (or such later date that shall be provided for in
         the purchase agreement and acceptable to the Administrative Agent in
         its discretion to close the purchase of the Operating Assets) or (ii)
         receipt by Administrative Agent, Borrower and each Affiliate from
         Sprint PCS of written notice that Sprint PCS has determined not to
         proceed with the closing of the purchase of such Operating Assets for
         any reason. If after the 120-day period after the Acceleration Date,
         Borrower or an Affiliate receives any purchase offer for the Operating
         Assets of one or more Affiliates or the Pledged Equity of one or more
         Affiliates that is confirmed in writing by Borrower or such Affiliates
         to be acceptable to Borrower or such Affiliates, Sprint PCS shall have
         the right, subject to the consent of the Administrative Agent, to
         purchase such Operating Assets or such Pledged Equity, as the case may
         be, on terms and conditions at least as favorable to Borrower and such
         Affiliates as the terms and conditions proposed in such offer so long
         as within 14 Business Days after Sprint PCS's receipt of such other
         offer Sprint PCS offers to purchase such Operating Assets or such
         Pledged Equity and so long as the conditions of Sprint PCS's offer and
         the amount of time it will take Sprint PCS to effect such purchase is
         acceptable to Borrower or such Affiliates and the Administrative
         Agent. Any such offer shall be confirmed in writing by the third party
         offeror. In the event Sprint PCS exercises its rights under this
         Section 6(a), (i) Borrower and the Affiliate shall sell (and, if
         necessary, cause their Related Parties to sell) such Operating Assets
         or such Pledged Equity to Sprint PCS, (ii) the Administrative Agent
         and the Lenders shall consent to such purchase and sale provided that
         the proceeds thereof shall be sufficient to repay the aggregate amount
         of the Obligations, and (iii) Sprint PCS shall make all payments to be
         made under this Section 6(a) to Administrative Agent for its
         application against the Obligations and any additional amounts shall
         be paid to Borrower or the Affiliate or other owner of the assets sold
         unless otherwise required by law or by this Consent and Agreement. The
         purchase right of the Sprint Parties under this Section 6(a) shall be
         in substitution of the purchase rights of the Sprint Parties under
         Section 11.6.1 of the Alamosa Management Agreements. If Sprint PCS
         purchases such Operating Assets or such Pledged Equity as permitted
         under this Section 6(a), the Administrative Agent and the Guarantors
         will release or assign their interests in the Collateral, the
         Additional Collateral and the Guarantee Document as described below in
         Section 6(e) upon payment in full of the aggregate amount of the
         Obligations and the termination of all Commitments to advance credit
         under the Credit Agreement.



                                    Page 9
<PAGE>

                  (b) Sale of Operating Assets to Third Parties. If the Sprint
         Parties do not purchase the Operating Assets of each of the Affiliates
         after an Acceleration as described above in Section 6(a), the
         Collateral may be sold as follows:

                           (i) Sale to Successor Manager. The Collateral may be
         sold by the Administrative Agent (in its sole discretion) in the
         exercise of certain of its rights and remedies as a secured party
         under the Loan Documents or by Borrower or an Affiliate, at the
         discretion of the Administrative Agent, to a person that satisfies the
         Successor Manager Requirements. Sprint PCS shall provide to the
         Administrative Agent, with a copy to Borrower, within 10 Business Days
         after the request therefor, a detailed description of all information
         reasonably requested by Sprint PCS to enable Sprint PCS to determine
         if a proposed buyer satisfies the Successor Manager Requirements.
         Sprint PCS agrees to inform the Administrative Agent and Borrower
         within 20 days after it receives such information respecting such
         proposed buyer from the Administrative Agent whether such designee
         satisfies the Successor Manager Requirements. If Sprint PCS does not
         so inform the Administrative Agent within such 20-day period, then
         Sprint PCS shall be deemed to agree, for all purposes of this Consent
         and Agreement, that such proposed designee satisfies the Successor
         Manager Requirements. If the proposed buyer satisfies the Successor
         Manager Requirements (or is deemed to satisfy such requirements) and
         wishes to become a "Successor Manager", the buyer must agree to be
         bound by the Sprint Agreements; provided, that buyer shall have no
         responsibility or liability for any liability to any Person other than
         a Sprint Party and Related Party of Sprint PCS arising out of an
         Affiliate's operations prior to the date buyer becomes bound by the
         Sprint Agreements. In such case the Sprint Agreements shall remain in
         full force and effect with the buyer as Successor Manager and this
         Consent and Agreement shall remain in full force and effect for the
         benefit of the Successor Manager and any Person providing senior
         secured debt financing to such Successor Manager if required by such
         Person. Sprint PCS agrees, with respect to any past failure of an
         Affiliate to perform any obligation under the Sprint Agreements, that
         the Successor Manager shall have the same amount of time to perform
         such obligation that such Affiliate had under the Sprint Agreements,
         with the performance period commencing on the date on which the buyer
         becomes a Successor Manager. Sprint PCS shall permit the performance
         period set forth in the Management Agreement to be extended for such
         period of time that Sprint PCS believes is reasonable to allow
         Successor Manager to perform such unperformed obligations.

                           (ii) Sale to Other than Successor Manager. The
         Collateral may be sold pursuant to the exercise by the Administrative
         Agent or the Lenders of their rights and remedies under the Loan
         Documents or by Borrower or the Affiliates, at the discretion of the
         Administrative Agent (subject to requirements of applicable law) to a
         person that does not satisfy the Successor Manager Requirements or to
         a person that does not wish to become a Successor Manager, but only
         under the following conditions:

                                    (A) the Sprint Parties may terminate
         the Sprint Agreements with such buyer following the closing of such
         purchase (and the Administrative Agent and the buyer shall have no
         rights thereto or thereunder with respect to events occurring after
         the closing of such purchase);

                                    (B) the buyer may purchase the
         Disaggregated License as described below in Section 6(b)(iv) and with
         the Disaggregated License having the characteristics described in the
         definition thereof; and



                                    Page 10
<PAGE>

                                    (C) the purchase agreement with the
         buyer contains the requirements set forth in Section 6(c) of this
         Consent and Agreement.

                           (iii) Confidentiality Agreement. Before any
         potential buyer is provided Confidential Information respecting the
         potential purchase of any of the Collateral (which buyer shall be
         entitled to receive), the potential buyer shall execute a
         confidentiality agreement in the form attached as Exhibit A with such
         changes thereto as may be reasonably requested by the parties to the
         agreement; provided, however, in the event the potential buyer does
         not satisfy the Successor Manager Requirements or has notified
         Borrower, Sprint PCS or the Administrative Agent that it does not
         intend to be a Successor Manager, Confidential Information that
         constitutes or relates to any technical, marketing, financial,
         strategic or other information concerning any of the Sprint Parties
         and that does not pertain to the businesses of the Affiliates shall
         not be permitted to be provided to such potential buyer.

                           (iv) Sale of Disaggregated Licenses. Sprint PCS will
         sell Disaggregated Licenses as follows when required under Section
         6(b)(ii)(B):

                                    (A) If a buyer wishes to purchase
         spectrum in connection with its purchase of any Operating Assets, it
         will purchase such spectrum from an Affiliate and Sprint PCS as
         follows. The buyer will purchase from such Affiliate or its Related
         Parties any licenses that such Affiliate or such Related Parties own
         (the "Affiliate's Licenses"). If such Affiliate's Licenses were not
         being used to operate the Service Area Network, Sprint PCS will
         reimburse the buyer for the microwave relocation costs incurred to
         clear the spectrum bought from such Affiliate or its Related Parties
         that the buyer will need to use to operate the Service Area Network as
         constructed on the date that the buyer purchases such Operating
         Assets. If the buyer does not meet the FCC requirements to buy such
         Affiliate's Licenses, the buyer will seek a waiver from the FCC of the
         restrictions that prohibit the buyer's ownership of such licenses.
         While any such FCC application is pending and while the buyer is
         clearing the microwave from an Affiliate's spectrum, the buyer may
         continue to use Sprint PCS' Spectrum on which the Service Area Network
         operates. Sprint PCS will sell its Disaggregated Licenses as described
         in Sections 6(b)(iv)(B), 6(b)(iv)(C) and 6(b)(iv)(D) only in those
         BTAs in which (1) such Affiliate or its Related Parties do not own a
         license or the obligation to sell the license is unenforceable, (2)
         the FCC will not approve the transfer of such Affiliate's License to
         the buyer, or (3) Sprint PCS determines that it does not wish to
         reimburse the buyer for the cost of the microwave relocation.

                                    (B) If the buyer, an entity with
         respect to which such buyer directly or indirectly through one or more
         persons owns the total voting power or at least 50% of the total
         voting power or at least 50% of the total equity (a "controlled
         entity"), an entity that directly or indirectly through one or more
         persons has a parent entity that owns at least 50% of the voting power
         or at least 50% of the total equity of both the buyer and the common
         controlled entity (a "common controlled entity"), owns a license to
         provide wireless service to at least 50% of the pops in a BTA with
         respect to which such buyer proposes to purchase Spectrum (each a
         "Restricted Party" with respect to such BTA), the buyer may buy only 5
         MHZ of Spectrum from Sprint PCS for such BTA.

                                    (C) If the buyer is not a Restricted
         Party for a BTA with respect to which such buyer proposes to purchase
         Spectrum, and either does not satisfy the Successor Manager
         Requirements (other than those set forth in Section 13(b) of this
         Consent and Agreement) or does not wish to be a Successor Manager,
         then the buyer may buy 5 MHZ, 7.5 MHZ or 10 MHZ of Spectrum from
         Sprint PCS as the buyer determines in its sole discretion.



                                    Page 11
<PAGE>

                                    (D) If Sprint PCS sells a Disaggregated
         License to a buyer as required under this Section 6(b)(iv), the buyer
         must pay a price equal to the sum of (1) the original cost of the
         applicable License to Sprint PCS pro rated on a pops and spectrum
         basis, plus (2) the microwave relocation costs paid by Sprint PCS
         attributable to clearing the Spectrum in the Disaggregated License,
         plus (3) the amount of carrying costs to Sprint PCS attributable to
         such original cost and microwave relocation costs from the date of
         this Consent and Agreement to and including the date on which the
         Disaggregated License is transferred to the buyer, based on a rate of
         12 percent per annum.

                  (c) No Direct Solicitation of Customers. Upon the sale of the
         Collateral or the Disaggregated License in accordance with this
         Consent and Agreement pursuant to Section 6(b)(ii), then the Sprint
         Parties agree to transfer to the buyer thereof the customers with a
         MIN assigned to the Service Area covered by the Disaggregated License,
         but Sprint PCS shall retain the customers of a national account and
         any resellers who are then party to a resale agreement with Sprint
         PCS. Each Sprint Party agrees to take all actions reasonably requested
         by the buyer of the Collateral to fully transfer to such purchaser
         such customers. Each Sprint Party agrees that neither it nor any of
         its Related Parties will directly or indirectly solicit, for six
         months after the date of transfer, the customers with a MIN assigned
         to the Service Area covered by the Disaggregated License; provided,
         that Sprint PCS retains the customers of a national account and any
         resellers that have entered into a resale agreement with Sprint PCS,
         Sprint PCS may advertise nationally, regionally and locally, and
         engage direct marketing firms to solicit customers generally. If the
         buyer continues to operate the purchased assets as a wireless network
         in the same geographic area on a network that is technologically
         compatible with Sprint PCS's network, the buyer and Sprint PCS shall
         each agree to provide roaming services to the other (in the case of
         Sprint PCS, the roaming services shall be provided to those customers
         of buyer in the geographic area serviced by the Disaggregated License
         roaming nationally and, in the case of buyer, the roaming services
         shall be provided to those customers of Sprint PCS roaming in the
         geographic area covered by the Disaggregated License) pursuant to a
         roaming agreement to be entered into between buyer and Sprint PCS and
         to be mutually agreed upon so long as such agreement is based on
         Sprint PCS's then standard roaming agreement used by Sprint PCS in the
         industry and the price that each party shall pay the other party for
         roaming services provided to the first party shall be a price equal to
         the lesser of: (1) MFN Pricing provided by buyer to third parties
         roaming in the geographic area serviced by the Disaggregated License;
         and (2) the national average paid by Sprint PCS to third parties for
         Sprint PCS's customers to roam in such third parties' geographic areas
         (including Other Managers). Such obligations with respect to roaming
         shall continue until such roaming agreement is terminated pursuant to
         its terms. The buyer shall agree in writing that if it continues to
         operate the purchased assets as a wireless network in the same
         geographic area on a network that is technologically compatible with
         Sprint PCS's network, the buyer shall, to the extent required by law,
         provide resale to Sprint PCS in the geographic area covered by the
         Disaggregated License at the MFN Pricing that buyer charges third
         parties who purchase resale from buyer; provided, however, if buyer is
         not offering resale to any other customers then pricing of resale
         provided to Sprint PCS shall be as mutually agreed; and provided,
         further, however, whether or not buyer is required by law to offer
         such resale, buyer shall offer such resale (on the terms described in
         this sentence) to national customers of Sprint PCS.

                  (d) Deferral of Portion of Collected Revenues. (i) Under
         Section 10.1.1 of each Management Agreement, Sprint PCS retains 8% of
         the Collected Revenues on a weekly basis (the "Retained Amount").
         Following an Acceleration and for up to two years after such
         Acceleration, Sprint PCS shall retain only one half of the Retained
         Amount with respect to each Affiliate, and the remaining one half of
         the Retained Amount shall be advanced to the relevant Affiliate (or,
         if so directed by the Administrative Agent pursuant to Section 2
         hereof, to the Administrative Agent) at the time the weekly fee
         provided under Section 10.1.1 of the relevant Management Agreement is
         paid; provided, that after the first anniversary of the Acceleration
         Date, Sprint PCS shall retain the entire Retained Amount of each
         Affiliate if Sprint PCS is not serving as the Interim Manager.



                                    Page 12
<PAGE>

                           (ii) The portion of the Retained Amount advanced to
         any Affiliate (or, if so directed by the Administrative Agent pursuant
         to Section 2 hereof, to the Administrative Agent) (the "Deferred
         Amount") shall be evidenced by a promissory note executed by such
         Affiliate contemporaneously with this Consent and Agreement in the
         form of Exhibit B hereto (the "Deferred Amount Note").

                           (A) Amounts will be drawn on the Deferred Amount
                  Note each time Sprint PCS advances a Deferred Amount to such
                  Affiliate or the Administrative Agent.

                           (B) The Deferred Amount Note will bear interest at a
                  rate equal to the greatest of (I) the average interest rate
                  of Borrower's secured debt, (II) the average rate of
                  Borrower's unsecured debt, and (III) Sprint PCS' cost of
                  capital.

                           (C) The Deferred Amount Note shall mature on the
                  earlier of (I) the date on which a Successor Manager is
                  qualified and assumes such Affiliate's rights and obligations
                  under the Sprint Agreements, and (II) the date on which the
                  Operating Assets are purchased by a third-party buyer, or on
                  which a stock or other equity acquisition, merger,
                  consolidation or other transaction resulting in the indirect
                  transfer of the Operating Assets to a third-party buyer (an
                  "Indirect Transfer") is consummated.

                           (iii) In the event a Successor Manager assumes any
         of the obligations of an Affiliate under the Sprint Agreements, such
         Successor Manager shall also assume the obligations under the Deferred
         Amount Note. In the event that the Operating Assets of any Affiliates
         are sold to a third party buyer or an Indirect Transfer is
         consummated, the obligations of such Affiliate under the Deferred
         Amount Note shall be subordinate to Borrower's obligations to its
         secured lenders.

                           (iv) After the two-year anniversary of the
         Acceleration, or earlier if a Successor Manager is appointed or if
         Sprint PCS is not serving as the Interim Manager, Sprint PCS will
         again retain the full Retained Amount.

                   (e) Payment of Obligations; Release and Assignment of Rights.
         The term "Obligations" means the amount equal to the Obligations, after
         taking into consideration any amounts received from the Guarantors.

                  If Sprint PCS purchases the Operating Assets of the
Affiliates or the Pledged Equity as permitted under Section 6(a) or Section 10,
and the Obligations have been paid in full and the Credit Agreement and all
Commitments have terminated or been assigned to a Sprint Party: (i) the
Guarantors will have no right to any amounts paid by Sprint PCS pursuant to
such purchase (except to the extent such purchase is pursuant to Section 6(a)
and the amount paid by Sprint PCS exceeds the amount of the Obligations and is
not payable to other creditors of Borrower or an Affiliate); (ii) the
Administrative Agent will, at the election of Sprint PCS, either release or
assign to Sprint PCS all Security Interests in the Collateral and all
Additional Security Interests in the Additional Collateral and release or
assign to Sprint PCS all rights related to the Loan Documents and the Guarantee
Documents and all future payments under the Loan Documents and the Guarantee
Documents; and (iii) the Guarantors will, at the election of Sprint PCS,
release or assign to Sprint PCS, any and all rights they have against the
Collateral and the Additional Collateral or arising out of any payment to the
Administrative Agent or any Sprint Party with respect to the Loan Documents or
the Guarantee Documents.



                                    Page 13
<PAGE>

         SECTION 7. No Limits on Remedies. Nothing contained in this Consent
and Agreement shall limit any rights of the Administrative Agent or Lenders to
Accelerate. Except as expressly provided herein, nothing contained in this
Consent and Agreement shall limit any rights or remedies that the
Administrative Agent or the Lenders may have under the Loan Documents or
applicable law. The Administrative Agent may not sell, lease, assign, convey or
otherwise dispose of the Collateral other than as permitted under this Consent
and Agreement.

         SECTION 8. Rights and Obligations of Interim Manager. The Interim
Manager may collect a reasonable management fee for its services; provided,
that if Sprint Spectrum or a Related Party of Sprint PCS acts as Interim
Manager, such management fee shall not exceed the direct expenses relating to
Sprint Spectrum or such Related Party employees for the actual time spent by
such employees when performing the function of Interim Manager and Sprint
Spectrum's or such Related Party's out-of-pocket expenses. Such direct expenses
shall include such employees' salaries and benefits, and the out-of-pocket and
accrued expenses allocated to such employees. If Sprint Spectrum is the Interim
Manager, the management fee will be paid out of the 92% Management Fee that
Sprint PCS pays under each of the Alamosa Management Agreements, and will be in
addition to the fees it receives under the Alamosa Services Agreements. Sprint
PCS shall collect such management fee by setoff against the fees and any other
amounts payable to an Affiliate under the Sprint Agreements. The Interim
Manager will be required to operate each of the Service Area Networks in
accordance with the terms of the Alamosa Sprint Agreements and will be subject
to all of the requirements and obligations of such agreements, but will not be
required to assume the existing liabilities of any Affiliate.

         SECTION 9. Rights to Cure. Neither the provisions of this Consent and
Agreement nor any action of the Administrative Agent or any Sprint Party shall
require the Administrative Agent, any Lender or any Sprint Party to cure any
default of any Affiliate under the Alamosa Sprint Agreements or to perform
under Alamosa the Sprint Agreements, but shall only give it the option to do so
except to the extent otherwise required by this Consent and Agreement. Sprint
PCS may exercise its rights under Section 11.6.3 of the Alamosa Management
Agreements upon an Event of Termination, whether such situation arises while an
Affiliate, Sprint Spectrum, an Administrative Agent Designee or a Sprint
Spectrum Designee is acting as Interim Manager and notwithstanding any other
provision of this Consent and Agreement; provided, that the right to
reimbursement for any expenses incurred in connection with such cure shall be
unsecured and until such time as the Obligations have been paid in full in cash
and all commitments to advance credit under the Credit Agreement have
terminated or expired, the Person or Persons entitled thereto shall not receive
such reimbursement, except as specifically provided in Section 4(b) or Section
5(b) of this Consent and Agreement. Sprint PCS shall not be permitted to deduct
or setoff from its payments to an Affiliate any such amounts it is not entitled
to receive under this Section and shall not take any action of any type to
attempt to collect such reimbursement and the failure to be so reimbursed shall
not constitute a Management Agreement Breach. In the event that Sprint PCS
receives any payments or distributions that it is not entitled to receive under
this Section, such payments shall be held in trust for, and promptly turned
over to, the parties entitled thereto. If Sprint PCS has designated a third
party to take action under Section 11.6.3 of the Alamosa Management Agreements,
before taking any such action such third party shall enter into an agreement
with Administrative Agent providing that such third party agrees to the
provisions of this Section 9 as if it were a party hereto. Until such time as
the Obligations have been paid in full in cash and all commitments to advance
credit under the Credit Agreement have terminated or expired, Sprint PCS shall
not be entitled to exercise any other remedies under the Alamosa Sprint
Agreements, including, without limitation, the remedy of terminating the
Alamosa Sprint Agreements (except to the extent permitted under Sections
6(b)(ii)(A) and 12 of this Consent and Agreement) or the remedy of withholding
any payment set forth in Section 10 of the Alamosa Management Agreements
(subject to Sprint PCS's rights of setoff or recoupment with respect to such
payments as permitted under Sections 2, 4(b), 5(b) and 9 of this Consent and
Agreement). Until such time as the Obligations have been paid in full in cash
and all commitments to advance credit under the Credit Agreement have
terminated or expired, notwithstanding anything to the contrary contained in
Section 2.3 of the Alamosa Management Agreements, in no event shall any Person
other than an Affiliate or a Successor Manager be a manager or operator for
Sprint PCS with respect to the Wireless Mobility Communications Network in any
Service Area and neither Sprint PCS nor any of its Related Parties shall own,
operate, build or manage another Wireless Mobility Communications Network in
any Service Area, except to the extent provided in Sections 2.3(a), (b), (c) or
(d) of the Alamosa Management Agreements and except to the extent that the
Alamosa Sprint Agreements are terminated in accordance with Section 6(b)(ii)(A)
of this Agreement. The Administrative Agent acknowledges and agrees that Sprint
PCS shall also have the right to cure an Event of Default or to assist an
Affiliate in curing an Event of Default but only to the extent Borrower has the
right to so cure under the Loan Documents, as applicable (it being understood
that the act of Sprint PCS curing an Event of Default shall not constitute an
independent Event of Default unless the act itself would otherwise constitute a
Default (e.g. a sale of assets not otherwise permitted by the Loan Documents)),
including but not limited to Sprint PCS's providing Borrower the funds
necessary to operate or meet certain financial covenants in the Loan Documents.
The Administrative Agent shall have the right to cure any Management Agreement
Breach.



                                    Page 14
<PAGE>

         SECTION 10. Sprint PCS's Right to Purchase Obligations, Operating
Assets, or Pledged Equity.



                   (a) Following the Acceleration Date and until the 60-day
         anniversary of the filing of a bankruptcy petition by or with respect
         to any of Borrower or the Affiliates, Sprint PCS shall have the right
         to purchase the Obligations under, and as defined in, the Credit
         Agreement, by repaying the Obligations in full in cash. In the event
         that Sprint PCS purchases the Obligations within 60 days immediately
         following the earlier of (i) the Acceleration Date and (ii) the date of
         the filing of the first bankruptcy petition by or with respect to any
         of Borrower or the Affiliates, Sprint PCS may in lieu of purchasing the
         total amount of the Obligations, purchase all Obligations other than
         the accrued interest with respect thereto for a purchase price equal to
         the amount of the Obligations other than such accrued interest and any
         fees and expenses that are unreasonable, in which case, such accrued
         interest and unreasonable fees and expenses shall remain due and owing
         by Borrower to the Lenders. For clarity, the time period within which
         Sprint PCS shall have the right to purchase the Obligations under this
         Section 10(a) or the Operating Assets or Pledged Equity under Section
         10(b) shall commence when the first bankruptcy petition in respect of
         Borrower or any Affiliate shall be filed, and such time period shall
         not be restarted by any subsequent filing of a bankruptcy petition in
         respect of any other Affiliate or, if the first such petition was filed
         in respect of an Affiliate, the Borrower.

                   (b) In the event that the Administrative Agent acquires the
         Operating Assets or takes title to the Pledged Equity, Sprint PCS shall
         have the right to purchase the Operating Assets or the Pledged Equity
         from the Administrative Agent during the limited period of time
         provided in and otherwise in accordance with this Section 10(b) by
         paying to the Administrative Agent in cash an amount equal to the sum
         of the aggregate amount paid (by credit against the Obligations or
         otherwise) by the Administrative Agent or the Lenders for the Operating
         Assets or Pledged Equity, as the case may be, plus the aggregate amount
         of any remaining unpaid Obligations. Administrative Agent shall give
         Sprint PCS notice of any acquisition of the Operating Assets or the
         Pledged Equity by the Administrative Agent promptly following the date
         of final consummation of such acquisition (the "Acquisition Notice").
         Sprint PCS shall, within 60 days of receipt of a valid Acquisition
         Notice, give the Administrative Agent (and Borrower in the case of a
         purchase of the Pledged Equity) notice of its intent to exercise its
         purchase right under this Section 10(b). In the event Sprint PCS gives
         the Administrative Agent written notice of its intent to purchase the
         Operating Assets or the Pledged Equity, the Administrative Agent agrees
         that it shall provide Sprint PCS the right to purchase the Operating
         Assets or Pledged Equity, as the case may be, until the earlier to
         occur of (i) expiration of the period consisting of 120 days after
         Sprint PCS' receipt of a valid Acquisition Notice (or such later date
         that shall be provided for in the purchase agreement and acceptable to
         the Administrative Agent in its sole discretion to close the purchase
         of the Operating Assets or Pledged Equity) or (ii) receipt by
         Administrative Agent from Sprint PCS of written notice that Sprint PCS
         has determined not to proceed with the closing of the purchase of the
         Operating Assets or Pledged Equity. If Sprint PCS at any time purchases
         the Operating Assets or Pledged Equity as permitted under this Section
         10, the Administrative Agent and the Guarantors will release or assign
         their interest in the Collateral, the Loan Documents and the Guaranty
         Documents as described in Section 6(e) upon payment in full of the
         aggregate amount of the Obligations. Notwithstanding the foregoing, in
         the event that a bankruptcy petition is filed by or with respect to any
         Affiliate, Sprint PCS shall again have the right to purchase the
         Operating Assets or the Pledged Equity from the Administrative Agent by
         repaying the Obligations in full in cash, by giving the Administrative
         Agent notice of its intent to exercise such purchase right no later
         than 60 days following the date of filing of the first such bankruptcy
         petition in respect of any of the Affiliates. In the event Sprint PCS
         gives the Administrative Agent written notice of its intent to purchase
         the Operating Assets or the Pledged Equity, the Administrative Agent
         agrees that it shall provide Sprint PCS the right to purchase the
         Operating Assets or the Pledged Equity for 120 days from the date of
         filing of the bankruptcy petition; provided, that if the purchase
         requires bankruptcy court approval, then Sprint PCS shall diligently
         seek to obtain such approval and such period within which Sprint PCS
         shall consummate the purchase shall be extended until the earliest of
         (i) the later of 120 days from the date of filing of the bankruptcy
         petition or 5 days after Sprint PCS receives such bankruptcy court
         approval, (ii) the date on which an order is issued by a court with
         competent jurisdiction that denies Sprint PCS' application for such
         approval and such order may no longer be appealed by Sprint PCS, (iii)
         the date on which Sprint PCS gives the Administrative Agent written
         notice that Sprint PCS has determined not to proceed with such
         purchase, and (iv) the date on which an order is issued by a court with
         competent jurisdiction that approves the sale of the Operating Assets
         or the Pledged Equity to a third party and such order may no longer be
         appealed by Sprint PCS.



                                    Page 15
<PAGE>

                   (c) If at any time during the period described in Section
         10(a) or 10(b) above or thereafter the Administrative Agent receives
         any purchase offer for the Operating Assets, the Pledged Equity or the
         Obligations, as applicable, that is acceptable to the Administrative
         Agent, the Administrative Agent shall exercise reasonable efforts to
         obtain the consent of the offeror to deliver a copy of such offer to
         Sprint PCS and Sprint PCS shall have the right to purchase the
         Operating Assets, the Pledged Equity or the Obligations, as applicable,
         on terms and conditions at least as favorable to the Administrative
         Agent as the terms and conditions proposed in such offer so long as
         within 14 Business Days after Sprint PCS's receipt of such other offer
         Sprint PCS offers to purchase the Operating Assets, the Pledged Equity
         or the Obligations, as applicable, and so long as the conditions of
         Sprint PCS's offer and the amount of time it will take Sprint PCS to
         effect such purchase is acceptable to the Administrative Agent and the
         Lenders.

                   (d) If Sprint PCS at any time purchases the entirety of the
         Obligations as provided in this Section 10, the Administrative Agent
         shall assign and transfer or cause the Lenders to assign and transfer
         to Sprint PCS all rights and interests in, to and under all of the Loan
         Documents, including but not limited to all security interests, liens,
         financing statements, guaranties (including the Guarantee Documents)
         and other credit enhancements related to such Loan Documents, and all
         rights and claims thereunder (collectively referred to as the "Loan
         Document Rights"). If Sprint PCS purchases all Obligations other than
         accrued interest (as permitted in the second sentence of Section 10(a)
         above), then the Administrative Agent shall assign and transfer or
         cause the Lenders to assign and transfer to Sprint PCS all Loan
         Document Rights, except that if Sprint PCS receives payment in full of
         all Obligations due under the Loan Documents (including the amount it
         did not pay the Administrative Agent, as permitted in the second
         sentence of Section 10(a) above), it shall pay such amount to the
         Administrative Agent unless the Administrative Agent has already
         received payment of such amount. If Sprint PCS at any time purchases
         the entirety or less than all of the Obligations, the Guarantors will
         release any and all rights they have against the Collateral or arising
         out of any payment to the Administrative Agent or any Sprint Party with
         respect to the Loan Documents or their Guaranty Documents.

         SECTION 11. Foreclosure. Upon the Administrative Agent or any Lender
or any other Person that meets the Successor Manager Requirements acquiring the
Operating Assets and the Sprint Agreements of an Affiliate, then such Person
shall be entitled to exercise any and all rights of an Affiliate under such
Sprint Agreements in accordance with the terms of such Sprint Agreements and
each Sprint Party will thereupon comply in all respects with such exercise by
such Person and perform its obligations under such Sprint Agreements and this
Consent and Agreement for the benefit of such Person. Each Sprint Party agrees
that the Administrative Agent or any Lender may (but shall not be obligated
to), subject to and in accordance with the terms of this Consent and Agreement,
assign its rights and interests acquired in the Operating Assets and the Sprint
Agreements of an Affiliate to any buyer or transferee thereof and, in the event
the buyer wishes to become a party to such Sprint Agreements and such buyer
satisfies the Successor Manager Requirements, such buyer shall be bound by such
Sprint Agreements; provided, that buyer shall have no responsibility or
liability to any Person other than a Sprint Party and a Related Party of a
Sprint Party arising out of such Affiliate's operations prior to the date buyer
becomes bound by such Sprint Agreements. In such case such Sprint Agreements
shall remain in full force and effect with the buyer as Successor Manager and
this Consent and Agreement shall remain in full force and effect for the
benefit of the Successor Manager and any Person providing senior secured debt
financing to such Successor Manager if required by such Person. Sprint PCS
agrees, with respect to any past failure of an Affiliate to perform any
obligation under the Sprint Agreements, that the Successor Manager shall have
the same amount of time to perform such obligation that an Affiliate had under
the Sprint Agreements, with the performance period commencing on the date on
which the buyer becomes a Successor Manager. Sprint PCS shall permit the
performance period set forth in the Management Agreement to be extended for
such period of time that Sprint PCS believes is reasonable to allow Successor
Manager to perform such unperformed obligations.



                                    Page 16
<PAGE>

         SECTION 12. Trademarks and Service Marks. In the event the
Administrative Agent forecloses on its security interest in any of the License
Agreements and transfers such License Agreements to a Person who does not meet
the Successor Manager Requirements, then Sprint PCS shall have the right to
terminate such License Agreements and cause the Administrative Agent to release
its security interest in such License Agreements immediately prior to such
transfer.

         SECTION 13. Interim Manager and Successor Manager Requirements. To
qualify as an Interim Manager or a Successor Manager, the Person must satisfy
each of the following "Successor Manager Requirements," as applicable:

                  (a) The Person must not during the three-year period
         immediately preceding the date of determination have materially
         breached any material agreement with Sprint Spectrum or its Related
         Parties that resulted in the exercise of a termination right or in the
         initiation of judicial or arbitration proceedings;

                  (b) The Person must not be one of the Persons identified on
         Schedule 13 (a "Schedule 13 Person"); provided, that no Other Manager
         under any Sprint PCS Management Agreement may be identified on
         Schedule 13;

                  (c) In the case of a Successor Manager, the Person must meet
         a reasonable Person's credit criteria (taking into consideration the
         circumstances), it being understood that such criteria is satisfied if
         the financial projections contained in the business plan such Person
         submits to Sprint PCS shows the ability to service its indebtedness
         and meet the build-out requirements contained in the Build-out Plan;
         and

                  (d) The Person must agree to be bound by the terms of the
         Sprint Agreements as if an original party thereto; provided, in the
         case of an Interim Manager, the Person must also execute a separate
         confidentiality agreement in the form attached as Exhibit A with such
         changes thereto as may be reasonably requested by the parties to the
         agreement, but the Person is not required to assume the existing
         liabilities of an Affiliate.

         The Administrative Agent, each Lender and each of their wholly-owned
subsidiaries or entities who wholly-own such entities shall be deemed to
satisfy Sections 13(a), (b) and (c) of the preceding "Successor Management
Requirements".

         SECTION 14. Management Agreement. Sprint PCS agrees that it will not
exercise its right under any Management Agreement to purchase the Operating
Assets of an Affiliate or to sell the Disaggregated License to an Affiliate if
before, or after giving effect to such exercise, there would exist a Default or
Event of Default under the Credit Agreement, unless Sprint PCS pays the
aggregate amount of the Obligations as a condition of the exercise of such
right and the Credit Agreement shall have been terminated in connection with
such payment. Sprint PCS agrees that until the Obligations have been paid in
full in cash and all commitments to advance credit under the Credit Agreement
have terminated or expired, a failure to pay any amount by any Related Party of
an Affiliate under any agreement with Sprint PCS or any of its Related Parties
(other than the Management Agreement, the Services Agreement or the License
Agreements) shall not constitute a Management Agreement Breach for any purpose.
Subject to regulatory approval in connection with any such sale, Sprint PCS
agrees that it shall always maintain the ability to sell the Disaggregated
License in accordance with this Consent and Agreement. Sprint PCS shall own at
least 10 MHZ of Spectrum in each Service Area until the first to occur of the
following events: (i) the Obligations have been paid in full in cash and all
commitments to advance credit under the Credit Agreement have terminated or
expired, (ii) the sale by Sprint PCS of the Spectrum pursuant to this Consent
and Agreement shall be effected, (iii) the sale of the Operating Assets
pursuant to this Consent and Agreement, and (iv) the termination of the Alamosa
Management Agreements. Sprint PCS acknowledges that the financing provided to
Borrower pursuant to the Loan Documents complies with Section 1.7 of each of
the Alamosa Management Agreements, as amended ("Section 1.7"), and that Section
11.3.6 of each of the Alamosa Management Agreements shall no longer be
applicable with respect to such Affiliate so long as Borrower makes the capital
contributions to the Affiliates in the amounts and by the deadlines required
under Section 1.7 of each Affiliate. Notwithstanding anything to the contrary
contained in Section 12.2 of the Management Agreement, the Administrative
Agent, the Lenders, and any Successor Manager or buyer of the Operating Assets
or Disaggregated License shall be permitted to disclose Confidential
Information (as defined in the Management Agreement) (i) to the extent required
by law, rule or regulation, (ii) to any regulator or any regulatory body
regulating such entity, (iii) to any rating agency in connection with
requirements applicable to such Person and (iv) to the lawyers and accountants
for any such Persons.



                                    Page 17
<PAGE>

         SECTION 15. Administrative Agent and Eligible Assignees. The
Administrative Agent and each Lender must be an Eligible Assignee. "Eligible
Assignee" shall mean and include a commercial bank, financial institution,
other "accredited investor" (as defined in Regulation D of the Securities Act)
other than individuals, or a "qualified institutional buyer" as defined in rule
144A of the Securities Act; provided, that prior to the 61st day after the
filing of a bankruptcy petition by or with respect to an Affiliate, in no event
may any Person that is engaged in or that controls, is controlled by or is
under common control with any Person engaged in, the telecommunications service
business in the United States (other than Sprint Corporation and its
subsidiaries), be an Eligible Assignee, it being understood that no small
business investment corporation that is ultimately owned by an Eligible
Assignee that is subject to Regulation Y shall be deemed to be controlled by or
under common control with such Eligible Assignee; and provided further, that
after the filing of such bankruptcy petition in no event may a Schedule 13
Person be an Eligible Assignee.

         SECTION 16. Sprint Party Representations. Each Sprint Party represents
and warrants to the Administrative Agent, as of the Closing Date (a) its
execution, delivery and performance of this Consent and Agreement has been duly
authorized by all necessary corporate and partnership action, and does not and
will not require any further consents or approvals that have not been obtained,
or violate any provision of any law, regulation, order, judgment, injunction or
similar matters or materially breach any agreement presently in effect with
respect to or binding on it; provided, that the transfer of Spectrum as
contemplated under this Consent and Agreement will require regulatory approval
(which each Sprint Party agrees to use its commercially reasonable efforts to
obtain); (b) this Consent and Agreement is a legal, valid and binding
obligation of such Person enforceable against it in accordance with its terms,
except that (i) such enforceability may be limited by applicable bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws
affecting the enforcement of creditors' rights generally, and (ii) the remedy
of specific performance and injunctive and other forms of equitable relief may
be limited by equitable defenses and by the discretion of the court before
which any proceeding may be brought; (c) the Alamosa Sprint Agreements are in
full force and effect and have not been amended, supplemented or modified; (d)
as of the date of execution hereof, to the knowledge of the Sprint Parties, no
Event of Termination has occurred and is continuing (without regard to any
requirement of the delivery of written notice necessary to the occurrence of an
Event of Termination under Section 11.3 of the Management Agreement), provided,
that Sprint PCS that Sprint PCS has conducted at least one compliance audit
with respect to each Affiliate, which audits revealed some situations that are
not presently treated as Management Agreement Breaches or Events of
Termination, but that if not cured could be treated as Management Agreement
Breaches and Events of Termination; (e) on the date each Management Agreement
was executed Sprint PCS owned, and on the date hereof Sprint PCS owns, 10 MHZ
or more of Spectrum in each Service Area; and (f) the only existing agreements
or arrangements between Borrower or an Affiliates, on the one hand, and Sprint
Corporation or any of its subsidiaries, on the other hand, are listed on
Schedule 16(f).

         SECTION 17. Administrative Agent Representations. The Administrative
Agent represents and warrants to Sprint PCS, as of the Closing Date (a) its
execution, delivery and performance of this Consent and Agreement has been duly
authorized by all necessary corporate action, and does not and will not require
any further consents or approvals that have not been obtained, or violate any
provision of any law, regulation, order, judgment, injunction or similar
matters or materially breach any agreement presently in effect with respect to
or binding on it; (b) this Consent and Agreement is a legal, valid and binding
obligation of the Administrative Agent enforceable against it in accordance
with its terms, except that (i) such enforceability may be limited by
applicable bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws affecting the enforcement of creditors' rights
generally, and (ii) the remedy of specific performance and injunctive and other
forms of equitable relief may be limited by equitable defenses and by the
discretion of the court before which any proceeding may be brought; (c) at the
time of the execution hereof, the only Lenders are the Administrative Agent,
Toronto Dominion (Texas), Inc., First Union National Bank, Export Development
Corporation, The Bank of Nova Scotia, Fortis Capital Corporation, Westdeutsche
Landesbank Girozentrale, Societe Generale, CoBank, ACB, Franklin Floating Rate
Trust, Franklin Floating Rate Master Series, General Electric Capital
Corporation, IBM Credit Corporation and Oppenheimer Senior Floating Rate Fund,
and each Lender is an Eligible Assignee; (d) as of the date of execution
hereof, to the knowledge of the Administrative Agent, no Event of Default has
occurred and is continuing; and (e) the Guarantee Documents have been duly
executed and delivered to the parties to such agreements.



                                    Page 18
<PAGE>

         SECTION 18. Successors and Assigns. This Consent and Agreement shall
be binding upon the successors and assigns of the parties hereto and shall
inure, together with the rights and remedies of the parties hereunder, to the
benefit of their respective successors and assigns. In the event a Sprint PCS
Network is sold in accordance with the related Management Agreement, the buyer
thereof will assume the obligations of the Sprint Parties hereunder and under
all the other related Sprint Agreements other than the related Sprint Trademark
and Service Mark License Agreement; provided, however, the buyer of such Sprint
PCS Network shall enter into an agreement with each Affiliate on substantially
the same terms as such Sprint Trademark and Service Mark License Agreement with
respect to such buyers' trademarks, service marks, brands, etc. In the event a
Successor Manager becomes a party to the Alamosa Sprint Agreements as provided
in this Agreement, this Consent and Agreement shall remain in full force and
effect for the benefit of the Successor Manager and any Person providing senior
secured debt financing to such Successor Manager if required by such Person and
if such Successor Manager and its Related Parties acknowledge this Consent and
Agreement in the manner the Borrower and its Related Parties have acknowledged
it.

         SECTION 19. Amendment. Neither this Consent and Agreement nor any
provision herein may be waived except pursuant to an agreement or agreements in
writing entered into by Sprint PCS, the Administrative Agent, Borrower and the
Affiliates, and neither this Consent and Agreement nor any provision herein may
be amended or modified except pursuant to an agreement or agreements in writing
entered into by Sprint PCS, the Administrative Agent, Borrower and the
Affiliates; provided, however, that no consent of Borrower or the Affiliates
shall be necessary for any amendment or modification to this Consent and
Agreement made pursuant to or in accordance with Section 25 hereof, unless such
amendment or modification could reasonably be expected to be materially adverse
to Borrower or an Affiliate. The Administrative Agent and each Lender (and its
successors and assigns) shall be bound by any modification or amendment
authorized by this Section 19. No amendment or waiver or effective amendment or
waiver entered into in violation of this Section 19 shall be valid.

         SECTION 20. APPLICABLE LAW. THIS CONSENT AND AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.

         SECTION 21. Notices. Notices and other communications provided for in
this Consent and Agreement shall be in writing and shall be delivered by hand
or overnight courier service, mailed or sent by telecopy, as follows:

                  (a)  if to Sprint  PCS, to it at:

                              Sprint Spectrum L.P.
                              4900 Main, 12th Floor
                              Kansas City, Missouri, 64112

                              Telephone No.: (816) 559-1000
                              Telecopier No.: (816) 559-1290
                              Attention: Chief Executive Officer

                              with a copy to:

                              4900 Main, 11th Floor
                              Kansas City, Missouri, 64112

                              Telephone No.: (816) 559-1000
                              Telecopier No.:  (816) 559-2591
                              Attention: General Counsel



                                    Page 19
<PAGE>

                  (b) if to the Administrative Agent, to it at:

                           Citicorp USA, Inc.
                           Two Penns Way
                           Suite 200
                           New Castle, Delaware 19720
                           Telephone No.:  (302) 894-6013
                           Telecopier No.:  (302) 894-6120
                           Attention:  Bilal Aman

                           with a copy to:

                           Salomon Smith Barney, Inc.
                           390 Greenwich Street
                           1st Floor
                           New York, New York 10013
                           Telephone No.:  (212) 723-6662
                           Telecopier No.:  (212) 723-8547
                           Attention:  James Garvin

                           and

                           Cravath, Swaine & Moore
                           825 Eighth Avenue
                           New York, NY 10019
                           Telephone No.:  (212) 474-1500
                           Telecopier No.:  (212) 474-3700
                           Attention:  B. Robbins Kiessling

                  (c) if to Borrower or to Affiliate, to it at:

                           Alamosa LLC
                           5225 South Loop 289
                           Lubbock, TX  79424
                           Telephone No.:  (806) 722-1100
                           Telecopier No.:  (806) 722-1127
                           Attention:  David Sharbutt

                           with a copy to:

                           Crenshaw, Dupree & Martin
                           P.O. Box 1499
                           Lubbock, TX 79408
                           Telephone No.: (806) 762-5221
                           Telecopier No.:  (806) 762-3510
                           Attention: Jack McCutchin, Jr.

All notices and other communications given to any party hereto in accordance
with the provisions of this Consent and Agreement shall be deemed to have been
given on the date of receipt if delivered by hand or overnight courier service
or sent by telecopy, or on the date five (5) business days after dispatch by
certified or registered mail if mailed, in each case delivered, sent or mailed
(properly addressed) to such party as provided in this Section 21 or in
accordance with the latest unrevoked direction from such party given in
accordance with this Section 21.

         SECTION 22. Counterparts. This Consent and Agreement may be
executed in two or more counterparts, each of which shall constitute an
original but all of which when taken together shall constitute but one
contract.

         SECTION 23. Severability. Any provision of this Consent and Agreement
that is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction. The parties
shall endeavor in good faith negotiations to replace the invalid, illegal or
unenforceable provision with valid provisions the economic effect of which is
as close as possible to that of the invalid, illegal or unenforceable
provision.



                                    Page 20
<PAGE>

         SECTION 24. Termination. This Consent and Agreement shall
terminate and be of no further force and effect upon the first to occur of
the following: (i) the Obligations are paid in full and the Credit
Agreement and all Commitments are terminated; and (ii) the Alamosa Sprint
Agreements terminate.

         SECTION 25. Amendments to Form Consent and Agreement. If Sprint PCS
modifies or amends the form of Consent and Agreement it enters into with
another lender in connection with a loan to an Other Manager that is syndicated
or intended to be syndicated (i.e., a loan sold or participated, or intended to
be sold or participated, in whole or in part to at least three financial
institutions or investment funds) and where the pops in the Service Area of the
Other Manager exceed 5 million, then Sprint PCS agrees to give the
Administrative Agent the right to so amend this Consent and Agreement, subject
to the provisions of clauses (a), (b) and (c) below. Sprint PCS agrees to give
the Administrative Agent written notice of such modifications and amendments
and, at the request of Administrative Agent, to amend this Consent and
Agreement in the same manner; provided, that: (a) Sprint PCS will not modify
this Consent and Agreement to incorporate changes made for the benefit of a
lender because of circumstances related to a particular Other Manager, subject
to the limitations set forth below; (b) the Administrative Agent must agree to
make all (or none) of the changes made for the other lender and the Other
Manager, unless Sprint PCS agrees to allow the Administrative Agent to make
only some of the changes; and (c) if such amendment to this Consent and
Agreement could reasonably be expected to be materially adverse to Borrower or
an Affiliate, such amendment shall not be made without the prior written
consent of Borrower and all affected Affiliates (although the withholding of
such consent by Borrower or an Affiliate will result in none of the changes
being made to this Consent and Agreement because of the requirements of clause
(b) above).

         For purposes of subsection (a) in the preceding paragraph, Sprint PCS
will not deem the following changes to be made because of circumstances related
to a particular Other Manager: (i) any form of recourse to Sprint PCS or other
similar form of credit enhancement; (ii) any change in Sprint PCS's right to
purchase Operating Assets or Obligations; (iii) any change in an Affiliate's,
Administrative Agent's or Lenders' right to sell the Collateral or purchase the
Disaggregated License (including, without limitation, any rights of first
refusal and the purchase price of the Disaggregated License); (iv) any change
in the ownership status, terms of usage or amount of Disaggregated License
utilized by an Affiliate; (v) any material change in the flow of revenues
between Sprint Spectrum and an Affiliate excluding changes related to the
pricing of direct or indirect fees, but including any subordination of direct
or indirect fees or other amounts or costs due under the Sprint Agreements or
hereunder to Sprint PCS; (vi) any change to obligations required to be assumed
by, or qualifications for, any Interim or Successor Manager, including changes
in the time period or terms under which Sprint PCS agrees to remain as Interim
Manager; (vii) any changes in confidentiality, non-compete or Eligible Assignee
language, including changes to Schedule 13; (viii) any clarifications of FCC
compliance issues; (ix) the issuance of legal opinions; (x) any change in the
circumstances under, or procedures by which, an Interim Manager or Successor
Manager is appointed; or (xi) any change to this Section 25.



         IN WITNESS WHEREOF, the parties hereto have caused this Consent and
Agreement to be executed by their respective authorized officers as of the date
and year first above written.

                              SPRINT SPECTRUM L.P.


                                By:      /s/ Thomas E. Mateer
                                         -------------------------------
                                         Thomas E. Mateer,
                                         Vice President - Affiliations


                                    Page 21
<PAGE>

                                SPRINTCOM, INC.


                                By:      /s/ Thomas E. Mateer
                                         -------------------------------
                                         Thomas E. Mateer,
                                         Vice President - Affiliations


                                WIRELESSCO, L.P.

                                By:      /s/ Thomas E. Mateer
                                         -------------------------------
                                         Thomas E. Mateer,
                                         Vice President - Affiliations


                                COX COMMUNICATIONS PCS, L.P.

                                By:      /s/ Thomas E. Mateer
                                         -------------------------------
                                         Thomas E. Mateer,
                                         Vice President - Affiliations


                                COX PCS LICENSE, LLC

                                By:      /s/ Thomas E. Mateer
                                         -------------------------------
                                         Thomas E. Mateer,
                                         Vice President - Affiliations


                                SPRINT COMMUNICATIONS COMPANY, L.P.


                                By:      /s/ Ed Mattix
                                         -------------------------------
                                         Ed Mattix,
                                         Senior Vice President - Public Affairs

                                CITICORP USA, INC
                                for itself and as Administrative Agent


                                By:      /s/  J. Douglas Harvey
                                         -------------------------------
                                         J. Douglas Harvey
                                         Vice President and Managing Director

                                    Page 22
<PAGE>



      Acknowledgment, Consent and Agreement of Borrower and Affiliates

         Each of the undersigned, Borrower and the Affiliates, (i) has reviewed
this Consent and Agreement, (ii) acknowledges, consents and agrees to the terms
and provisions of this Consent and Agreement, and (iii) agrees to be bound by
the terms and provisions of this Consent and Agreement, including, without
limitation, such terms and provisions that affect Borrower and such Affiliate,
and their respective assets and rights under the Alamosa Sprint Agreements.
Without limiting the generality of the foregoing, Borrower and each Affiliate
each acknowledges and agrees that : (A) the right to appoint an Interim Manager
is intended to allow the right and ability to preserve and/or protect the
Collateral or its value and each Service Area Network or its value; (B) in the
event of the sale of the Collateral by the Administrative Agent, the value of
the Collateral may be dependent on the right of the Person purchasing the
Collateral to assume or be a party to the applicable Sprint Agreements and
acknowledges that any sale of the Collateral in accordance with Sections 6 and
10 hereof, the other provisions of this Consent and Agreement and, to the
extent not inconsistent with this Consent and Agreement, the Loan Documents, is
agreed to be a commercially reasonable disposition of the Collateral by
Administrative Agent; and (C) Borrower and each Affiliate agrees to be liable
for and to reimburse Sprint Spectrum or the Sprint Spectrum Designee all
amounts expended by Sprint Spectrum or the Sprint Spectrum Designee under
Section 11.6.3 of the Management Agreements as described in Sections 4(b) and
5(b) of this Consent and Agreement, and to cause the other Affiliates to
perform their obligations under the Alamosa Sprint Agreements and this Consent
and Agreement.

         Borrower also agrees as follows:

                  1.       It will not use the proceeds from any of the
                           Loan Documents or from any other loan or
                           extension of credit to which this Consent and
                           Agreement relates for any purpose other than to
                           (a) contribute or loan such proceeds to the
                           Affiliates, (b) pay the cash portion of the
                           merger consideration to the Targets (as that
                           term is defined in the Commitment Letter), (c)
                           refinance existing indebtedness under the EDC
                           Facility, the Roberts Facility and the WOW
                           Facility (as those terms are defined in the
                           Commitment Letter), and (d) pay the Transaction
                           Costs (as that term is defined in the Commitment
                           Letter).

                  2.       Borrower agrees to promptly give Sprint PCS a copy
                           of any notice it receives from the Administrative
                           Agent or any Lender, and a copy of any notice
                           Borrower gives to Administrative Agent or any
                           Lender.

                                    Page 23
<PAGE>


                  3.       Borrower agrees to give Sprint PCS a copy of all
                           financial information it gives the Administrative
                           Agent or any Lender.

                                          ALAMOSA HOLDINGS, LLC
                                          a Delaware limited liability company


                                          By:      /s/  David E. Sharbutt
                                                   ----------------------------
                                                   David E. Sharbutt,
                                                   President

                                 TEXAS TELECOMMUNICATIONS LP
                                 a Texas limited partnership


                                 By       ALAMOSA DELAWARE GP, L.L.C.
                                          a Delaware limited liability company,
                                          as the sole general partner


                                          By:      /s/  David E. Sharbutt
                                                   ----------------------------
                                                   David E. Sharbutt
                                                   President


                                 ALAMOSA WISCONSIN LIMITED PARTNERSHIP
                                 a Wisconsin limited partnership

                                 By       ALAMOSA WISCONSIN GP, L.L.C.
                                          a Delaware limited liability company,
                                          as the sole general partner


                                          By:      /s/  David E. Sharbutt
                                                   ----------------------------
                                                   David E. Sharbutt
                                                   President

                                 ROBERTS WIRELESS COMMUNICATIONS, LLC
                                 a Missouri limited liability company

                                 By       ALAMOSA HOLDINGS, LLC
                                          a Delaware limited liability company,
                                          as the sole equity holder


                                          By:      /s/  David E. Sharbutt
                                                   ----------------------------
                                                   David E. Sharbutt
                                                   President

                                 WASHINGTON OREGON WIRELESS, LLC
                                 a Delaware limited liability company

                                 By       ALAMOSA HOLDINGS, LLC
                                          a Delaware limited liability company,
                                          as the sole equity holder


                                          By:      /s/  David E. Sharbutt
                                                   ----------------------------
                                                   David E. Sharbutt
                                                   President


                                 SOUTHWEST PCS, L.P.
                                 an Oklahoma limited partnership

                                 By       SWGP, L.L.C.
                                          an Oklahoma limited liability company
                                          as its general partner


                                          By:      /s/  David E. Sharbutt
                                                   ----------------------------
                                                   David E. Sharbutt
                                                   Manager



                                    Page 24
<PAGE>

            Acknowledgment, Consent and Agreement of Guarantors

         Each of the undersigned Guarantors (i) has reviewed this Consent and
Agreement, (ii) acknowledges, consents and agrees to the terms and provisions
of this Consent and Agreement, particularly as they modify the price (as set
forth in the Alamosa Management Agreements) pursuant to which Sprint PCS may
purchase the Operating Assets under Sections 6 and 10 hereof, and as they
require the Borrower, an Affiliate and their Related Parties to sell an
Affiliate's Licenses under Section 6 hereof, and (iii) agrees to be bound by
the terms and provisions of this Consent and Agreement and to take such action
as is necessary to cause an Affiliate and its Related Parties to comply with
the terms and provisions of this Consent and Agreement. Without limiting the
generality of the foregoing, each of the Guarantors acknowledges and agrees
that: (A) the right to appoint an Interim Manager is intended to allow the
right and ability to preserve and/or protect the Collateral or its value and
each Service Area Network or its value; (B) in the event of the sale of the
Collateral by the Administrative Agent, the value of the Collateral may be
dependent on the right of the Person purchasing the Collateral to assume or be
a party to the Sprint Agreements and acknowledges that any sale of the
Collateral in accordance with Sections 6 and 10 hereof, the other provisions of
this Consent and Agreement and, to the extent not inconsistent with this
Consent and Agreement, the Loan Documents, is agreed to be a commercially
reasonable disposition of the Collateral by Administrative Agent; and (C) each
Guarantor agrees to be liable for and to reimburse Sprint Spectrum or the
Sprint Spectrum Designee all amounts expended by Sprint Spectrum or the Sprint
Spectrum Designee under Section 11.6.3 of the Alamosa Management Agreements
described in Sections 4(b) and 5(b) of this Consent and Agreement, to cause the
Affiliates to perform their obligations under the Alamosa Sprint Agreements and
this Consent and Agreement, and to guarantee the payment and performance of the
obligations of the Affiliates under the Deferred Amount Note executed by the
Affiliates on the date of this Consent and Agreement.


                               ALAMOSA HOLDINGS, INC.
                               a Delaware corporation


                               By:      /s/  David E. Sharbutt
                                        ---------------------------------------
                                        David E. Sharbutt,
                                        President


                               ALAMOSA PCS HOLDINGS, INC.
                               a Delaware corporation


                               By:      /s/  David E. Sharbutt
                                        ---------------------------------------
                                        David E. Sharbutt,
                                        President

                               ALAMOSA (DELAWARE), INC.
                               a Delaware corporation


                               By:      /s/  David E. Sharbutt
                                        ---------------------------------------
                                        David E. Sharbutt
                                        President



                                    Page 25
<PAGE>

                               TEXAS TELECOMMUNICATIONS LP
                               a Texas limited partnership

                               By       ALAMOSA DELAWARE GP, L.L.C.
                                        a Delaware limited liability company,
                                        as the sole general partner


                                        By:      /s/  David E. Sharbutt
                                                 ------------------------------
                                                 David E. Sharbutt
                                                 President


                               ALAMOSA WISCONSIN LIMITED PARTNERSHIP
                               a Wisconsin limited partnership

                               By       ALAMOSA WISCONSIN GP, L.L.C.
                                        a Delaware limited liability company,
                                        as the sole general partner


                                        By:      /s/  David E. Sharbutt
                                                 ------------------------------
                                                 David E. Sharbutt
                                                 President


                               ROBERTS WIRELESS COMMUNICATIONS, LLC
                               a Missouri limited liability company

                               By       ALAMOSA HOLDINGS, LLC
                                        a Delaware limited liability company,
                                        as the sole equity holder


                                        By:      /s/  David E. Sharbutt
                                                 ------------------------------
                                                 David E. Sharbutt
                                                 President

                               WASHINGTON OREGON WIRELESS, LLC
                               a Delaware limited liability company

                               By       ALAMOSA HOLDINGS, LLC
                                        a Delaware limited liability company,
                                        as the sole equity holder


                                        By:      /s/  David E. Sharbutt
                                                 ------------------------------
                                                 David E. Sharbutt
                                                 President


                              SOUTHWEST PCS, L.P.
                              an Oklahoma limited partnership

                              By       SWGP, L.L.C.
                                        an Oklahoma limited liability company
                                        as its general partner


                                        By:      /s/  David E. Sharbutt
                                                 ------------------------------
                                                 David E. Sharbutt
                                                 Manager


<PAGE>

                            DEFERRED AMOUNT NOTE


                                                                 March 30, 2001
                                                          Kansas City, Missouri

           FOR VALUE RECEIVED, ALAMOSA HOLDINGS, LLC, a Delaware limited
liability company, TEXAS TELECOMMUNICATIONS, LP, a Texas limited
partnership ("Texas"), ALAMOSA WISCONSIN LIMITED PARTNERSHIP, a Wisconsin
limited partnership ("Wisconsin"), ROBERTS WIRELESS COMMUNICATIONS, L.L.C.,
a Missouri limited liability company ("Roberts"), WASHINGTON OREGON
WIRELESS LLC, a Delaware limited liability company ("WOW"), and SOUTHWEST
PCS, L.P., an Oklahoma limited partnership ("Southwest") (collectively,
"Maker"), jointly and severally promise to pay to the order of Sprint
Spectrum L.P., a Delaware limited partnership ("Sprint PCS"), or its
successors and assigns, the principal sum or sums as may be advanced by the
holder hereof from time to time to Maker or on Maker's behalf to CITICORP
USA, INC., a Delaware corporation or its successors and assigns (the
"Administrative Agent") pursuant to Section 6(d) of that certain Consent
and Agreement dated as of February 14, 2000 among the Sprint Parties (as
defined in the Consent) and the Administrative Agent (as amended, the
"Consent"). Such sum or sums, if advanced, shall be advanced from and only
from the eight percent (8%) of the Collected Revenues (as such term is
defined in those certain Management Agreements between, among others, Texas
and Sprint PCS, dated December 23, 1999, Wisconsin and Sprint PCS, dated
December 6, 1999, Roberts and Sprint PCS, dated June 8, 1998, WOW and
Sprint PCS, dated January 25, 1999, and Southwest and Sprint PCS, dated
July 10, 1998 (each such agreement, as it may be amended, modified, or
supplemented from time to time, a "Management Agreement"and collectively,
the "Alamosa Management Agreements")) retained by Sprint PCS pursuant to
Section 10.1.1 of each of the Alamosa Management Agreements in an amount as
set forth in Section 6(d) of the Consent. Such advanced sum or sums shall
be noted by the holder hereof in its records or, at its option, on a
schedule attached to this note, which records or schedule shall be
rebuttably presumptive evidence of the principal owing and unpaid on this
note. The holder hereof may also note on such records or schedule the
interest due and payable on the principal amount or amounts remaining
unpaid hereunder from time to time from the date hereof until payment in
full. Interest shall be charged on the amounts owed under this note at a
rate equal to the greatest of the then current (i) average interest rate of
Maker's secured debt, (ii) average interest rate of Maker's unsecured debt,
and (iii) Sprint PCS' cost of capital. Interest shall accrue and accumulate
from the date the indebtedness is incurred (e.g., principal is advanced and
expenses are incurred) until all amounts due hereunder are paid in full.


           Payments hereunder shall be due on the first (1st) day of each
calendar month, commencing on the first day of the calendar month following
the date the initial advance is made hereunder. The advances hereunder
shall be payable in consecutive equal monthly installments of principal and
interest, due and payable on the first day of each month, such that all
principal and interest owing hereunder shall be fully paid in twelve (12)
equal monthly payments (provided that the last such payment shall be in the
amount necessary to repay the entire unpaid principal amount hereof,
together with all accrued and unpaid interest hereon). Each time an
additional amount is advanced hereunder, the then current unpaid principal
amount hereof, together with all accrued and unpaid interest hereon, shall
be re-amortized and the installment due dates rolled forward, such that the
entire amount of principal and accrued unpaid interest shall be paid in
full in twelve (12) equal monthly payments. Notwithstanding the foregoing,
if Maker is in default or breach with regard to its obligations to the
Administrative Agent or the Lenders (as defined in the Consent), then the
payments due hereunder shall be deferred and shall not be due or payable
until such default or breach is cured, at which time the entire unpaid
balance of principal and all interest accrued thereon shall be paid in full
in twelve (12) equal monthly payments. Notwithstanding any provision in
this note to the contrary, this note shall mature and principal and
interest shall be payable in full on the earliest to occur of (i) the date
on which a Successor Manager (as such term is defined in the Consent) is
qualified and assumes Maker's rights and obligations under the Alamosa
Management Agreements and related agreements entered into between Maker and
Sprint PCS, (ii) the date on which the Operating Assets (as such term is
defined in each of the Alamosa Management Agreements) are purchased by a
third-party buyer, (iii) the date on which a stock or other equity
acquisition, merger, consolidation or other transaction resulting in the
indirect transfer of the Operating Assets to a third-party buyer is
consummated, or (iv) there is a Change of Control (as such term is defined
in each of the Alamosa Management Agreements). In the event that the
Operating Assets are purchased by a third-party buyer, or a stock or other


                                     Page 1

<PAGE>

equity acquisition, merger, consolidation or other transaction resulting in
the indirect transfer of the Operating Assets to a third-party buyer is
consummated, the obligations of Maker hereunder shall be paid after Maker
pays its obligations to its secured lenders, but before any amounts are
paid to any other creditors, or to Maker or any of its equity holders.

           Maker shall have the privilege, without penalty or premium, of
prepaying all or any part of this note at any time. Any prepayment shall be
applied first to unpaid interest accrued hereunder, and then applied to
principal installments in the inverse order of maturity.

           This note shall be in default upon the occurrence of any one of
the following events:

           (a) If any payment due hereunder is not made within five (5)
days of when it becomes due and payable;

           (b) If any Management Agreement is terminated;

           (c) If Maker becomes insolvent, howsoever evidenced, or if Maker
fails to pay its debts as they become due; or

           (d) If a receiver is appointed for any of the property of Maker
or Maker makes an assignment for the benefit of creditors or a proceeding
is filed by or against Maker under any law relating to bankruptcy,
insolvency or reorganization or under any similar law.

If this note is in default and shall be continuing, then upon and after
such default, so long as such default shall be continuing, the holder
hereof shall have the right, exercisable at such holder's discretion, to
declare the entire unpaid principal amount and all accrued interest due
hereunder immediately due and payable without notice to Maker.

           No provision of this note shall be construed to mean that Maker
has paid or contracted to pay, directly or indirectly, under any
circumstances whatsoever, any sum in excess of that which lawfully may be
charged or contracted for under any applicable laws relating to interest.
If for any reason interest in excess of the highest lawful rate is at any
time to be paid hereunder, any such excess shall constitute and shall be
treated as a payment on the principal amount due hereunder and shall
operate to reduce the principal amount due hereunder by such amount
(without any prepayment penalty).

           Each payment made hereunder shall be applied first to interest
accrued to the date of such payment and then to the remaining principal
amount due. Each payment made hereunder shall be payable at such place as
the legal holder hereof designates from time to time in writing in lawful
money of the United States of America. If any payment of principal or
interest on this note is due on a Saturday, Sunday or legal holiday under
Missouri law, such payment shall be made on the next succeeding business
day. Maker authorizes and agrees that payments due the holder of this note
under this note may be made by right of setoff.

           If the holder of this note exercises a purchase right under the
terms of the Alamosa Management Agreements, as modified by the Consent,
such holder shall be entitled to a credit at the closing of such purchase
against the purchase price in an amount equal to the amount owed under this
note.

           If any payment due hereunder, or any portion thereof, is not
paid when due, or if all unpaid principal and accrued interest due
hereunder shall become due and payable by the legal holder's exercise of
the foregoing right to accelerate upon default, then the same, and each of
the same, shall thereafter bear interest from the date of such nonpayment
or exercise, as appropriate, until payment in full at a rate per annum
equal to the current rate per annum plus an additional four percent (4%).

           To the full extent permitted by law, Maker and all endorsers,
sureties, guarantors and other persons who may become liable for the
payment hereof severally waive demand, presentment, protest, notice of
dishonor or nonpayment, notice of protest, and any and all lack of
diligence in the enforcement or collection hereof and hereby consent to any
renewals, extensions, or other indulgences, and releases of any of them,
all without notice to any of them.


                                     Page 2

<PAGE>

           No delay or omission of the holder of this note to exercise any
right or power hereunder shall impair such right or power or be a waiver of
any default or an acquiescence therein. Any single or partial exercise of
any such right or power shall not preclude any or further exercise of any
other right. No waiver is valid unless in writing signed by the holder of
this note and then only to the extent specifically set forth in such
writing. All remedies hereunder or by law afforded are cumulative and are
available to the holder of this note until this note and other liabilities
of the undersigned hereunder have been paid in full. If this note is placed
in the hands of an attorney for collection, by suit or otherwise, or to
enforce its collection or to protect any security for its payment, Maker
shall pay all costs and expenses thereof together with reasonable
attorneys' fees.

           This note is binding upon Maker and its successors and inures to
the benefit of the holder hereof and its successors, transferees and
assigns. Maker agrees that any transferee of this note has the rights of a
holder in due course stated in and in accordance with Article 3 of the
Uniform Commercial Code in effect in the State of Missouri. This note is
made and executed under and is governed by and shall be enforced under the
internal laws of Missouri.

          [the remainder of this page is intentionally left blank]


                                     Page 3


<PAGE>

           IN WITNESS WHEREOF, Maker has caused this note to be executed
and sealed by its duly authorized officers.



                          ALAMOSA HOLDINGS, LLC
                          a Delaware limited liability company



                          By:   /s/  David E. Sharbutt
                                -----------------------
                                David E. Sharbutt
                                President



                          TEXAS TELECOMMUNICATIONS LP
                          a Texas limited partnership

                          By        ALAMOSA DELAWARE GP, L.L.C.
                                    a Delaware limited liability company,
                                    as the sole general partner



                                    By:          /s/  David E. Sharbutt
                                               --------------------------------
                                               David E. Sharbutt
                                               President



                          ALAMOSA WISCONSIN LIMITED
                          PARTNERSHIP
                          a Wisconsin limited partnership

                          By        ALAMOSA WISCONSIN GP, L.L.C.
                                    a Delaware limited liability company,
                                    as the sole general partner



                                    By:          /s/  David E. Sharbutt
                                               --------------------------------
                                               David E. Sharbutt
                                               President

                                     Page 4

<PAGE>

                          ROBERTS WIRELESS COMMUNICATIONS,
                          LLC

                          a Missouri limited liability company

                          By        ALAMOSA HOLDINGS, LLC
                                    a Delaware limited liability company,
                                    as the sole equity holder



                                    By:          /s/  David E. Sharbutt
                                               --------------------------------
                                               David E. Sharbutt
                                               President

                          WASHINGTON OREGON WIRELESS, LLC
                          a Delaware limited liability company

                          By        ALAMOSA HOLDINGS, LLC
                                    a Delaware limited liability company,
                                    as the sole equity holder



                                    By:          /s/  David E. Sharbutt
                                               --------------------------------
                                               David E. Sharbutt
                                               President

                          SOUTHWEST PCS, L.P.
                          an Oklahoma limited partnership

                          By        SWGP, L.L.C.
                                    an Oklahoma limited liability company
                                    as its general partner


                                    By:          /s/  David E. Sharbutt
                                               --------------------------------
                                               David E. Sharbutt
                                               Manager

                          SPRINT SPECTRUM, L.P.



                          By:         /s/  Thomas E. Mateer
                                    -------------------------------------------
                                       Thomas E. Mateer,
                                       Vice President - Affiliations


                                     Page 5

<PAGE>

                                  Schedule


  Date             Amount             Amount          Interest          Balance
                  Advanced             Paid











                                     Page 6

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.45
<SEQUENCE>10
<FILENAME>file010.txt
<DESCRIPTION>ADDENUM VI TO SPRINT PCS MANAGEMENT AGREEMENT
<TEXT>

<PAGE>

                                    SH98298

Exhibit 10.45
-------------

                                ADDENDUM VI
                                     TO
                      SPRINT PCS MANAGEMENT AGREEMENT

                         Dated as of March 30, 2001


Manager: ALAMOSA WISCONSIN LIMITED PARTNERSHIP

Service Area BTAs:

Appleton-Oshkosh # 18,
Eau Claire # 123,
Fond du Lac # 148,
Green Bay # 173,
La Crosse-Winona # 234,
Madison # 272 (Only Columbia, Juneau, Marquette, Sauk Counties and those
portions of Dane County where Manager will meet Sprint PCS coverage along
Highway 151 and I- 90/94 north of Madison),
Manitowoc # 276,
Milwaukee #297 (Only those portions of Dodge County not currently covered by
SprintPCS along Highway 41 and the City of Watertown),
Minneapolis-St. Paul # 298 (Only Barron County and those portions of Polk
County not currently covered by Sprint PCS along Highway 8 near the city of
St. Croix Falls),
Sheboygan # 417,
Stevens Point-Marshfield-Wisconsin Rapids # 432,
Wausau-Rhinelander # 466.


         This Addendum VI (this "Addendum") contains certain additional and
supplemental terms and provisions of that certain Sprint PCS Management
Agreement entered into as of December 6, 1999 by the same parties as this
Addendum, which Management Agreement was further amended by that certain
Addendum I entered into as of December 6, 1999, that certain Addendum II
entered into as of February 3, 2000, that certain Addendum III entered into
as of April 25, 2000, that certain Addendum IV entered into as of June 23,
2000, and that certain Addendum V entered into as of February 14, 2001 (the
"Management Agreement").

         The terms and provisions of the Addendum control, supersede and
amend any conflicting terms and provisions contained in the Management
Agreement. Except for express modifications made in this Addendum, the
Management Agreement and all prior addenda continue in full force and
effect.

         Capitalized terms used and not otherwise defined in this Addendum
have the meaning ascribed to them in the Schedule of Definitions. Section
and Exhibit references are to Sections and Exhibits of the Management
Agreement unless otherwise noted.

         The Management Agreement is modified as follows:

1. Use of Loan Proceeds. Sprint PCS is entering into that certain Amended
and Restated Consent and Agreement with Citicorp USA, Inc., dated as of
March 30, 2001 ("Citicorp") (which Amended and Restated Consent and
Agreement, as amended and modified from time to time, is referred to as the
"Consent and Agreement") to enable Manager to obtain a loan (the "Loan")
from Citicorp, its successors, and other lenders who from time to time are
parties to the Consent and Agreement (collectively, the "Lenders"). Manager
agrees that notwithstanding the permitted uses of the proceeds of the Loan,
it will not use the proceeds from the Loan or any other loan, extension of
credit or other obligation to which the Consent and Agreement relates, for
any purpose other than to (a) construct and operate the Service Area
Network within the Service Area (as may be amended from time to time) as
contemplated under the Management Agreement, (b) pay the cash portion of
the merger consideration to the Target (as defined in that certain
Commitment Letter dated March 9, 2001, between Citicorp North America,
Inc., Salomon Smith Barney, Inc., TD Securities (USA) Inc., Export
Development Corporation and Alamosa Holdings, Inc. (the "Commitment
Letter")), (c) refinance existing indebtedness under the Southwest Facility
(as that term is defined in the Commitment Letter), and (d) pay the
Transaction Costs (as that term is defined in the Commitment Letter).

                                     Page 1
<PAGE>


2. Definition of "Other Parties". The parties agree to amend the definition
of "Other Parties" to include Southwest PCS, L.P., an Oklahoma limited
partnership.

3. Revised Financing Plan. Exhibit 1.7 attached to this Addendum supersedes
and replaces in it entirety Exhibit 1.7 attached to the Management
Agreement.

4. Reaffirmation of Sprint Agreements. Each of the undersigned reaffirms in
their entirety, together with the respective rights and obligations
thereunder, the Management Agreement, the Services Agreement and the
License Agreements.

5. Counterparts. This Addendum may be executed in two or more counterparts,
each of which shall constitute an original but all which when taken
together shall constitute but one agreement.

         [the remainder of this page is intentionally left blank]



         IN WITNESS WHEREOF, the parties have caused this Addendum VI to be
executed as of the date first above written.

                              SPRINT SPECTRUM L.P.


                              By:  /s/  Thomas E. Mateer
                                   ------------------------------
                                    Thomas E. Mateer
                                    Vice President - Affiliations


                              WIRELESSCO, L.P.


                              By:  /s/  Thomas E. Mateer
                                   ------------------------------
                                    Thomas E. Mateer
                                    Vice President - Affiliations


                              SPRINT COMMUNICATIONS
                              COMPANY, L.P.


                              By:  /s/  Ed Mattix
                                   ------------------------------
                                    Ed Mattix,
                                    Senior Vice President - Public Affairs


                              ALAMOSA WISCONSIN LIMITED  PARTNERSHIP
                              a Wisconsin limited partnership


                              By:      ALAMOSA WISCONSIN GP, L.L.C.
                                       a Delaware limited liability company,
                                       as the sole general partner


                                       By:  /s/  David E. Sharbutt
                                            ------------------------------------
                                            David E. Sharbutt,
                                            President

                                     Page 2

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.46
<SEQUENCE>11
<FILENAME>file011.txt
<DESCRIPTION>ADDENDUM VII TO SPRINT PCS MANAGEMENT AGREEMENT
<TEXT>


<PAGE>

                                                                  Exhibit 10.46
                                                                  -------------

                                ADDENDUM VII
                                     TO
                      SPRINT PCS MANAGEMENT AGREEMENT

                         Dated as of March 30, 2001


Manager: TEXAS TELECOMMUNICATIONS, LP

Service Area BTAs:

Flagstaff, AZ # 144                                  Abilene, TX # 3
Phoenix, AZ # 347 (Navajo County, AZ)                Amarillo, TX # 13
Prescott, AZ # 362                                   Eagle Pass, TX #121
Grand Junction, CO # 168                             El Paso, TX # 128
Pueblo, CO # 366                                     Laredo, TX #242
Albuquerque, NM # 8                                  Lubbock, TX # 264
Carlsbad, NM # 68                                    Midland, TX # 296
Farmington, NM-Durango, CO # 139                     Odessa, TX # 327
Gallup, NM # 162                                     San Angelo, TX # 400
Las Cruces, NM # 244
Roswell, NM #386
Santa Fe, NM # 407

Expansion Service Area BTAs:

Las Vegas, AZ # 245 (portion of Mohave County)
Colorado Springs, CO # 89 (portion of El Paso County)
Phoenix, AZ # 347 (portion of Maricopa and Pinal County)
Clovis, NM #87
Sierra Vista-Douglas, AZ # 420
Hobbs, NM # 191
Tucson, AZ # 447 (portion of Pima County)
Big Spring, TX # 40
Yuma, AZ #486
El Centro-Calexico, CA # 124
San Diego, CA # 402 (portion of San Diego County)


         This Addendum VII (this "Addendum") contains certain additional
and supplemental terms and provisions of that certain Sprint PCS Management
Agreement entered into as of December 23, 1999 by the same parties as this
Addendum, which Management Agreement was further amended by that certain
Addendum I entered into as of December 23, 1999, that certain Addendum II
entered into as of February 3, 2000, that certain Addendum III entered into
as of April 25, 2000, that certain Addendum IV entered into as of June 23,
2000, that certain Addendum V entered into as of January 31, 2001, and that
certain Addendum VI entered into as of February 14, 2001 (the "Management
Agreement").

         The terms and provisions of the Addendum control, supersede and
amend any conflicting terms and provisions contained in the Management
Agreement. Except for express modifications made in this Addendum, the
Management Agreement and all prior addenda continue in full force and
effect.

         Capitalized terms used and not otherwise defined in this Addendum
have the meaning ascribed to them in the Schedule of Definitions. Section
and Exhibit references are to Sections and Exhibits of the Management
Agreement unless otherwise noted.


                                     Page 1

<PAGE>

         The Management Agreement is modified as follows:

1. Use of Loan Proceeds. Sprint PCS is entering into that certain Amended
and Restated Consent and Agreement with Citicorp USA, Inc., dated as of
March 30, 2001 ("Citicorp") (which Amended and Restated Consent and
Agreement, as amended and modified from time to time, is referred to as the
"Consent and Agreement") to enable Manager to obtain a loan (the "Loan")
from Citicorp, its successors, and other lenders who from time to time are
parties to the Consent and Agreement (collectively, the "Lenders"). Manager
agrees that notwithstanding the permitted uses of the proceeds of the Loan,
it will not use the proceeds from the Loan or any other loan, extension of
credit or other obligation to which the Consent and Agreement relates, for
any purpose other than to (a) construct and operate the Service Area
Network within the Service Area (as may be amended from time to time) as
contemplated under the Management Agreement, (b) pay the cash portion of
the merger consideration to the Target (as defined in that certain
Commitment Letter dated March 9, 2001, between Citicorp North America,
Inc., Salomon Smith Barney, Inc., TD Securities (USA) Inc., Export
Development Corporation and Alamosa Holdings, Inc. (the "Commitment
Letter")), (c) refinance existing indebtedness under the Southwest Facility
(as that term is defined in the Commitment Letter), and (d) pay the
Transaction Costs (as that term is defined in the Commitment Letter).

2. Definition of "Other Parties". The parties agree to amend the definition
of "Other Parties" to include Southwest PCS, L.P., an Oklahoma limited
partnership.

3. Revised Financing Plan. Exhibit 1.7 attached to this Addendum supersedes
and replaces in it entirety Exhibit 1.7 attached to the Management
Agreement.

4. Reaffirmation of Sprint Agreements. Each of the undersigned reaffirms in
their entirety, together with the respective rights and obligations
thereunder, the Management Agreement, the Services Agreement and the
License Agreements.

5. Counterparts. This Addendum may be executed in two or more counterparts,
each of which shall constitute an original but all which when taken
together shall constitute but one agreement.

         [the remainder of this page was intentionally left blank]

                                     Page 2

<PAGE>

         IN WITNESS WHEREOF, the parties have caused this Addendum VII to
be executed as of the date first above written.

                           SPRINT SPECTRUM L.P.


                           By:  /s/  Thomas E. Mateer
                           -----------------------------------
                                     Thomas E. Mateer
                                     Vice President - Affiliations


                           WIRELESSCO, L.P.


                           By:  /s/  Thomas E. Mateer
                           -----------------------------------
                                     Thomas E. Mateer
                                     Vice President - Affiliations


                           SPRINT COMMUNICATIONS
                           COMPANY, L.P.


                           By:  /s/  Ed Mattix
                           -----------------------------------------
                                     Ed Mattix,
                                     Senior Vice President - Public Affairs

                           TEXAS TELECOMMUNICATIONS, LP
                           a Texas limited partnership

                           By:      ALAMOSA DELAWARE GP, L.L.C.
                                    a Delaware limited liability company,
                                    as the sole general partner


                                    By:        /s/  David E. Sharbutt
                                             ----------------------------
                                             David E. Sharbutt
                                             President

                                     Page 3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.47
<SEQUENCE>12
<FILENAME>file012.txt
<DESCRIPTION>ADDENDUM IX TO SPRINT PCS MANAGEMENT AGREEMENT
<TEXT>

<PAGE>



Exhibit 10.47
-------------

                                   ADDENDUM IX
                                       TO
                         SPRINT PCS MANAGEMENT AGREEMENT

                       Dated as of February March 30, 2001


Manager: Roberts Wireless Communications, L.L.C.

Service Area BTAs:

Missouri          Cape Girardeau # 66
--------          Columbia # 90
                  Jefferson City # 217
                  Joplin # 220
                  Kirksville # 230
                  Poplar Bluff # 355
                  Rolla # 383
                  St. Joseph # 393
                  Sedalia # 414
                  Springfield # 428
                  West Plains # 470

Kansas            Pittsburg # 349
------            Kansas City # 226
                     (Atchison County, KS only)

Illinois          Carbondale # 67
--------          Quincy    # 367



         This Addendum VIII (this "Addendum") contains certain additional
and supplemental terms and provisions of that certain Sprint PCS Management
Agreement entered into as of January 21, 1999 by the same parties as this
Addendum, which Management Agreement was further amended by that certain
Addendum I entered into as of June 8, 1998, that certain Addendum II
entered into as of October 6, 1998, that certain Addendum III entered into
as of January 21, 1999, that certain Addendum IV entered into as of
September 8, 1999, that certain Addendum V entered into as of February 22,
2000, that certain Addendum VI entered into as of May 5, 2000, that certain
Addendum VII entered into as of July 27, 2000, and that certain Addendum
VIII entered into as of February 14, 2001 (the "Management Agreement").

         The terms and provisions of the Addendum control, supersede and
amend any conflicting terms and provisions contained in the Management
Agreement. Except for express modifications made in this Addendum, the
Management Agreement and all prior addenda continue in full force and
effect.

         Capitalized terms used and not otherwise defined in this Addendum
have the meaning ascribed to them in the Schedule of Definitions. Section
and Exhibit references are to Sections and Exhibits of the Management
Agreement unless otherwise noted.

         The Management Agreement is modified as follows:

1. Use of Loan Proceeds. Sprint PCS is entering into that certain Amended
and Restated Consent and Agreement with Citicorp USA, Inc., dated as of
March 30, 2001 ("Citicorp") (which Amended and Restated Consent and
Agreement, as amended and modified from time to time, is referred to as the
"Consent and Agreement") to enable Manager to obtain a loan (the "Loan")
from Citicorp, its successors, and other lenders who from time to time are
parties to the Consent and Agreement (collectively, the "Lenders"). Manager
agrees that notwithstanding the permitted uses of the proceeds of the Loan,
it will not use the proceeds from the Loan or any other loan, extension of
credit or other obligation to which the Consent and Agreement relates, for
any purpose other than to (a) construct and operate the Service Area
Network within the Service Area (as may be amended from time to time) as
contemplated under the Management Agreement, (b) pay the cash portion of
the merger consideration to the Target (as defined in that certain
Commitment Letter dated March 9, 2001, between Citicorp North America,
Inc., Salomon Smith Barney, Inc., TD Securities (USA) Inc., Export
Development Corporation and Alamosa Holdings, Inc. (the "Commitment
Letter")), (c) refinance existing indebtedness under the Southwest Facility
(as that term is defined in the Commitment Letter), and (d) pay the
Transaction Costs (as that term is defined in the Commitment Letter).

2. Definition of "Other Parties". The parties agree to amend the definition
of "Other Parties" to include Southwest PCS, L.P., an Oklahoma limited
partnership.

                                     Page 1
<PAGE>


3. Revised Financing Plan. Exhibit 1.7 attached to this Addendum supersedes
and replaces in it entirety Exhibit 1.7 attached to the Management
Agreement.

4. Reaffirmation of Sprint Agreements. Each of the undersigned reaffirms in
their entirety, together with the respective rights and obligations
thereunder, the Management Agreement, the Services Agreement and the
License Agreements.

5. Counterparts. This Addendum may be executed in two or more counterparts,
each of which shall constitute an original but all which when taken
together shall constitute but one agreement.

          [the remainder of this page is intentionally left blank]



         IN WITNESS WHEREOF, the parties have caused this Addendum IX to be
executed as of the date first above written.

                          SPRINT SPECTRUM L.P.


                          By:  /s/  Thomas E. Mateer
                               ----------------------------
                               Thomas E. Mateer
                               Vice President - Affiliations


                          WIRELESSCO, L.P.


                          By:  /s/  Thomas E. Mateer
                               ----------------------------
                               Thomas E. Mateer
                               Vice President - Affiliations


                          SPRINT COMMUNICATIONS
                          COMPANY, L.P.

                          By:  /s/  Ed Mattix
                               -----------------------------
                               Ed Mattix,
                               Senior Vice President - Public Affairs


                          ROBERTS WIRELESS
                          COMMUNICATIONS, LLC
                          a Missouri limited liability company


                          By       ALAMOSA HOLDINGS, LLC
                                   a Delaware limited liability company,
                                   as the sole equity holder


                          By:  /s/  David E. Sharbutt
                               ---------------------------------------
                               David E. Sharbutt,
                               President

                                     Page 2

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.48
<SEQUENCE>13
<FILENAME>file013.txt
<DESCRIPTION>ADDENDUM IV TO SPRINT PCS MANAGEMENT AGREEMENT
<TEXT>

<PAGE>



Exhibit 10.48
-------------

                                   ADDENDUM IV
                                       TO
                         SPRINT PCS MANAGEMENT AGREEMENT

                           Dated as of March 30, 2001



Manager:          Washington-Oregon Wireless, L.L.C.

Service Area BTAs:

Bend, OR # 38
Coos Bay-North Bend, OR # 97
Kennewick-Pasco-Richland, WA #228
Medford-Grants Pass, OR #288
Klamath Falls, OR # 231
Roseburg, OR # 385
Walla Walla, WA-Pendleton, OR # 460
Wenatchee, WA # 468
Yakima, WA # 482
Columbia River Gorge, OR # 358

         This Addendum IV (this "Addendum") contains certain additional and
supplemental terms and provisions of that certain Sprint PCS Management
Agreement entered into as of January 25, 1999 by the same parties as this
Addendum, which Management Agreement was further amended by that certain
Addendum I entered into as of January 25, 1999, that certain Addendum II
entered into as of April 12, 2000, and that certain Addendum III entered
into as of February 14, 2001 (the "Management Agreement").

         The terms and provisions of the Addendum control, supersede and
amend any conflicting terms and provisions contained in the Management
Agreement. Except for express modifications made in this Addendum, the
Management Agreement and all prior addenda continue in full force and
effect.

         Capitalized terms used and not otherwise defined in this Addendum
have the meaning ascribed to them in the Schedule of Definitions. Section
and Exhibit references are to Sections and Exhibits of the Management
Agreement unless otherwise noted.

         The Management Agreement is modified as follows:

1. Use of Loan Proceeds. Sprint PCS is entering into that certain Amended
and Restated Consent and Agreement with Citicorp USA, Inc., dated as of
March 30, 2001 ("Citicorp") (which Amended and Restated Consent and
Agreement, as amended and modified from time to time, is referred to as the
"Consent and Agreement") to enable Manager to obtain a loan (the "Loan")
from Citicorp, its successors, and other lenders who from time to time are
parties to the Consent and Agreement (collectively, the "Lenders"). Manager
agrees that notwithstanding the permitted uses of the proceeds of the Loan,
it will not use the proceeds from the Loan or any other loan, extension of
credit or other obligation to which the Consent and Agreement relates, for
any purpose other than to (a) construct and operate the Service Area
Network within the Service Area (as may be amended from time to time) as
contemplated under the Management Agreement, (b) pay the cash portion of
the merger consideration to the Target (as defined in that certain
Commitment Letter dated March 9, 2001, between Citicorp North America,
Inc., Salomon Smith Barney, Inc., TD Securities (USA) Inc., Export
Development Corporation and Alamosa Holdings, Inc. (the "Commitment
Letter")), (c) refinance existing indebtedness under the Southwest Facility
(as that term is defined in the Commitment Letter), and (d) pay the
Transaction Costs (as that term is defined in the Commitment Letter).

2. Definition of "Other Parties". The parties agree to amend the definition
of "Other Parties" to include Southwest PCS, L.P., an Oklahoma limited
partnership.

3. Revised Financing Plan. Exhibit 1.7 attached to this Addendum supersedes
and replaces in it entirety Exhibit 1.7 attached to the Management
Agreement.

4. Reaffirmation of Sprint Agreements. Each of the undersigned reaffirms in
their entirety, together with the respective rights and obligations
thereunder, the Management Agreement, the Services Agreement and the
License Agreements.

5. Counterparts. This Addendum may be executed in two or more counterparts,
each of which shall constitute an original but all which when taken
together shall constitute but one agreement.

          [the remainder of this page is intentionally left blank]

                                     Page 1

<PAGE>



         IN WITNESS WHEREOF, the parties have caused this Addendum IV to be
executed as of the date first above written.

                              SPRINT SPECTRUM L.P.


                              By:  /s/  Thomas E. Mateer
                              -----------------------------------
                              Thomas E. Mateer
                              Vice President - Affiliations


                              WIRELESSCO, L.P.


                              By:  /s/  Thomas E. Mateer
                              -----------------------------------
                              Thomas E. Mateer
                              Vice President - Affiliations


                              SPRINT COMMUNICATIONS
                              COMPANY, L.P.


                              By:  /s/  Ed Mattix
                              -----------------------------------
                              Ed Mattix,
                              Senior Vice President - Public Affairs


                              WASHINGTON OREGON WIRELESS, LLC
                              a Delaware limited liability company


                              By:      ALAMOSA HOLDINGS, LLC
                                       a Delaware limited liability company,
                                       as the sole equity holder


                                       By:  /s/ David E. Sharbutt
                                          -------------------------------------
                                            David E. Sharbutt,
                                            President

                                     Page 2

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.49
<SEQUENCE>14
<FILENAME>file014.txt
<DESCRIPTION>ADDENDUM IV TO SPRINT PCS MANAGEMENT AGREEMENT
<TEXT>


<PAGE>

                                                                  Exhibit 10.49
                                                                  -------------



                                 SPRINT PCS
                            AMENDED AND RESTATED
                            MANAGEMENT AGREEMENT

                                  BETWEEN


                            SPRINT SPECTRUM L.P.

                              WIRELESSCO, L.P.

                                    AND

                            SOUTHWEST PCS, L.P.







                               MARCH 30, 2001



<PAGE>

<TABLE>
<CAPTION>


                                TABLE OF CONTENTS
                                                                                                 Page
<S>                                                                                              <C>
1.  MANAGER.........................................................................................2
         1.1      Hiring of Manager.................................................................2
         1.2      Program Requirements..............................................................3
         1.3      Vendor Purchase Agreements........................................................3
         1.4      Interconnection...................................................................3
         1.5      Seamlessness......................................................................4
         1.6      Forecasting.......................................................................4
         1.7      Financing.........................................................................4
         1.8      Ethical Conduct and Related Covenants.............................................4

2.  BUILD-OUT OF NETWORK............................................................................4
         2.1      Build-out Plan....................................................................4
         2.2      Compliance with Regulatory Rules..................................................4
         2.3      Exclusivity of Service Area.......................................................5
         2.4      Restriction.......................................................................5
         2.5      Coverage Enhancement..............................................................6
         2.6      Purchase of Assets by Manager.....................................................7
         2.7      Microwave Relocation..............................................................8
         2.8      Determination of pops.............................................................8

3.  PRODUCTS AND SERVICES; IXC SERVICES.............................................................8
         3.1      Sprint PCS Products and Services..................................................8
         3.2      Other Products and Services.......................................................8
         3.3      Cross-selling with Sprint.........................................................9
         3.4      IXC Services......................................................................9
         3.5      Resale of Products and Services..................................................10
                  3.5.1  Mandatory Resale of Products and Services.................................10
                  3.5.2  Voluntary Resale of Products and Services.................................10
         3.6      Non-competition..................................................................10
         3.7      Right of Last Offer..............................................................11

4.  MARKETING AND SALES ACTIVITIES.................................................................11
         4.1      Sprint PCS National or Regional Distribution Program Requirements................11
                  4.1.1  Territorial Limitations on Manager's Distribution Activities..............12
                  4.1.2  Settlement of Equipment Sales.............................................12
                  4.1.3  Use of Third-Party Distributors...........................................12
         4.2      Sprint PCS National Accounts Program Requirements................................13
         4.3      Sprint PCS Roaming and Inter Service Area Program Requirements...................13
         4.4      Pricing..........................................................................13
         4.5      Home Service Area................................................................14

5.  USE OF BRANDS..................................................................................14
         5.1      Use of Brands....................................................................14
         5.2      Conformance to Marketing Communications Guidelines...............................15
         5.3      Joint Marketing With Third Parties...............................................15
         5.4      Prior Approval of Use of Brands..................................................16
         5.5      Duration of Use of Brand.........................................................16

6.  ADVERTISING AND PROMOTION......................................................................17
         6.1      National Advertising and Promotion...............................................17
         6.2      In-Territory Advertising and Promotion...........................................17
         6.3      Review of Advertising and Promotion Campaigns....................................17
         6.4      Public Relations.  ..............................................................18

7.  SPRINT PCS TECHNICAL PROGRAM REQUIREMENTS......................................................18
         7.1      Conformance to Sprint PCS Technical Program Requirements.........................18
         7.2      Establishment of Sprint PCS Technical Program Requirements.......................18
         7.3      Handoff to Adjacent Networks.....................................................18


<PAGE>


8.  SPRINT PCS CUSTOMER SERVICE ...................................................................19
         8.1      Compliance With Sprint PCS Customer Service
                  Program Requirements.............................................................19

9.  SPRINT PCS PROGRAM REQUIREMENTS................................................................19
         9.1      Program Requirements Generally...................................................19
         9.2      Amendments to Program Requirements...............................................19
         9.3      Manager's Right to Request Review of Changes.....................................21
         9.4      Sprint PCS' Right to Implement Changes...........................................21
         9.5      Rights of Inspection.............................................................21
         9.6      Manager's Responsibility to Interface with Sprint PCS............................22

10.  FEES..........................................................................................22
         10.1     Fees and Payments................................................................22
                  10.1.1  Fee Based on Collected Revenues..........................................22
                  10.1.2  Payment of Universal Service Funds.......................................22
                  10.1.3  Inter Service Area Fees..................................................22
                  10.1.4  Interconnect Fees........................................................23
                  10.1.5  Outbound Roaming Fees....................................................23
                  10.1.6  Reimbursements...........................................................23
         10.2     Monthly True Up.  ...............................................................23
         10.3     Taxes............................................................................24
         10.4     Collected Revenues Definition....................................................24
         10.5     Late Payments....................................................................25
         10.6     Setoff Right If Failure To Pay Amounts Due.......................................25

11.  TERM; TERMINATION; EFFECT OF TERMINATION......................................................26

         11.1     Initial Term.....................................................................26
         11.2     Renewal Terms....................................................................26
                  11.2.1  Non-renewal Rights of Manager............................................26
                           11.2.1.1  Manager's Put Right...........................................26
                           11.2.1.2  Manager's Purchase Right......................................27
                  11.2.2  Non-renewal Rights of Sprint PCS.........................................27
                           11.2.2.1  Sprint PCS' Purchase Right....................................28
                           11.2.2.2  Sprint PCS' Put Right.........................................29
                  11.2.3  Extended Term Awaiting FCC Approval......................................29
         11.3     Events of Termination............................................................29
                  11.3.1  Termination of  License..................................................29
                  11.3.2  Breach of Agreement:  Payment of Money Terms.............................30
                  11.3.3  Breach of Agreement:  Other Terms........................................30
                  11.3.4  Regulatory Considerations................................................30
                  11.3.5  Termination of Trademark License Agreements..............................30
                  11.3.6  Financing Considerations.................................................31
                  11.3.7  Bankruptcy of a Party....................................................31
         11.4     Effect of an Event of Termination................................................32
         11.5     Manager's Event of Termination Rights and Remedies...............................33
                  11.5.1  Manager's Put Right......................................................34
                  11.5.2  Manager's Purchase Right.................................................34
                  11.5.3  Manager's Action for Damages or Other Relief.............................35
         11.6     Sprint PCS' Event of Termination Rights and Remedies.............................35
                  11.6.1  Sprint PCS' Purchase Right...............................................35
                  11.6.2  Sprint PCS' Put Right....................................................36
                  11.6.3  Sprint PCS' Right to Cause A Cure........................................37
                  11.6.4  Sprint PCS' Action for Damages or Other Relief...........................39
         11.7     Determination of Entire Business Value...........................................39
                  11.7.1  Appointment of Appraisers................................................39
                  11.7.2  Manager's Operating Assets...............................................39
                  11.7.3  Entire Business Value....................................................40
                  11.7.4  Calculation of Entire Business Value.....................................40
         11.8     Closing Terms and Conditions.....................................................41
         11.9     Contemporaneous and Identical Application........................................41

12.  BOOKS AND RECORDS; CONFIDENTIAL INFORMATION; INSURANCE........................................41
         12.1     Books and Records................................................................41
                  12.1.1  General..................................................................41
                  12.1.2  Audit....................................................................41
                  12.1.3  Contesting an Audit.  ...................................................42
         12.2     Confidential Information.........................................................43
         12.3     Insurance........................................................................44
                  12.3.1  General..................................................................44
                  12.3.2  Waiver of Subrogation....................................................44
                  12.3.3  Certificates of Insurance................................................45


<PAGE>


13.  INDEMNIFICATION...............................................................................45
         13.1     Indemnification by Sprint PCS....................................................45
         13.2     Indemnification by Manager.......................................................45
         13.3     Procedure........................................................................46
                  13.3.1  Notice...................................................................46
                  13.3.2  Defense by Indemnitor....................................................46
                  13.3.3  Defense by Indemnitee....................................................46
                  13.3.4  Costs....................................................................47

14.  DISPUTE RESOLUTION............................................................................47
         14.1     Negotiation......................................................................47
         14.2     Unable to Resolve................................................................47
         14.3     Attorneys and Intent.............................................................48
         14.4     Tolling of Cure Periods..........................................................48

15.  REPRESENTATIONS AND WARRANTIES................................................................49
         15.1     Due Incorporation or Formation; Authorization of Agreements......................49
         15.2     Valid and Binding Obligation.....................................................49
         15.3     No Conflict; No Default..........................................................49
         15.4     Litigation.......................................................................49

16.  REGULATORY COMPLIANCE.........................................................................49
         16.1     Regulatory Compliance............................................................49
         16.2     FCC Compliance...................................................................50
         16.3     Marking and Lighting.............................................................52
         16.4     Regulatory Notices...............................................................52
         16.5     Regulatory Policy-Setting Proceedings............................................52

17.  GENERAL PROVISIONS............................................................................53
         17.1     Notices..........................................................................53
         17.2     Construction.....................................................................53
         17.3     Headings.........................................................................53
         17.4     Further Action...................................................................53
         17.5     Counterpart Execution............................................................53
         17.6     Specific Performance.............................................................53
         17.7     Entire Agreement; Amendments.....................................................53
         17.8     Limitation on Rights of Others...................................................54
         17.9     Waivers..........................................................................54
                  17.9.1  Waivers--General.........................................................54
                  17.9.2  Waivers--Manager.........................................................54
                  17.9.3  Force Majeure............................................................54
         17.10    Waiver of Jury Trial.............................................................55
         17.11    Binding Effect...................................................................55
         17.12    Governing Law....................................................................55
         17.13    Severability.....................................................................55
         17.14    Limitation of Liability..........................................................55
         17.15    No Assignment; Exceptions........................................................56
                  17.15.1  General.................................................................56
                  17.15.2  Assignment Right of Manager to Financial Lender.........................56
                  17.15.3  Change of Control Rights................................................57
                  17.15.4  Right of First Refusal..................................................59
                  17.15.5  Transfer of Sprint PCS Network..........................................59
         17.16    Provision of Services by Sprint Spectrum.........................................59
         17.17    Number Portability...............................................................59
         17.18    Disclaimer of Agency.............................................................60
         17.19    Independent Contractors..........................................................60
         17.20    Expense..........................................................................60
         17.21    General Terms....................................................................60
         17.22    Conflicts with Other Agreements..................................................61
         17.23    Survival Upon Termination........................................................61
         17.24    Announced Transaction............................................................61
         17.25    Additional Terms and Provisions..................................................61
         17.26    Master Signature Page............................................................61
         17.27    Agent Authorization..............................................................61

</TABLE>


<PAGE>


                                ADDENDUM IV
                                     TO
                      SPRINT PCS MANAGEMENT AGREEMENT
                         Dated as of March 30, 2001

Manager:                   Southwest PCS, L.P.

Service Area:

         Oklahoma          Oklahoma City                      BTA No. 329
         --------          (Service Area is limited)
                           Tulsa                              BTA No. 448
                           (Service Area is limited)
                           Lawton-Duncan                      BTA No. 248
                           Muskogee                           BTA No. 311
                           Enid                               BTA No. 130
                           Ardmore                            BTA No. 019
                           Stillwater                         BTA No. 433
                           Ada                                BTA No. 004
                           McAlester                          BTA No. 267
                           Ponca City                         BTA No. 354
                           Bartlesville                       BTA No. 031


         Kansas            Salina                             BTA No. 396
         ------            Hutchinson                         BTA No. 200
                            (Service area is limited)

                           Manhattan                          BTA No. 275
                           Emporia BTA No. 129


         Arkansas          Fort Smith                         BTA No. 153
         --------          Fayetteville                       BTA No. 140
                           Little Rock                        BTA No. 257
                           (Service Area is limited)
                           Russellville                       BTA No. 387

         Texas             Wichita Falls                      BTA No. 473
         -----

         This Addendum IV (this "Addendum") contains certain additional and
supplemental terms and provisions of that certain Sprint PCS Management
Agreement entered into as of July 10, 1998, by the same parties as this
Addendum, which Management Agreement was further amended by that certain
Addendum I entered into as of July 10, 1998, that certain Addendum II entered
into as of April 30, 1999, and that certain Addendum III entered into as of
March 7, 2001(the "Management Agreement"). The terms and provisions of this
Addendum control, supersede and amend any conflicting terms and provisions
contained in the Management Agreement. Except for express modifications made in
this Addendum, the Management Agreement and all prior addenda continue in full
force and effect.

         Capitalized terms used and not otherwise defined in this Addendum
have the meaning ascribed to them in the Management Agreement. Section and




                                    Page 1
<PAGE>



Exhibit references are to Sections and Exhibits of the Management Agreement
unless otherwise noted.

              The Management Agreement is modified as follows:

1. New Amended and Restated Management Agreement. The parties agree to amend and
restate the Management Agreement in its entirety in the form of Management
Agreement attached to this Addendum (the "Amended and Restated Management
Agreement"). The parties further agree that the Management Agreement and the
addenda to the Management Agreement entered into as of July 10, 1998 and April
30, 1999, by the same parties as the Management Agreement, are superseded and
replaced in their entirety by the Amended and Restated Management Agreement and
this Addendum.

2. New Amended and Restated Schedule of Definitions. The parties agree to amend
and replace the Schedule of Definitions in its entirety in the form of Amended
and Restated Schedule of Definitions attached to this Addendum.

3. Expansion of Service Area. The parties agree to expand the definition of
Service Area into the Little Rock, Arkansas (BTA 257) and Russellville, Arkansas
(BTA 387) as described in the revised Exhibit 2.1 Build-out Plan attached to
this Addendum.

4. Use of Loan Proceeds. Sprint PCS is entering into that certain Amended and
Restated Consent and Agreement with Citicorp USA, Inc., dated as of March 30,
2001 ("Citicorp") (which Amended and Restated Consent and Agreement, as amended
and modified from time to time, is referred to as the "Consent and Agreement")
to enable Manager to obtain a loan (the "Loan") from Citicorp, its successors,
and other lenders who from time to time are parties to the Consent and
Agreement (collectively, the "Lenders"). Manager agrees that notwithstanding
the permitted uses of the proceeds of the Loan, it will not use the proceeds
from the Loan or any other loan, extension of credit or other obligation to
which the Consent and Agreement relates, for any purpose other than to (a)
construct and operate the Service Area Network within the Service Area (as may
be amended from time to time) as contemplated under the Management Agreement,
(b) pay the cash portion of the merger consideration to the Target (as defined
in that certain Commitment Letter dated March 9, 2001, between Citicorp North
America, Inc., Salomon Smith Barney, Inc., TD Securities (USA) Inc., Export
Development Corporation and Alamosa Holdings, Inc. (the "Commitment Letter")),
(c) refinance existing indebtedness under the Southwest Facility (as that term
is defined in the Commitment Letter), and (d) pay the Transaction Costs (as
that term is defined in the Commitment Letter).

5. Financing. (a) The word "and" is inserted between the words "thereto" and
"before" in the last sentence of Section 1.7.

6. Revised Financing Plan. Exhibit 1.7 attached to this Addendum supersedes and
replaces in it entirety Exhibit 1.7 attached to the Management Agreement.

7. Exclusivity of Service Area. In Section 2.3 and the Schedule of Definitions,
the phrase "wireless mobility communications network" is replaced by the phrase
"Wireless Mobility Communications Network".

8. Coverage Enhancement. Section 2.5 is deleted in its entirety and replaced by
the following language:

         2.5 Manager's Right of First Refusal For New Area Build-out.




                                    Page 2
<PAGE>

Sprint PCS grants to Manager the right of first refusal to build-out New Areas.
Sprint PCS will give to Manager a written notice of a New Area within the
Service Area that Sprint PCS decides should be built-out. Manager must
communicate to Sprint PCS within 90 days after receipt of the notice whether it
will build-out the New Area, otherwise Manager's right of first refusal
terminates with regard to the New Area described in the notice.

     If Manager decides to build-out the New Area then Manager and Sprint PCS
will diligently negotiate and execute an amendment to the Build-out Plan and
proceed as set forth in Sections 2.1 and 2.2. The amendment Build-out Plan will
contain critical milestones that provide Manager a commercially reasonable
period in which to implement coverage in the New Area. In determining what
constitutes a "commercially reasonable period" as used in this paragraph, the
parties will consider several factors, including local zoning processes and
other legal requirements, weather conditions, equipment delivery schedules, the
need to arrange additional financing, and other construction already in
progress by the Manager. Manager will construct and operate the network in the
New Area in accordance with the terms of this agreement.

     If Manager declines to exercise its right of first refusal or Manager
fails to build-out the New Area in accordance with the amended Build-out Plan
then Sprint PCS may construct the New Area itself or allow a Sprint PCS Related
Party or an Other Manager to construct the New Area. Sprint PCS has the right,
in a New Area that it constructs or that is constructed by a third party, to
manage the network, allow a Sprint PCS Related Party to manage the network, or
hire a manager to operate the network in the New Area. Any New Area that Sprint
PCS or a third party builds-out is deemed removed from the Service Area and the
Service Area Exhibit is deemed amended to reflect the change in the Service
Area. If Manager does not exercise its right of first refusal with respect to a
New Area, Manager's right of first refusal does not terminate with respect to
the remainder of the Service Area.

9. Long-Distance Pricing. (a) The first sentence of Section 3.4 is deleted in
its entirety and replaced by the following language:

     Manager must purchase long-distance telephony services from Sprint through
Sprint PCS both (i) to provide long-distance telephony service to users of the
Sprint PCS Network and (ii) to connect the Service Area Network with the
national platforms used by Sprint PCS to provide services to Manager under the
agreement and/or the Services Agreement. Sprint will bill Sprint PCS for such
services rendered to Sprint PCS, Manager and all Other Managers, and in turn,
Sprint PCS will bill Manager for the services used by Manager. Manager will be
charged the same price for such long-distance service as Sprint PCS is charged
by Sprint (excluding interservice area long-distance travel rates) plus an
additional administrative fee to cover Sprint PCS' processing costs.



                                    Page 3
<PAGE>



     (b) The following sentence is added as a second paragraph in Section 3.4:
"Manager may not resell the long-distance telephony services acquired from
Sprint under this Section 3.4."

10. Voluntary Resale of Products and Services. Section 3.5.2 is modified by
amending the second sentence of the second paragraph in its entirety to read as
follows: "If Manager wants handsets of subscribers of resellers with NPA-NXXs
of Manager to be activated, Manager must agree to comply with the terms of the
program, including its pricing provisions."

11. Right of Last Offer. Section 3.7 is modified by adding the following
language: "(other than backhaul services relating to national platform and IT
application connections, which Manager must purchase from Sprint)" both between
(i) "Service Area Network" and "if Manager decides to use" in the first sentence
of the first paragraph and (ii) "for these services" and "and the agreement was
not made" in the first sentence of the second paragraph.

12. Expiration of Limited Remedies Period. Sprint PCS and Manager agree that the
limited remedies period provided for in Sections 11.5 and 11.6 expired on July
10, 2000.

13. Non-termination of Agreement. The following language is added at the end of
Section 11.5.3 and Section 11.6.4: "but such action does not terminate this
agreement."

14. Sharing Confidential Information with Lenders. Section 12.2(b)(vii) of the
Management Agreement is amended by inserting the words "or has provided" between
the words "is considering providing" and "financing."

15. Transfer of Sprint PCS Network.

         (a) The following language is added at the beginning of the first
sentence of Section 17.15.5: "In conjunction with the sale of the Sprint PCS
Network,"

         (b) The phrase "Sprint PCS Network, including its rights" in the first
sentence of Section 17.15.5 is replaced in its entirety with the following
language:

     "Sprint PCS Network and any of the Licenses, including its rights"

16. Announced Transactions. Section 17.24 is deleted in its entirety.

17. Additional Terms and Provisions. The phrase "the Addendum also describes" is
deleted from the second sentence of Section 17.25, and the following language is
inserted at the end of that second sentence: "are described on Exhibit 17.25,
and photocopies of any such written agreements have been delivered to Sprint
PCS". -------------

18. Federal Contractor Compliance. A new Section 17.28, the text of which is
attached as Exhibit A, is added and incorporated by this reference. When and to
the extent required by applicable law, Manager will comply with the requirement
of this Section 17.28.





                                    Page 4
<PAGE>

 19. Cross-default. The following Section 17.29 is added:

                    17.29 Cross-default. A breach or Event of Termination
                    under any of the Sprint Agreements (as that term is defined
                    in the Consent and Agreement) by Texas Telecommunications,
                    L.P., a Texas limited partnership, Alamosa Wisconsin
                    Limited Partnership, a Wisconsin limited partnership,
                    Washington Oregon Wireless LLC, a Delaware limited
                    liability company, or Roberts Wireless Communications,
                    L.L.C., a Missouri limited liability company, or their
                    respective successors or assigns (collectively the "Other
                    Affiliates") also constitutes a breach or Event of
                    Termination, as the case may be, by the Manager of the same
                    provision of the applicable Sprint Agreement to which the
                    Manager is a party, and the Sprint Parties (as that term is
                    defined in the Consent and Agreement) shall have the same
                    rights under the Sprint Agreements and the Consent and
                    Agreement to which the Manager is a party as if the same
                    breach or Event of Termination had occurred under such
                    Sprint Agreement. The Manager has no right to cure any
                    breach or Event of Termination with respect to an Other
                    Affiliate. Such breach or Event of Termination by an Other
                    Affiliate shall not qualify as a force majeure under the
                    Sprint Agreements or the Consent and Agreement.

20. Performance/payment of Other Affiliates' obligations. The following Section
17.30 is added:

                    17.30 Performance/payment of Other Affiliates' obligations.
                    To induce the Sprint Parties to enter into the Consent and
                    Agreement with Citicorp, Manager absolutely and
                    unconditionally guarantees the prompt and punctual
                    performance and payment of the Obligations (as that term is
                    defined in the Consent and Agreement) of the Other
                    Affiliates and their respective successors or assigns when
                    due and payable pursuant to the terms of the Other
                    Affiliates' Sprint Agreements as they may be amended and
                    modified. Manager agrees that the Sprint Parties shall not
                    be required first to collect from any other guarantor of
                    any such obligation or to proceed against or exhaust any
                    collateral or security for any obligation before requiring
                    Manager to perform or pay the obligation guaranteed under
                    this Section. Any Sprint Party may bring suit against
                    Manager without joining the Other Affiliates or any other
                    guarantor. Manager agrees that notice given by a Sprint
                    Party to any Other Affiliate under such Other Affiliate's
                    Sprint Agreements or the Consent and Agreement constitutes
                    notice to the Manager.

21. Business valuation. The following subsection 11.7.4(f) is added:

                  (f) In the event the Entire Business Value of the Manager is
         being determined, the entire value of any Operating Asset may be
         allocated among the Manager and one or more of the Other Affiliates,
         where appropriate, but the sum of the values attributed to such
         Operating Asset in determining the Entire Business Value of the Manager
         and the Other Affiliates shall not exceed the value of such Operating
         Asset if it were used to calculate only the Manager's Entire Business
         Value (i.e. "double counting" is prohibited).



                                    Page 5
<PAGE>



22.      Revised Build-out Plan.

         (a) Operational and Network Readiness.

         Manager will achieve "Operational and Network Readiness," as defined
below, for the remaining build out of the Service Areas in the Little Rock and
Russellville BTAs according to the build-out schedule below. Specifically,
coverage along Interstate 40 extending East on Interstate 40 from Wiederkehr
Village through Clarksville, Lamar, Knoxville, London, Russellville, Pottsville,
and Atkins in the Russellville, Arkansas BTA 387 to a meet point with Sprint PCS
within the Little Rock, Arkansas BTA 257. The build-out in Little Rock BTA 257
is limited to coverage along Interstate 40 in Conway County through Morrilton up
to Sprint PCS meet point at Plumerville. This schedule, together with the
revised Exhibit 2.1 attached to this Addendum, replaces Exhibit 2.1 of the
"Management Agreement."


                          ----------------------------------------
                              Cascade Number     COMPLETION DATE
                          ----------------------------------------
                                LR03SW251            12/01/01
                          ----------------------------------------
                                LR03SW252            12/01/01
                          ----------------------------------------
                                LR03SW253            12/01/01
                          ----------------------------------------
                                LR03SW254            12/01/01
                          ----------------------------------------
                                LR03SW255            12/01/01
                          ----------------------------------------
                                LR03SW256            12/01/01
                          ----------------------------------------
                                LR03SW257            12/01/01
                          ----------------------------------------
                                LR03SW261            12/01/01
                          ----------------------------------------
                                LR03SW262            12/01/01
                          ----------------------------------------
                                LR03SW263            12/01/01
                          ----------------------------------------
                                LR03SW258            12/01/01
                          ----------------------------------------

         For purposes of this Addendum, "Operational and Network Readiness" and
"Operational and Network Ready" mean that the Manager has (i) met all Program
Requirements (which includes, but is not limited to, completion of test plans,
coverage definition, assessment of site readiness, network optimization and
operational and systems readiness) and (ii) received Sprint PCS's approval to
launch each of the cell sites with Cascade Numbers LR03SW251, LR03SW252,
LR03SW253, LR03SW254, LR03SW255, LR03SW256, LR03SW257, LR03SW261, LR03SW262,
LR03SW263, LR03SW258 (individually a "Cell Site" and collectively the "Cell
Sites").

         (b) Penalty.

         The Manager will pay a penalty for each Cell Site that is not
Operational and Network Ready on or before December 1, 2001 (the "Completion
Date"). Cell sites must be Operational and Network Ready in a sequential manner
to ensure contiguous coverage with existing markets and to prevent the creation
of service gaps in the Service Area.

         The penalty amount equals the amount set forth on the following Penalty
Table opposite the appropriate range of number of days from and including the
Completion Date to and including the date of Operational and Network Readiness
for any Cell Site that was not Operational and Network Ready on or before its
respective Completion Date (the "Penalty Amount").

                               Penalty Table

------------------------------------------------------------------------
Penalty Period                        Penalty Amount Per Cell Site
------------------------------------------------------------------------



                                    Page 6
<PAGE>



6-60 days past the Completion Date    $15,676.23
------------------------------------------------------------------------
61-90 days past the Completion Date   Additional $10,450.82
------------------------------------------------------------------------
91-120 days past the Completion       Additional $5,225.40
Date
------------------------------------------------------------------------
121-150 days past the Completion      Additional $15,676.23
Date
------------------------------------------------------------------------
151-180 days past the Completion      Additional $15,676.23
Date
------------------------------------------------------------------------

         The parties may agree to adjust the Penalty Amount if (i) the Manager
has completed less than all of the Cell Sites described in Section 22(a) of this
Addendum; (ii) Sprint PCS determines that the Manager has met the coverage
requirements, as detailed in the revised Exhibit 2.1 Build-out Plan attached to
this Addendum; and (iii) Sprint PCS determines that the Manager has met the
current Sprint PCS RF Standards for coverage, as defined in Exhibit 7.2 Sprint
PCS Technical Program Requirements (the "RF Standards"). The Parties agree that
to the extent additional sites are necessary to meet the Exhibit 2.1 Build-out
Plan and those cites are not Operational and Network Ready by the Completion
Date, the penalties set forth in the Penalty Table above will be assessed to the
Manager based on the incremental number of sites needed to meet the Build-out
Plan.

     (c) Payment of Penalty Amounts.

                  (i)      Manager will pay the Penalty Amount for each Cell
                           Site on or before the first day of each penalty
                           period, as set forth in the Penalty Table above in
                           Section 1(b) of this Addendum, for any Cell Site that
                           is not Operational and Network Ready on or before its
                           respective Completion Date (the "Assessment Date").

                  (ii)     Manager will also owe Additional Interest on any
                           Penalty Amount not paid on or before the
                           Assessment Date, which Additional Interest is
                           payable on the next Assessment Date for that
                           Cell Site in the same manner as the Penalty
                           Amounts (e.g., timing). If there is no
                           additional Assessment Date with respect to a
                           Cell Site, the Additional Interest will be
                           payable at the time the Penalty Amount for such
                           Cell Site is paid.

                  (iii)    Manager will pay the Penalty Amounts in cash.
                           Payments of cash will be made via wire transfer
                           instructions provided to Manager by Sprint PCS.
                           Sprint PCS's setoff right set forth in Section 10.6
                           of the Management Agreement applies to these Penalty
                           Amounts and Additional Interest.



                                    Page 7
<PAGE>


         (d)      Event of Termination; Waiver of Cure Rights.

                  (i)      If Manager does not achieve Operational and
                           Network Readiness for a Cell Site by midnight on
                           the 90-Day Threshold, Manager will be in breach
                           of a material term of the Management Agreement.
                           Accordingly, Sprint PCS may declare an Event of
                           Termination under the Management Agreement, and
                           Manager waives any right to a cure period set
                           forth in Section 11.3.3.

                  (ii)     If Sprint PCS does not declare in writing an
                           Event of Termination within ten Business Days
                           after the 90-Day Threshold, Sprint PCS waives
                           its right to declare an Event of Termination
                           based on Manager's failure to achieve
                           Operational and Network Readiness for such Cell
                           Site until the 180-Day Threshold. If Manager
                           does not achieve Operational and Network
                           Readiness for a Cell Site by the 180-Day
                           Threshold, Manager will be in breach of a
                           material term of the Management Agreement.
                           Accordingly, Sprint PCS may declare an Event of
                           Termination under the Management Agreement, and
                           Manager waives any right to a cure period set
                           forth in Section 11.3.3.

         (e)      Definitions.

         "90-Day Threshold" means the date 90 calendar days after the respective
Cell Site Completion Date.

         "180-Day Threshold" means the date 180 calendar days after the
respective Cell Site Completion Date.

         "Additional Interest" means the sum of the products of (A) each Penalty
Amount, multiplied by (B) Prime Rate (adjusted as and when changes in the Prime
Rate occur) plus five percent (5%), multiplied by (C) the number of calendar
days from and including the respective Assessment Date to and including the date
paid, divided by 365.

         "Change of Control Transaction" means a transaction that results in a
Change of Control, as defined in the Management Agreement.

23. Enforceability. If Manager does not achieve Operational and Network
Readiness for a Cell Site by the Completion Date and Section 22 of this Addendum
becomes unenforceable for any reason, Manager will be in breach of a material
term of the Management Agreement. In such event, Sprint PCS may declare an Event
of Termination under the Management Agreement and Manager waives any right to a
cure period set forth in Section 11.3.3.

24. Consent and Agreement Not Assignable. Except as expressly required or
permitted in the Consent and Agreement, Manager may not assign the Consent and
Agreement. Except as specifically provided under Section 24 of the Consent and
Agreement, Sprint PCS is not required to agree to terms similar to those
contained in the Consent and Agreement with any other lender or creditor.

25. Notices. Manager agrees to promptly give Sprint PCS a copy of any notice
Manager receives from the Administrative Agent or any Lender

                                    Page 8
<PAGE>


(as those terms are defined in the Consent and Agreement), and a copy of any
notice Manager gives to the Administrative Agent or any Lender. Sprint PCS
agrees to promptly give Manager a copy of any notice Sprint PCS receives from
the Administrative Agent or any Lender, and a copy of any notice that Sprint
PCS gives to the Administrative Agent or any Lender.

26. Reaffirmation of Sprint Agreements. Each of the undersigned reaffirms in
their entirety, together with the respective rights and obligations thereunder,
the Management Agreement, the Services Agreement and the License Agreements.

27. Counterparts. This Addendum may be executed in two or more counterparts,
each of which shall constitute an original but all which when taken together
shall constitute but one agreement.

          [the remainder of this page is intentionally left blank]



IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be executed
as of the date first above written.

                      SOUTHWEST PCS, L.P.
                      an Oklahoma limited partnership

                      By       SWGP, L.L.C.
                      an Oklahoma limited liability company
                             as its general partner


                            By: /s/ David E. Sharbutt
                                  --------------------------------
                                    David E. Sharbutt
                                    Manager

                      SPRINTCOM, INC.

                      By:  /s/ Thomas E. Mateer
                         -----------------------------------------
                           Thomas E. Mateer
                           Vice President - Affiliations/Private Label Services


                      SPRINT SPECTRUM L.P.

                      By:  /s/ Thomas E. Mateer
                         -----------------------------------------
                           Thomas E. Mateer
                           Vice President - Affiliations/Private Label Services


                      WIRELESSCO, L.P.

                      By:  /s/ Thomas E. Mateer
                         -----------------------------------------
                           Thomas E. Mateer
                           Vice President - Affiliations/Private Label Services


                      SPRINT COMMUNICATIONS COMPANY L.P.

                      By:  /s/ Ed Mattix
                         --------------------------------------------------
                             Ed Mattix
                     Senior Vice President - Public Affairs



                                 Exhibit A

         Section 17.28. Federal Contractor Compliance. (1) The Manager will not
discriminate against any employee or applicant for employment because of race,
color, religion, sex, or national origin. The Manager will take affirmative
action to ensure that applicants are employed, and that employees are treated
during employment without regard to their race,


                                    Page 9
<PAGE>

color, religion, sex, or national origin. Such action shall include, but not be
limited to the following: Employment, upgrading, demotion, or transfer;
recruitment or recruitment advertising; layoff or termination; rates of pay or
other forms of compensation; and selection for training, including
apprenticeship. The Manager agrees to post in conspicuous places, available to
employees and applicants for employment, notices to be provided setting forth
the provisions of this nondiscrimination clause.

         (2) The Manager will, in all solicitations or advertisements for
employees placed by or on behalf of the Manager, state that all qualified
applicants will receive considerations for employment without regard to race,
color, religion, sex, or national origin.

         (3) The Manager will send to each labor union or representative of
workers with which he has a collective bargaining agreement or other contract or
understanding, a notice to be provided advising the said labor union or workers'
representatives of the Manager's commitments under this section, and shall post
copies of the notice in conspicuous places available to employees and applicants
for employment.

         (4) The Manager will comply with all provisions of Executive Order
11246 of September 24, 1965, and of the rules, regulations, and relevant orders
of the Secretary of Labor.

         (5) The Manager will furnish all information and reports required by
Executive Order 11246 of September 24, 1965, and by rules, regulations, and
orders of the Secretary of Labor, or pursuant thereto, and will permit access to
his books, records, and accounts by the administering agency and the Secretary
of Labor for purposes of investigation to ascertain compliance with such rules,
regulations, and orders.

         (6) In the event of the Manager's noncompliance with the
nondiscrimination clauses of this contract or with any of the said rules,
regulations, or orders, this contract may be canceled, terminated, or suspended
in whole or in part and the Manager may be declared ineligible for further
Government contracts or federally assisted construction contracts in accordance
with procedures authorized in Executive Order 11246 of September 24, 1965, and
such other sanctions may be imposed and remedies invoked as provided in
Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of
the Secretary of Labor, or as otherwise provided by law.

         (7) The Manager will include the portion of the sentence immediately
preceding paragraph (1) and the provisions of paragraphs (1) through (7) in
every subcontract or purchase order unless exempted by rules, regulations, or
orders of the Secretary of Labor issued pursuant to section 204 of Executive
Order 11246 of September 24, 1965, so that such provisions will be binding upon
each subcontractor or vendor. The Manager will take such action with respect to
any subcontract or purchase order as the administering agency may direct as a
means of enforcing such provisions, including sanctions for noncompliance.
Provided, however, that in the event a Manager becomes involved in, or is
threatened with, litigation with a subcontractor or vendor as a result of such
direction by the administering agency the Manager may request the United States
to enter into such litigation to protect the interests of the United States.

         (8) In consideration of contracts with Sprint PCS, the Manager agrees


                                    Page 10
<PAGE>



to execute the Certificate of Compliance attached hereto as Attachment I and
further agrees that this certification shall be part of each contract between
Sprint PCS and Manager. The Manager will include Attachment I in every
subcontract or purchase order, so that such provisions will be binding upon each
subcontractor.



                                Attachment I

                       CERTIFICATE OF COMPLIANCE WITH
                            FEDERAL REGULATIONS

In consideration of contracts with SPRINT SPECTRUM L.P., the undersigned
"contractor", "vendor" or "consultant" agrees to the following and further
agrees that this Certification shall be a part of each purchase order, supply
agreement, or contract between SPRINT SPECTRUM L.P. and the undersigned.

1.       Equal Opportunity
         Executive Order 11246 is herein incorporated by reference.

2.       Affirmative Action Compliance
         If undersigned Contractor has 50 or more employees and if this contract
         is for $50,000 or more, Contractor shall develop a written Affirmative
         Action Compliance Program for each of its establishments, as required
         by rules and regulations of the Secretary of Labor (41 CFR 60-1 and
         60-2).

3.       Affirmative Action for Special Disabled and Vietnam Era Veterans If
         this contract exceeds $10,000, the undersigned Contractor certifies
         that the Contractor does not discriminate against any employee or
         applicant because the person is a Special Disabled or Vietnam Veteran
         and complies with the rules, regulations and relevant orders of the
         Secretary of Labor issued pursuant to the Vietnam Veterans Readjustment
         Assistance Act of 1972, as amended.

         Contractor hereby represents that it has developed and has on file, at
         each establishment, affirmative action programs for Special Disabled
         and Vietnam Era Veterans required by the rules and regulations of the
         Secretary of Labor (41 CFR 60-250).

4.       Affirmative Action for Handicapped Workers If this contract exceeds
         $2,500, the undersigned Contractor certifies that the Contractor does
         not discriminate against any employee or applicant because of physical
         or mental handicap and complies with the rules, regulations and
         relevant orders of the Secretary of Labor issued under the
         Rehabilitation Act of 1973, as amended.

         Contractor hereby represents that it has developed and has on file, at
         each establishment, affirmative action programs for Handicapped Workers
         required by the rules and regulations of the Secretary of Labor (41 CFR
         60-741).

5.       Employer Information Report (EEO-1 Standard Form 100) If undersigned
         Contractor has 50 or more employees and if this contract is for $10,000
         or more, Contractor shall complete and file government Standard Form
         100, Equal Employment Opportunity Employer Information Report EEO-1, in
         accordance with instructions
         contained therein.



                                    Page 11
<PAGE>


6.       Compliance Review
         The undersigned Contractor certifies that it has not been subject to a
         Government equal opportunity compliance review. If the Contractor has
         been reviewed, that review occurred on __________________ (date).

7.       Utilization of Small Businesses, Small Disadvantaged Businesses,
         and Women-Owned Small Business It is the policy of SPRINT SPECTRUM
         L.P., consistent with Federal Acquisition Regulations (FAR
         52.219-8 and FAR 52.219-13), that small business concerns, small
         business concerns owned and controlled by socially and
         economically disadvantaged individuals, and women-owned businesses
         shall have the maximum practicable opportunity to participate in
         performing subcontracts under Government contracts for which
         SPRINT SPECTRUM L.P. is the Government's Prime Contractor. SPRINT
         SPECTRUM L.P. awards contracts to small businesses to the fullest
         extent consistent with efficient prime contract performance. The
         Contractor agrees to use its best efforts to carry out this policy
         in the award of its subcontract to the fullest extent consistent
         with the efficient performance of this contract.

         Contractor hereby represents that it ___ is ___ is not a small
         business, ___ is ___ is not a small business owned and controlled by
         socially and economically disadvantaged individuals, and ___ is ___ is
         not a small business controlled and operated as a women-owned small
         business as defined by the regulations implementing the Small Business
         Act.

         If the answer to any of the above is in the affirmative, Contractor
         will complete SPRINT SPECTRUM L.P. Small/Minority/Women Owned Business
         Self Certification Form. This form is available from Mr. Ron Gier,
         Sprint PCS, 4900 Main Street, Kansas City, Missouri 64112.

8.       Certification of Nonsegregated Facilities If this contract is expected
         to exceed $10,000, the undersigned Contractor certifies as follows:

         The Contractor certifies that the Contractor does not or will not
         maintain or provide for its employees any segregated facilities at any
         of its establishments, and that it does not and will not permit its
         employees to perform services at any location, under its control, where
         segregated facilities are maintained. The Contractor agrees that a
         breach of this Certification is a violation of the Equal Opportunity
         provision of this contract. As used in this Certification, the term
         "segregated facilities" means any waiting rooms, work areas, rest rooms
         and wash rooms, restaurants and other eating areas, time clocks, locker
         rooms and other storage or dressing areas, parking lots, drinking
         fountains, recreation or entertainment areas, transportation, and
         housing facilities provided for employees that are segregated by
         explicit directive or are in fact segregated on the basis of race,
         color, religion, or national origin, because of habit, local custom, or
         otherwise. Contractor further agrees that (except where it has obtained
         identical certifications from proposed subcontracts for specific time
         periods) it will obtain identical certifications from proposed
         subcontractors prior to the award of subcontracts exceeding $10,000



                                    Page 12
<PAGE>


         that are not exempt from the provisions of the Equal Opportunity
         Clause; and that it will retain such certification in its files.

9.       Clean Air and Water The undersigned Contractor certifies that any
         facility to be used in the performance of this contract ___ is ___ is
         not listed on the Environmental Protection Agency List of Violating
         Facilities.

         The undersigned Contractor agrees to immediately notify SPRINT SPECTRUM
         L.P., immediately upon the receipt of any communication from the
         Administrator or a designee of the Environmental Protection Agency
         indicating that any facility that the Contractor proposes to use for
         the performance of the contract is under consideration to be listed on
         the EPA List of Violating Facilities. SPRINT SPECTRUM L.P. includes
         this certification and agreement pursuant to FAR 52-223-1(c) which
         requires including such paragraph (c) in every nonexempt subcontract.


                                        Contractor:


                                        --------------------------------
                                        Company Name

                                        --------------------------------
                                        Address

                                        --------------------------------
                                        City         State           Zip


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



                                    Page 13
<PAGE>





                            AMENDED AND RESTATED
                      SPRINT PCS MANAGEMENT AGREEMENT

     This SPRINT PCS MANAGEMENT AGREEMENT is made March 30, 2001, between Sprint
Spectrum L.P., a Delaware limited partnership, WirelessCo, L.P., a Delaware
limited partnership, and Southwest PCS, L.P., an Oklahoma limited partnership
(but not any Related Party) ("Manager"). The definitions for this agreement are
set forth on the "Schedule of Definitions".

                                  RECITALS

     A. Sprint Spectrum L.P., a Delaware limited partnership, WirelessCo, L.P.,
a Delaware limited partnership, SprintCom, Inc., a Kansas corporation, American
PCS Communications, LLC, a Delaware limited liability company, APC PCS, LLC, a
Delaware limited liability company, PhillieCo Partners I, L.P., a Delaware
limited partnership, PhillieCo, L.P., a Delaware limited partnership, Cox
Communications PCS, L.P., a Delaware limited partnership, and Cox PCS License,
L.L.C., a Delaware limited liability company, hold and exercise, directly or
indirectly, control over licenses to operate wireless services networks.

     B. The entities named in Recital A hold, directly or indirectly, the
Licenses for the areas identified on the Service Area Exhibit and are referred
to in this agreement as "Sprint PCS." Because this agreement addresses the
rights and obligations of each license holder with respect to each of its
Licenses, each reference in this agreement to "Sprint PCS" refers to the entity
that owns, directly or indirectly, the License referred to in that particular
instance or application of the provision of this agreement. If Sprint Spectrum
does not own the License, it will provide on behalf of Sprint PCS most or all of
the services required under this agreement to be provided by Sprint PCS.

     C. The Sprint PCS business was established to use the Sprint PCS Network, a
nationwide wireless services network, to offer seamless, integrated voice and
data services using wireless technology. The Sprint PCS Network offers the
services to customers under the Brands.

     D. This agreement, therefore, includes provisions defining Manager's
obligations with respect to:

      o   The design, construction and management of the Service Area
          Network;

      o   Offering and promoting products and services designated by Sprint PCS
          as the Sprint PCS Products and Services of the Sprint PCS Network;

      o   Adherence to Program Requirements established by Sprint PCS to ensure
          seamless interoperability throughout the Sprint PCS Network and
          uniform and consistent quality of product and service offerings;



                                    Page 14
<PAGE>


      o    Adherence to Customer Service Program Requirements established by
           Sprint PCS to ensure consistency in interactions with customers
           (including billing,customer care, etc.); and

      o   Adherence to Program Requirements relating to the marketing, promotion
          and distribution of Sprint PCS Products and Services.

     E. The Sprint PCS Network is expanding with the assistance of "managers"
(companies such as Manager that manage Service Area Networks that offer Sprint
PCS Products and Services under a license owned by Sprint PCS or one of the
entities named in Recital A) and "affiliates" (companies that manage Service
Area Networks that offer Sprint PCS Products and Services under a license owned
by the affiliate).

     F. Manager wishes to enter into this agreement to help construct, operate,
manage and maintain for Sprint PCS a portion of the Sprint PCS Network in the
Service Area. Sprint PCS has determined that permitting Manager to manage a
portion of the Sprint PCS Network in accordance with the terms of this agreement
will facilitate Sprint PCS' expansion of fully digital, wireless coverage under
the License and will enhance the wireless service for customers of Sprint PCS.

     G. All managers of a portion of the business of Sprint PCS, including
Manager, must construct facilities and operate in accordance with
     Program Requirements established by Sprint PCS with respect to certain
aspects of the development and offering of wireless products and services and
the presentation of the products and services to customers, to establish and
operate the Sprint PCS Network successfully by providing seamless, integrated
voice and data services, using wireless technology.

                                 AGREEMENT

     In consideration of the recitals and mutual covenants and agreements
contained in this agreement, the sufficiency of which are hereby acknowledged,
the parties, intending to be bound, agree as follows:


                                 1. MANAGER

     1.1 Hiring of Manager. Sprint PCS hires Manager:

          (a) to construct and manage the Service Area Network in compliance
with the License and in accordance with the terms of this agreement;

          (b) to distribute continuously during the Term the Sprint PCS Products
and Services and to establish distribution channels in the Service Area;

                                    Page 15

<PAGE>


          (c) to conduct continually during the Term advertising and promotion
activities in the Service Area (including mutual decisions to "go dark", with
respect to advertising and promotion activities, for reasonable periods of
time); and

          (d) to manage that portion of the customer base of Sprint PCS that has
the NPA-NXXs assigned to the Service Area Network.

     Sprint PCS has the right to unfettered access to the Service Area Network
to be constructed by Manager under this agreement. The fee to be paid to Manager
by Sprint PCS under Section 10 is for all obligations of Manager under this
agreement.

     1.2 Program Requirements. Manager must adhere to the Program Requirements
established by Sprint PCS and as modified from time to time, to ensure uniform
and consistent operation of all wireless systems within the Sprint PCS Network
and to present the Sprint PCS Products and Services to customers in a uniform
and consistent manner under the Brands.

     1.3 Vendor Purchase Agreements. Manager may participate in discounted
volume-based pricing on wireless-related products and services and in the
warranties Sprint PCS receives from its vendors, as is commercially reasonable
and to the extent permitted by applicable procurement agreements (e.g.,
agreements related to network infrastructure equipment, subscriber equipment,
interconnection, and collocation). Sprint PCS will use commercially reasonable
efforts to obtain for managers the same price Sprint PCS receives from vendors;
this does not prohibit Sprint PCS from entering into procurement agreements that
do not provide managers with the Sprint PCS prices.

     Manager must purchase subscriber and infrastructure equipment from a Sprint
PCS approved list of products, which will include a selection from a variety of
manufacturers. Where required, the products must include proprietary software
developed by the manufacturers for Sprint PCS or by Sprint PCS to allow seamless
interoperability in the Sprint PCS Network. Sprint PCS or the vendor may require
Manager to execute a separate license agreement for the software prior to
Manager's use of the software.

     Manager may only make purchases under this Section 1.3 for items to be used
exclusively in the Service Area (e.g., Manager may not purchase base stations
under a Sprint PCS contract for use in a system not affiliated with Sprint PCS).



                                    Page 16
<PAGE>


1.4 Interconnection. If Manager desires to interconnect a portion of the
Service Area Network with another carrier and Sprint PCS can interconnect with
that carrier at a lower rate, then to the extent permitted by applicable laws,
tariffs and contracts, Sprint PCS may arrange for the interconnection under its
agreements with the carrier and if it does so, Sprint PCS will bill the
interconnection fees to Manager.

     1.5 Seamlessness. Manager will design and operate its systems, platforms,
products and services in the Service Area and the Service Area Network so as to
seamlessly interface them into the Sprint PCS Network.

     1.6 Forecasting. Manager and Sprint PCS will work cooperatively to generate
mutually acceptable forecasts of important business metrics including traffic
volumes, handset sales, subscribers and Collected Revenues for the Sprint PCS
Products and Services. The forecasts are for planning purposes only and do not
constitute Manager's obligation to meet the quantities forecast.

     1.7 Financing. The construction and operation of the Service Area Network
requires a substantial financial commitment by Manager. The manner in which
Manager will finance the build-out of the Service Area Network and provide the
necessary working capital to operate the business is described in detail on
Exhibit 1.7. Manager will allow Sprint PCS an opportunity to review before
filing any registration statement or prospectus or any amendment or supplement
thereto before distributing any offering memorandum or amendment or supplement
thereto, and agrees not to file or distribute any such document if Sprint PCS
reasonably objects in writing on a timely basis to any portion of the document
that refers to Sprint PCS, its Related Parties, their respective businesses,
this agreement or the Services Agreement.

     1.8 Ethical Conduct and Related Covenants. Each party must perform its
obligations under this agreement in a diligent, legal, ethical, and professional
manner.


                          2. BUILD-OUT OF NETWORK

     2.1 Build-out Plan. Manager will build-out the Service Area Network in the
Service Area in accordance with a Build-out Plan. Sprint PCS and Manager will
jointly develop each Build-out Plan, except the initial Build-out Plan and any
modifications, additions or expansions of the Build-out Plan will be subject to
prior written approval by Sprint PCS. Manager will report to Sprint PCS its
performance regarding the critical milestones included in the Build-out Plan on
a periodic basis as mutually agreed to by the parties, but no less frequently
than quarterly. The Build-out Plan and the Service Area Network as built must
comply with Sprint PCS Program Requirements and federal and local regulatory
requirements.

                                    Page 17

<PAGE>

     Sprint PCS approves the Build-out Plan in effect as of the date of this
agreement, which Build-out Plan is attached as Exhibit 2.1. Each new or amended
Build-out Plan will also become part of Exhibit 2.1.

     2.2 Compliance with Regulatory Rules. During the build-out of the Service
Area Network, Sprint PCS authorizes Manager to make all filings with regulatory
authorities regarding the build-out, including filings with the Federal Aviation
Administration, environmental authorities, and historical districts. Manager may
further delegate its duty under this Section 2.2 to a qualified site acquisition
company. Manager must ensure that a copy of every filing is given to Sprint PCS.
Manager must ensure that Sprint PCS is notified in writing of any contact by a
regulatory agency including the FCC with Manager or Manager's site acquisition
company regarding any filing. Sprint PCS has the right to direct any proceeding,
inquiry, dispute, appeal or other activity with a regulatory or judicial
authority regarding any filing made on behalf of Sprint PCS. Manager will amend,
modify, withdraw, refile and otherwise change any filing as Sprint PCS requires.
Notwithstanding the preceding sentences in this Section 2.2, and in conjunction
with Section 16, Sprint PCS is solely responsible for making any and all filings
with the FCC regarding the build-out. Manager will notify Sprint PCS of any
activity, event or condition related to the build-out that might require an FCC
filing.

     2.3 Exclusivity of Service Area. Manager will be the only person or entity
that is a manager or operator for Sprint PCS with respect to the Service Area
and neither Sprint PCS nor any of its Related Parties will own, operate, build
or manage another wireless mobility communications network in the Service Area
so long as this agreement remains in full force and effect and there is no Event
of Termination that has occurred giving Sprint PCS the right to terminate this
agreement, except that:

          (a) Sprint PCS may cause Sprint PCS Products and Services to be sold
in the Service Area through the Sprint PCS National Accounts Program
Requirements and Sprint PCS National or Regional Distribution Program
Requirements;

          (b) A reseller of Sprint PCS Products and Services may sell its
products and services in the Service Area so long as such resale is not contrary
to the terms and conditions of this agreement; and

          (c) Sprint PCS and its Related Parties may engage in the activities
described in Sections 2.4(a) and 2.4(b) with Manager in the geographic areas
within the Service Area in which Sprint PCS or any of its Related Parties owns
an incumbent local exchange carrier as of the date of this agreement.

                                    Page 18
<PAGE>


 2.4 Restriction. In geographic areas within the Service Area in which
Sprint PCS or any of its Related Parties owns an incumbent local exchange
carrier as of the date of this agreement, Manager must not offer any Sprint PCS
Products or Services specifically designed for the competitive local exchange
market ("fixed wireless local loop"), except that:

               (a) Manager may designate the local exchange carrier that is a
     Related Party of Sprint PCS to be the exclusive distributor of the fixed
     wireless local loop product in the territory served by the local exchange
     carrier, even if a portion of its territory is within the Service Area; or

               (b) Manager may sell the fixed wireless local loop product under
     the terms and conditions specified by Sprint PCS (e.g., including
     designation by Sprint PCS of an exclusive distribution agent for the
     territory).

This restriction exists with respect to a particular geographic area only so
long as Sprint PCS or its Related Party owns such incumbent local exchange
carrier.

     Nothing in this Section 2.4 prohibits Manager from offering Sprint PCS
Products and Services primarily designed for mobile functionality. The
restricted markets as of the date of this agreement are set forth on Exhibit
2.4.

     2.5 Coverage Enhancement. Sprint PCS and Manager agree that maintaining a
high standard of customer satisfaction regarding network capacity and footprint
is a required element of the manager and affiliate programs. Sprint PCS intends
to expand network coverage to build all cells that cover at least 5,000 pops and
all interstate and major highways in the areas not operated by Manager or Other
Managers. Accordingly, Manager agrees to build-out New Coverage when directed by
Sprint PCS as set forth in this Section 2.5. Sprint PCS agrees not to require
any New Coverage build-out during the first two years of this Agreement, nor any
New Coverage that exceeds the capacity and footprint parameters that Sprint PCS
has adopted for all of its comparable markets.

     Sprint PCS will give to Manager a written notice of any New Coverage
within the Service Area that Sprint PCS decides should be built-out. Such
notice will include an analysis completed by Sprint PCS demonstrating that such
required build-out should be economically advantageous to Manager. Such
analysis will be generated in good faith and will be based on then-currently
available information, however Sprint PCS makes no warranties or
representations regarding the accuracy of, nor will Sprint


                                    Page 19
<PAGE>


PCS be bound by, or guarantee the accuracy of, such analysis. Manager must
confirm to Sprint PCS within 90 days after receipt of the notice that Manager
will build-out the New Coverage and deliver to Sprint PCS with such
confirmation Manager's proposed amendment to the Build-out Plan and a
description of the manner and timing in which it will finance such build-out.

     If Manager confirms, within such 90-day period, its intention to build-out
the New Coverage, then Manager and Sprint PCS will diligently finalize an
amendment to the Build-out Plan and proceed as set forth in Sections 2.1 and
2.2. The amended Build-out Plan will contain critical milestones that provide
Manager a commercially reasonable period in which to construct and implement the
New Coverage. In determining what constitutes a "commercially reasonable period"
as used in this paragraph, the parties will consider several factors, including
local zoning processes and other legal requirements, weather conditions,
equipment delivery schedules, the need to arrange additional financing, and
other construction already in progress by Manager. Manager will construct and
operate the New Coverage in accordance with the terms of this Agreement, and the
New Coverage will be included in the Service Area Network for purposes of this
agreement.

     If Manager fails to confirm, within such 90-day period, its intention to
build-out the New Coverage, declines to complete such build-out, or fails to
complete such build-out in accordance with the amended Build-out Plan, then an
Event of Termination will be deemed to have occurred under Section 11.3.3,
Manager will not have a right to cure such breach, and Sprint PCS may exercise
its rights and remedies under Section 11.2.2.1.

     Notwithstanding the preceding paragraphs in this Section 2.5, the capacity
and footprint parameters contained in the amended Build-out Plan will not be
required to exceed the parameters adopted by Sprint PCS in building out all of
its comparable service areas, unless such build-out relates to an obligation
regarding the Service Area Network mandated by law. When necessary for reasons
related to new technical standards, new equipment or strategic reasons, Sprint
PCS can require Manager to build-out the New Coverage concurrently with Sprint
PCS' build-out, in which case Sprint PCS will reimburse Manager for its costs
and expenses if Sprint PCS discontinues its related build-out.

     If Sprint PCS requires build-out of New Coverage that will:

               (a) cause the Manager to spend an additional amount greater than
     5% of Manager's shareholder's equity or capital account plus Manager's
     long-term debt (i.e., notes that mature more than one year from the date
     issued), as reflected on Manager's books; or

               (b) cause the long-term operating expenses of Manager on a per
     unit basis using a 10-year time frame to increase by more than 10% on a net
     present value basis,

then Manager may give Sprint PCS a written notice requesting Sprint PCS to
reconsider the required New Coverage.

     The Sprint PCS Vice President or the designee of the Sprint PCS Chief
Officer in charge of the group that manages the Sprint PCS relationship with
Manager will review Manager's request and render a decision regarding the New
Coverage. If after the review and decision by the Vice President or designee,
Manager is still dissatisfied, then Manager may ask that the Chief Officer to
whom the Vice President or designee reports review the matter. If Sprint PCS
still requires Manager to complete the New Coverage following the Chief
Officer's review, then if Manager and Sprint PCS fail to agree to an amended
Build-out Plan within 15 days after completion of the reconsideration process
described above in this paragraph or the end of the 90-day period described in
the second paragraph of this Section 2.5, whichever occurs first, then an Event
of Termination will be deemed to have occurred under Section 11.3.3, Manager
will not have a right to cure such breach, and Sprint PCS may exercise its
rights and remedies under Section 11.2.2.1.


                                    Page 20
<PAGE>

     2.6 Purchase of Assets by Manager. If Sprint PCS has assets located in the
Service Area that Manager could reasonably use in its construction of the
Service Area Network and if Sprint PCS is willing to sell such assets, then
Manager agrees to purchase from Sprint PCS and Sprint PCS agrees to sell to
Manager the assets in accordance with the terms and conditions of the asset
purchase agreement attached as Exhibit 2.6.

     2.7 Microwave Relocation. Sprint PCS will relocate interfering microwave
sources in the spectrum in the Service Area to the extent necessary to permit
the Service Area Network to carry the anticipated call volume as set out in the
Build-out Plan. If the spectrum cleared is not sufficient to carry the actual
call volume then Sprint PCS will clear additional spectrum of its choosing to
accommodate the call volume. Sprint PCS may choose to clear spectrum one carrier
at a time. The parties will share equally all costs associated with clearing
spectrum under this Section 2.7.

     2.8 Determination of pops. If any provision in this agreement requires the
determination of pops in a given area, then the pops will be determined using
the census block group pop forecast then used by Sprint PCS, except that a
different forecast will be used for any FCC filing and in preparing the
Build-out Plan if required by the FCC. Sprint PCS presently uses the forecast
of Equifax/NDS, but it may choose in its sole discretion to use another service
that provides comparable data.

                   3. PRODUCTS AND SERVICES; IXC SERVICES

     3.1 Sprint PCS Products and Services. Manager must offer for sale, promote
and support all Sprint PCS Products and Services within the Service Area, unless
the parties otherwise agree in advance in writing. Within the Service Area,
Manager may only sell, promote and support wireless products and services that
are Sprint PCS Products and Services or are other products and services
authorized under Section 3.2. The Sprint PCS Products and Services as of the
date of this agreement are attached as Exhibit 3.1. Sprint PCS may modify the
Sprint PCS Products and Services from time to time in its sole discretion by
delivering to Manager a new Exhibit 3.1. If Sprint PCS begins offering
nationally a Sprint PCS Product or Service that is a Manager's Product or
Service, such Manager's Product or Service will become a Sprint PCS Product or
Service under this agreement.

     3.2 Other Products and Services. Manager may offer wireless products and
services that are not Sprint PCS Products and Services, on the terms Manager
determines, if the offer of the additional products and services:

               (a) does not violate the obligations of Manager under this
     agreement;

               (b) does not cause distribution channel conflict with or consumer
     confusion regarding Sprint PCS' regional and national offerings of Sprint
     PCS Products and Services;

               (c) complies with the Trademark License Agreements; and

               (d) does not materially impede the development of the Sprint PCS
     Network.

     Manager will not offer any products or services under this Section 3.2 that
are confusingly similar to Sprint PCS Products and Services. Manager must
request that Sprint PCS determine whether Sprint PCS considers a product or
service to be confusingly similar to any Sprint PCS Products and Services by
providing advance written notice to Sprint PCS that describes those products and
services that could be interpreted to be confusingly similar to Sprint PCS
Products and Services. If Sprint PCS fails to provide a response to Manager
within 30 days after receiving the notice, then the products and services are
deemed to create confusion with the Sprint PCS Products and Services and the
request therefore rejected. In rejecting any request Sprint PCS must provide the
reasons for the rejection. If the rejection is based on Sprint PCS' failure to
respond within 30 days and Manager requests an explanation for the deemed
rejection, then Sprint PCS must provide within 30 days the reasons for the
rejection.

     3.3 Cross-selling with Sprint. Manager and Sprint and Sprint's Related
Parties may enter into arrangements to sell Sprint's services, including long
distance service (except those long distance services governed by Section 3.4),
Internet access, customer premise equipment, prepaid phone cards, and any other
services that Sprint or its Related Parties make available from time to time.
Sprint's services may be packaged with the Sprint PCS Products and Services.


                                    Page 21
<PAGE>

     If Manager chooses to resell the long distance services, Internet access or
competitive local telephone services including prepaid phone cards, of third
parties (other than Manager's Related Parties), Manager will give Sprint the
right of last offer to provide those services on the same terms and conditions
as the offer to which Manager is prepared to agree, subject to the terms of any
existing agreements Manager was subject to prior to execution of this agreement.

     If Sprint sells Sprint PCS Products and Services in the Service Area,
Manager will provide such Sprint PCS Products and Services to such customers in
accordance with the terms and conditions of the Sprint PCS National or Regional
Distribution Program Requirements.

     3.4 IXC Services. Manager must purchase from Sprint long distance telephony
services for the Sprint PCS Products and Services at wholesale rates. Long
distance telephone calls are those calls between the local calling area for the
Service Area Network and areas outside the local calling area. The local calling
area will be defined by mutual agreement of Sprint PCS and Manager. If the
parties cannot agree on the extent of the local calling area they will resolve
the matter through the dispute resolution process in Section 14. Any arrangement
must have terms at least as favorable to Manager (in all material respects) as
those offered by Sprint to any wholesale customer of Sprint in comparable
circumstances (taking into consideration volume, traffic patterns, etc.). If
Manager is bound by an agreement for these services and the agreement was not
made in anticipation of this agreement, then the requirements of this Section

     3.4 do not apply during the term of the other agreement. If the other
agreement terminates for any reason then the requirements of this Section 3.4
do apply.

     3.5 Resale of Products and Services

          3.5.1 Mandatory Resale of Products and Services. Sprint PCS is subject
to FCC rules that require it to allow its service plans to be resold by a
purchaser of the service plan. Sprint PCS will not grant the purchaser of a
service plan the right to use any of the support services offered by Sprint PCS,
including customer care, billing, collection, and advertising, nor the right to
use the Brands. The reseller only has the right to use the service purchased.
Consequently, Manager agrees not to interfere with any purchaser of the Sprint
PCS Products or Services who resells the service plans in accordance with this
agreement and applicable law. Manager will notify purchaser that the purchaser
does not have a right to use the Brands or Sprint PCS' support services. In
addition, Manager will notify Sprint PCS if it reasonably believes a reseller of
retail service plans is using the support services or Brands.

          3.5.2 Voluntary Resale of Products and Services. Sprint PCS may choose
to offer a resale product under which resellers will resell Sprint PCS Products
and Services under brand names other than the Brands, except Sprint PCS may
permit the resellers to use the Brands for limited purposes related to the
resale of Sprint PCS Products and Services (e.g., to notify people that the
handsets of the resellers will operate on the Sprint PCS Network). The resellers
may also provide their own support services (e.g., customer care and billing) or
may purchase the support services from Sprint PCS.

     If Sprint PCS chooses to offer a voluntary resale product, it will adopt a
program that will be a Program Requirement under this agreement and that
addresses the manner in which Manager and Other Managers interact with the
resellers. Manager must agree to comply with the terms of the program, including
its pricing provisions, if Manager wants handsets of subscribers of resellers
with NPA-NXXs of Manager to be activated. Usage of telecommunications services
while in the Service Area by subscribers of resellers with NPA-NXXs from outside
the Service Area will be subject to the pricing provisions of the Sprint PCS
Roaming and Inter Service Area Program for roaming and inter service area
pricing between Manager and Sprint PCS unless Manager agrees in writing to
different pricing.

     Except as required under the regulations and rules concerning mandatory
resale, Manager may not sell Sprint PCS Products and Services for resale unless
Sprint PCS consents to such sales in advance in writing.

     3.6 Non-competition. Neither Manager nor any of its Related Parties may
offer Sprint PCS Products and Services outside of the Service Area without the
prior written approval of Sprint PCS.


                                    Page 22
<PAGE>


     Within the Service Area, Manager and Manager's Related Parties may offer,
market or promote telecommunications products or services only under the
following brands:

          (a) products or services with the Brands;

          (b) other products and services approved under Section 3.2;

          (c) products or services with Manager's brand; or

          (d) products or services with the brands of Manager's Related Parties,

except no brand of a significant competitor of Sprint PCS or its Related Parties
in the telecommunications business may be used by Manager or Manager's Related
Parties on these products and services.

     If Manager or any of its Related Parties has licenses to provide broadband
personal communication services outside the Service Area, neither Manager nor
such Related Party may utilize the spectrum to offer Sprint PCS Products and
Services without prior written consent from Sprint PCS. Additionally, when
Manager's customers from inside the Service Area travel or roam to other
geographic areas, Manager will route the customers' calls, both incoming and
outgoing, according to the Sprint PCS Network Roaming and Inter Service Area
Program Requirements, without regard to any wireless networks operated by
Manager or its Related Parties. For example, Manager will program the preferred
roaming list for handsets sold in the Service Area to match the Sprint PCS
preferred roaming list.

     3.7 Right of Last Offer. Manager will offer to Sprint the right to make to
Manager the last offer to provide backhaul and transport services for call
transport for the Service Area Network, if Manager decides to use third parties
for backhaul and transport services rather than self-provisioning the services
or purchasing the services from Related Parties of Manager. Sprint will have a
reasonable time to respond to Manager's request for last offer to provide
backhaul and transport pricing and services, which will be no greater than 5
Business Days after receipt of the request for the services and pricing from
Manager.

     If Manager has an agreement in effect as of the date of this agreement for
these services and the agreement was not made in anticipation of this agreement,
then the requirements of this Section 3.7 do not apply during the term of the
other agreement. If the other agreement terminates for any reason then the
requirements of this Section 3.7 do apply.

                     4. MARKETING AND SALES ACTIVITIES

     4.1 Sprint PCS National or Regional Distribution Program Requirements.
During the term of this agreement, Manager must participate in any Sprint PCS
National or Regional Distribution Program (as in effect from time to time), and
will pay or receive compensation for its participation in accordance with the
terms and conditions of that program. The Sprint PCS National or Regional
Distribution Program Requirements in effect as of the date of this agreement are
attached as Exhibit 4.1.

          4.1.1 Territorial Limitations on Manager's Distribution Activities.
Neither Manager nor any of its Related Parties will market, sell or distribute
Sprint PCS Products and Services outside of the Service Area, except:

          (a) as otherwise agreed upon by the parties in advance in
     writing; or

          (b) Manager may place advertising in media that has distribution
     outside of the Service Area, so long as that advertising is intended by
     Manager to reach primarily potential customers within the Service Area.

          4.1.2 Settlement of Equipment Sales. Sprint PCS will establish a
settlement policy and process that will be included in the Sprint PCS National
or Regional Distribution Program Requirements to:

          (a) reconcile sales of subscriber equipment made in the service areas
     of Sprint PCS or Other Managers of Sprint PCS, that result in activations
     in the Service Area; and

          (b) reconcile sales of subscriber equipment made in the Service Area
     that result in activations in service areas of Sprint PCS or Other
     Managers.


                                    Page 23
<PAGE>


     In general, the policy will provide that the party in whose service area
the subscriber equipment is activated will be responsible for the payment of any
subsidy (i.e., the difference between the price paid to the manufacturer and the
suggested retail price for direct channels or the difference between the price
paid to the manufacturer and the wholesale price for third party retailers) and
for other costs associated with the sale, including logistics, inventory
carrying costs, direct channel commissions and other retailer compensation.

          4.1.3 Use of Third-Party Distributors.

          (a) Manager may request that Sprint PCS and a local distributor enter
into Sprint PCS' standard distribution agreement regarding the purchase from
Sprint PCS of handsets and accessories. Sprint PCS will use commercially
reasonable efforts to reach agreement with the local distributor. Sprint PCS may
refuse to enter into a distribution agreement with a distributor for any
reasonable reason, including that the distributor fails to pass Sprint PCS' then
current credit and background checks or the distributor fails to agree to the
standard terms of the Sprint PCS distribution agreement. Any local distributor
will be subject to the terms of the Trademark License Agreements or their
equivalent. Manager will report to Sprint PCS the activities of any local
distributor that Manager believes to be in violation of the distribution
agreement.

          (b) Manager may establish direct local distribution programs in
accordance with the Sprint PCS National or Regional Distribution Program
Requirements, subject to the terms and conditions of the Trademark License
Agreements and the non-competition and other provisions contained in this
agreement. If Manager sells Sprint PCS handsets and accessories directly to a
local distributor:

          (i) Sprint PCS has the right to approve or disapprove a
     particular distributor,

          (ii) Manager is responsible for such distributor's compliance with the
     terms of the Trademark License Agreements and the other provisions
     contained in this agreement, and

          (iii) Manager must retain the right to terminate the distribution
     rights of the local distributor when so instructed by Sprint PCS (even if
     Sprint PCS initially approved or did not exercise its right to review the
     distributor).

     4.2 Sprint PCS National Accounts Program Requirements. During the term of
this agreement, Manager must participate in the Sprint PCS National Accounts
Program (as in effect from time to time), and will be entitled to compensation
for its participation and will be required to pay the expenses of the program in
accordance with the terms and conditions of that program. The Sprint PCS
National Accounts Program Requirements in effect as of the date of this
agreement are attached as Exhibit 4.2.

     4.3 Sprint PCS Roaming and Inter Service Area Program Requirements. Manager
will participate in the Sprint PCS Roaming and Inter Service Area Program
established and implemented by Sprint PCS, including roaming price plans and
inter-carrier settlements. The Sprint PCS Roaming and Inter Service Area Program
Requirements in effect as of the date of this agreement are attached as Exhibit
4.3.

     As part of the Sprint PCS Roaming and Inter Service Area Program
Requirements, Sprint PCS will establish a settlement policy and process to
equitably distribute between the members making up the Sprint PCS Network (i.e.,
Sprint PCS, Manager and all Other Managers) the revenues received by one member
for services used by its customers when they travel into other members' service
areas.

     4.4 Pricing. Manager will offer and support all Sprint PCS pricing plans
designated for regional or national offerings of Sprint PCS Products and
Services (e.g., national inter service area rates, regional home rates, and
local price points). The Sprint PCS pricing plans as of the date of this
agreement are attached as Exhibit 4.4. Sprint PCS may modify the Sprint PCS
pricing plans from time to time in its sole discretion by delivering to Manager
a new Exhibit 4.4.


                                    Page 24
<PAGE>


     Additionally, with prior approval from Sprint PCS, which approval will not
be unreasonably withheld, Manager may establish price plans for Sprint PCS
Products and Services that are only offered in its local market, subject to:

          (a) the non-competition and other provisions contained in this
     agreement;

          (b) consistency with regional and national pricing plans;

          (c) regulatory requirements; and

          (d) capability and cost of implementing rate plans in Sprint PCS
     systems (if used).

     Manager must provide advance written notice to Sprint PCS with details of
any pricing proposal for Sprint PCS Products or Services in the Service Area. If
Sprint PCS fails to respond to Manager within 10 Business Days after receiving
such notice, then the price proposed for those Sprint PCS Products or Services
is deemed approved.

     At the time Sprint PCS approves a pricing proposal submitted by Manager,
Sprint PCS will provide Manager an estimate of the costs and expenses and
applicable time frames required for Sprint PCS to implement the proposed pricing
plan. Manager agrees to promptly reimburse Sprint PCS for any cost or expense
incurred by Sprint PCS to implement such a pricing plan, which will not exceed
the amount estimated by Sprint PCS if Manager waited for Sprint PCS' response to
Manager's proposal.

     4.5 Home Service Area. Sprint PCS and Manager will agree to the initial
home service area for each base station in the Service Area Network prior to the
date the Service Area Network goes into commercial operation. If the parties
cannot agree to the home service area for each base station in the Service Area
Network, then the parties will use the dispute resolution process in Section 14
of this agreement to assign each base station to a home service area.

                              5. USE OF BRANDS

     5.1 Use of Brands.

          (a) Manager must enter into the Trademark License Agreements on or
before the date of this agreement.

          (b) Manager must use the Brands exclusively in the marketing,
promotion, advertisement, distribution, lease or sale of any Sprint PCS Products
and Services within the Service Area, except Manager may use other brands to the
extent permitted by the Trademark License Agreements and not inconsistent with
the terms of this agreement.

          (c) Neither Manager nor any of its Related Parties may market,
promote, advertise, distribute, lease or sell any of the Sprint PCS Products and
Services or Manager's Products and Services on a non-branded, "private label"
basis or under any brand, trademark, trade name or trade dress other than the
Brands, except (i) for sales to resellers required under this agreement, or (ii)
as permitted under the Trademark License Agreements.

          (d) The provisions of this Section 5.1 do not prohibit Manager from
including Sprint PCS Products and Services under the Brands within the Service
Area as part of a package with its other products and services that bear a
different brand or trademark. The provisions of this Section 5.1 do not apply to
the extent that they are inconsistent with applicable law or in conflict with
the Trademark License Agreements.

         5.2 Conformance to Marketing Communications Guidelines. Manager must
conform to the Marketing Communications Guidelines in connection with the
marketing, promotion, advertisement, distribution, lease and sale of any of the
Sprint PCS Products and Services. The Marketing Communications Guidelines in
effect as of the date of this agreement are attached as Exhibit 5.2. Sprint and
Sprint Spectrum may amend the Marketing Communications Guidelines from time to
time in accordance with the terms of the Trademark License Agreements.


                                    Page 25
<PAGE>


     5.3 Joint Marketing With Third Parties.

          (a) Manager may engage in various joint marketing activities (e.g.,
promotions with sports teams and entertainment providers or tournament
sponsorships) with third parties in the Service Area from time to time during
the term of this agreement with respect to the Sprint PCS Products and Services,
except that Manager may engage in the joint marketing activities only if the
joint marketing activities:

          (i) are conducted in accordance with the terms and conditions of the
     Trademark License Agreements and the Marketing Communications
     Guidelines;

          (ii) do not violate the terms of this agreement;

          (iii) are not likely (as determined by Sprint PCS, in its sole
     discretion) to cause confusion between the Brands and any other trademark
     or service mark used in connection with the activities;

          (iv) are not likely (as determined by Sprint, in its sole discretion)
     to cause confusion between the Sprint Brands and any other trademark or
     service mark used in connection with the activities; and

          (v) are not likely (as determined by Sprint PCS, in its sole
     discretion) to give rise to the perception that the Sprint PCS Products and
     Services are being advertised, marketed or promoted under any trademark or
     service mark other than the Brands, except as provided in the Trademark
     License Agreements. Manager will not engage in any activity that includes
     co-branding involving use of the Brands (that is, the marketing, promotion,
     advertisement, distribution, lease or sale of any of the Sprint PCS
     Products and Services under the Brands and any other trademark or service
     mark), except as provided in the Trademark License Agreements.

          (b) Manager must provide advance written notice to Sprint PCS
describing any joint marketing activities that may:

          (i) cause confusion between the Brands and any other trademark or
     service mark used in connection with the proposed activities; or

          (ii) give rise to the perception that the Sprint PCS Products and
     Services are being advertised, marketed or promoted under any trademark or
     service mark other than the Brands, except as provided in the Trademark
     License Agreements.

     (c) If Sprint PCS fails to provide a response to Manager within 20 days
after receiving such notice, then the proposed activities are deemed, as the
case may be:

          (i) not to create confusion between the Brands and any other
     trademark or service mark; or

          (ii) not to give rise to the perception that Manager's products and
     services are being advertised, marketed or promoted under any trademark or
     service mark other than the Brands, except as provided in the Trademark
     License Agreements.

     5.4 Prior Approval of Use of Brands. Manager must obtain advance written
approval from Sprint for use of the Sprint Brands to the extent required by the
Sprint Trademark and Service Mark License Agreement and from Sprint PCS for use
of the Sprint PCS Brands to the extent required by the Sprint Spectrum Trademark
and Service Mark License Agreement. Sprint PCS will use commercially reasonable
efforts to facilitate any review of Manager's use of the Brands, if Sprint PCS
is included in the review process.

     5.5 Duration of Use of Brand. Manager is entitled to use the Brands only
during the term of the Trademark License Agreements and any transition period
during which Manager is authorized to use the Brands following the termination
of the Trademark License Agreements.


                                    Page 26
<PAGE>


                        6. ADVERTISING AND PROMOTION

     6.1 National Advertising and Promotion. Sprint PCS is responsible for (a)
all national advertising and promotion of the Sprint PCS Products and Services,
including the costs and expenses related to national advertising and promotions,
and (b) all advertising and promotion of the Sprint PCS Products and Services in
the markets where Sprint PCS operates without the use of an Other Manager.

     6.2 In-Territory Advertising and Promotion. Manager must advertise and
promote the Sprint PCS Products and Services in the Service Area (and may do so
in the areas adjacent to the Service Area so long as Manager intends that such
advertising or promotion primarily reach potential customers within the Service
Area). Manager must advertise and promote the Sprint PCS Products and Services
in accordance with the terms and conditions of this agreement, the Trademark
License Agreements and the Marketing Communication Guidelines. Manager is
responsible for the costs and expenses incurred by Manager with respect to
Manager's advertising and promotion activities in the Service Area.

     Manager will be responsible for a portion of the cost of any promotion or
advertising done by third party retailers in the Service Area (e.g., Best Buy)
in accordance with any cooperative advertising arrangements based on per unit
handset sales.

     Sprint PCS has the right to use in any promotion or advertising done by
Sprint PCS any promotion or advertising materials developed by Manager from time
to time with respect to the Sprint PCS Products and Services. Sprint PCS will
reimburse Manager for the reproduction costs related to such use.

     Sprint PCS will make available to Manager the promotion or advertising
materials developed by Sprint PCS from time to time with respect to Sprint PCS
Products and Services in current use by Sprint PCS (e.g., radio ads, television
ads, design of print ads, design of point of sale materials, retail store
concepts and designs, design of collateral). Manager will bear the cost of using
such materials (e.g., cost of local radio and television ad placements, cost of
printing collateral in quantity, and building out and finishing retail stores).

     6.3 Review of Advertising and Promotion Campaigns. Sprint PCS and Manager
will jointly review the upcoming marketing and promotion campaigns of Manager
with respect to Sprint PCS Products and Services (including advertising and
promotion expense budgets) and will use good faith efforts to coordinate
Manager's campaign with Sprint PCS' campaign to maximize the market results of
both parties. Sprint PCS and Manager may engage in cooperative advertising or
promotional activities during the term of this agreement as the parties may
agree in writing.

     6.4 Public Relations. If Manager conducts local public relations efforts,
then Manager must conduct the local public relations efforts consistent with the
Sprint PCS Communications Policies. The Sprint PCS Communications Policies as of
the date of this agreement are attached as Exhibit 6.4. Sprint PCS may modify
the Sprint PCS Communications Policies from time to time by delivering to
Manager a new Exhibit 6.4.

                7. SPRINT PCS TECHNICAL PROGRAM REQUIREMENTS

     7.1 Conformance to Sprint PCS Technical Program Requirements.

          (a) Manager must meet or exceed the Sprint PCS Technical Program
Requirements established by Sprint PCS from time to time for the Sprint PCS
Network. Manager will be deemed to meet the Sprint PCS Technical Program
Requirements if:

          (i) Manager operates the Service Area Network at a level equal to or
     better than the lower of the Operational Level of Sprint PCS or the
     operational level contemplated by the Sprint PCS Technical Program
     Requirements; or

          (ii) Sprint PCS is responsible under the Services Agreement to ensure
     the Service Area Network complies with the Sprint PCS Technical Program
     Requirements.

          (b) Manager must demonstrate to Sprint PCS that Manager has complied
with the Sprint PCS Technical Program Requirements prior to connecting the
Service Area Network to the rest of the Sprint PCS Network. Once the Service
Area Network is connected to the Sprint PCS Network, Manager must continue to
comply with the Sprint PCS Technical Program Requirements. Sprint PCS agrees
that the Sprint PCS Technical Program Requirements adopted for Manager will be
the same Sprint PCS Technical Program Requirements applied by Sprint PCS to the
Sprint PCS Network.


                                    Page 27
<PAGE>


     7.2 Establishment of Sprint PCS Technical Program Requirements. Sprint PCS
has delivered to Manager a copy of the current Sprint PCS Technical Program
Requirements, attached as Exhibit 7.2. Sprint PCS drafted the Sprint PCS
Technical Program Requirements to ensure a minimum, base-line level of quality
for the Sprint PCS Network. The Sprint PCS Technical Program Requirements
include standards relating to voice quality, interoperability, consistency
(seamlessness) of coverage, RF design parameters, system design, capacity, and
call blocking ratio. Sprint PCS has selected code division multiple access as
the initial air interface technology for the Sprint PCS Network (subject to
change in accordance with Section 9.1).

     7.3 Handoff to Adjacent Networks. If technically feasible and commercially
reasonable, Manager will operate the Service Area Network in a manner that
permits a seamless handoff of a call initiated on the Service Area Network to
any adjacent PCS network that is part of the Sprint PCS Network, as specified in
the Sprint PCS Technical Program Requirements. Sprint PCS agrees that the terms
and conditions for seamless handoffs adopted for the Service Area Network will
be the same as the terms Sprint PCS applies to the other parts of the Sprint PCS
Network for similar configurations of equipment.

            8. SPRINT PCS CUSTOMER SERVICE PROGRAM REQUIREMENTS

          8.1 Compliance With Sprint PCS Customer Service Program Requirements.
Manager must comply with the Sprint PCS Customer Service Program Requirements in
providing the Sprint PCS Products and Services to any customer of Manager,
Sprint PCS or any Sprint PCS Related Party.
Manager will be deemed to meet the standards if:

               (a) Manager operates the Service Area Network at a level equal to
     or better than the lower of the Operational Level of Sprint PCS or the
     operational level contemplated by the Program Requirements; or

               (b) Manager has delegated to Sprint PCS under the Services
     Agreement responsibility to ensure the Service Area Network complies with
     the Sprint PCS Customer Service Standards.

     Sprint PCS has delivered to Manager a copy of the Sprint PCS Customer
Service Standards, which are attached as Exhibit 8.1.


                     9. SPRINT PCS PROGRAM REQUIREMENTS

     9.1 Program Requirements Generally. This agreement contains numerous
references to Sprint PCS National and Regional Distribution Program
Requirements, Sprint PCS National Accounts Program Requirements, Sprint PCS
Roaming and Inter Service Area Program Requirements, Sprint PCS Technical
Program Requirements and Sprint PCS Customer Service Program Requirements. This
agreement also provides under Section 3.5.2 for the offering by Sprint PCS of a
voluntary resale product through a program, which program, if adopted, will be a
Program Requirement under this agreement. Sprint PCS may unilaterally amend from
time to time in the manner described in Section 9.2 all Program Requirements
mentioned in this agreement. The most current version of the Program
Requirements mentioned in the first sentence of this Section 9.1 have been
provided to Manager. Manager has reviewed the Program Requirements and adopts
them for application in the Service Area.

     9.2 Amendments to Program Requirements. Sprint PCS may amend any of the
Program Requirements, subject to the following conditions:

               (a) The applicable Program Requirements, as amended, will apply
     equally to Manager, Sprint PCS and each Other Manager, except if Manager
     and Sprint PCS agree otherwise or if Sprint PCS grants a waiver to Manager.
     Sprint PCS may grant waivers to Other Managers without affecting Manager's
     obligation to comply with the Program Requirements;

               (b) Each amendment will be reasonably required to fulfill the
     purposes set forth in Section 1.2 with respect to uniform and consistent
     operations of the Sprint PCS Network and the presentation of Sprint PCS
     Products and Services to customers in a uniform and consistent manner;


                                    Page 28
<PAGE>


               (c) Each amendment will otherwise be on terms and conditions that
     are commercially reasonable with respect to the construction, operation and
     management of the Sprint PCS Network. With respect to any amendment to the
     Program Requirements, Sprint PCS will provide for reasonable transition
     periods and, where appropriate, may provide for grandfathering provisions
     for existing activities by Manager that were permitted under the applicable
     Program Requirements before the amendment;

               (d) Sprint PCS must give Manager reasonable, written notice of
     the amendment, but in any event the notice will be given at least 30 days
     prior to the effective date of the amendment; and

               (e) Manager must implement any changes in the Program
     Requirements within a commercially reasonable period of time unless
     otherwise consented to by Sprint PCS. Sprint PCS will determine what
     constitutes a commercially reasonable period of time taking into
     consideration relevant business factors, including the strategic
     significance of the changes to the Sprint PCS Network, the relationship of
     the changes to the yearly marketing cycle, and the financial demands on and
     capacity generally of Other Managers. Notwithstanding the preceding two
     sentences, Manager will not be required to implement any change in the
     Service Area Network or the business of Manager required by an amendment to
     a Program Requirement until Sprint PCS has implemented the required changes
     in substantially all of that portion of the Sprint PCS Network that Sprint
     PCS operates without the use of a manager or affiliate, unless the
     amendment to the Program Requirement relates to an obligation regarding the
     Service Area Network mandated by law. When necessary for reasons related to
     new technical standards, new equipment or strategic reasons, Sprint PCS can
     require Manager to implement the changes in the Service Area Network or
     Manager's business concurrently with Sprint PCS, in which case Sprint PCS
     will reimburse Manager for its costs and expenses if Sprint PCS
     discontinues the Program Requirement changes prior to implementation.

     Sprint PCS may grant Manager appropriate waivers and variances from the
requirements of any Program Requirements. Sprint PCS has the right to adopt any
Program Requirements that implement any obligation regarding the Service Area
Network mandated by law.

     Any costs and expenses incurred by Manager in connection with conforming to
any change to the Program Requirements during the term of this agreement are the
responsibility of Manager.

     9.3 Manager's Right to Request Review of Changes. If Sprint PCS announces a
change to a Program Requirement that will:

               (a) cause the Manager to spend an additional amount greater than
     5% of Manager's shareholder's equity or capital account plus Manager's
     long-term debt (i.e., notes that mature more than one year from the date
     issued), as reflected on Manager's books; or

               (b) cause the long term operating expenses of Manager on a per
     unit basis using a 10-year time frame to increase by more than 10% on a net
     present value basis,

then Manager may give Sprint PCS a written notice requesting Sprint PCS to
reconsider the change.

     The Sprint PCS Vice President or the designee of the Sprint PCS Chief
Officer in charge of the group that manages the Sprint PCS relationship with
Manager will review Manager's request and render a decision regarding the
change. If after the review and decision by the Vice President or designee,
Manager is still dissatisfied, then Manager may ask that the Chief Officer to
whom the Vice President or designee reports review the matter. If Sprint PCS
still requires Manager to implement the change to the Program Requirement
following the Chief Officer's review, then upon Manager's failure to implement
the change an Event of Termination will be deemed to have occurred under Section
11.3.3, Manager will not have a right to cure such breach, and Sprint PCS may
exercise its rights and remedies under Section 11.6.

     9.4 Sprint PCS' Right to Implement Changes. If Manager requests Sprint PCS
to reconsider a change to a Program Requirement as permitted under Section 9.3
and Sprint PCS decides it will not require Manager to make the change, Sprint
PCS may, but is not required to, implement the change at Sprint PCS' expense, in
which event Manager will be required to operate the Service Area Network, as
changed, but Sprint PCS will be entitled to any revenue derived from the change.

     9.5 Rights of Inspection. Sprint PCS and its authorized agents and
representatives may enter upon the premises of any office or facility operated
by or for Manager at any time, with reasonable advance notice to Manager if
possible, to inspect, monitor and test in a reasonable manner the Service Area
Network, including the facilities, equipment, books and records of Manager, to
ensure that Manager has complied or is in compliance with all covenants and
obligations of Manager under this agreement, including Manager's obligation to
conform to the Program Requirements. The inspection, monitoring and testing may
not disrupt the operations of the office or facility, nor impede Manager's
access to the Service Area Network.


                                    Page 29
<PAGE>


     9.6 Manager's Responsibility to Interface with Sprint PCS. Manager will use
platforms fully capable of interfacing with the Sprint PCS platforms in
operating the Service Area Network and in providing Sprint PCS Products and
Services. Manager will pay the expense of making its platforms fully capable of
interfacing with Sprint PCS, including paying for the following:

               (i) connectivity;

               (ii) any changes that Manager requests Sprint PCS to make to
     Sprint PCS systems to interconnect with Manager's systems that Sprint PCS,
     in its sole discretion, agrees to make;

               (iii) equipment to run Manager's software;

               (iv) license fees for Manager's software; and

               (v) Manager's upgrades or changes to its platforms.


                                  10. FEES

     10.1 Fees and Payments.

          10.1.1 Fee Based on Collected Revenues. Sprint PCS will pay to Manager
a weekly fee equal to 92% of Collected Revenues for the week for all obligations
of Manager under this Agreement. The fee will be due on Thursday of the week
following the week for which the fee is calculated.

          10.1.2 Payment of Universal Service Funds. Sprint PCS and Manager will
share any federal and state subsidy funds (e.g., payments by a state of
universal service fund subsidies to Sprint PCS or Manager), if any, received by
Sprint PCS or Manager for customers who reside in the portion of the Service
Area served by the Service Area Network. Manager is entitled to 92% of any
amount received by either party and Sprint PCS is entitled to 8% of such
amounts.

          10.1.3 Inter Service Area Fees. Sprint PCS will pay to Manager monthly
a fee as set out in the Sprint PCS Roaming and Inter Service Area Program, for
each minute of use that a customer of Sprint PCS or one of the Other Managers
whose NPA-NXX is not assigned to the Service Area Network uses the Service Area
Network. Manager will pay to Sprint PCS a fee, as set out in the Sprint PCS
Roaming and Inter Service Area Program, for each minute of use that a customer
whose NPA-NXX is assigned to the Service Area Network uses a portion of the
Sprint PCS Network other than the Service Area Network. Manager acknowledges
that the manner in which the NPA-NXX is utilized could change, which will
require a modification in the manner in which the inter service area fees, if
any, will be calculated.

          10.1.4 Interconnect Fees. Manager will pay to Sprint PCS (or to other
carriers as appropriate) monthly the interconnect fees, if any, as provided
under Section 1.4.

          10.1.5 Outbound Roaming Fees. If not otherwise provided under any
Program Requirement:

               (a) Sprint PCS will pay to Manager monthly the amount of Outbound
     Roaming fees that Sprint PCS collects for the month from end users whose
     NPA-NXX is assigned to the Service Area; and

               (b) Manager will pay to Sprint PCS (or to a clearinghouse or
     other carrier as appropriate) the direct cost of providing the capability
     for the Outbound Roaming, including any amounts payable to the carrier that
     handled the roaming call and the clearinghouse operator.

          10.1.6 Reimbursements. Manager will pay to or reimburse Sprint PCS for
any amounts that Sprint PCS is required to pay to a third party (e.g., a
telecommunications carrier) to the extent Sprint PCS already paid such amount to
Manager under this Section 10.

         10.2 Monthly True Up. Manager will report to Sprint PCS monthly the
amount of Collected Revenues received directly by the Manager (e.g., customer
mails payment to the business address of Manager rather than to the lockbox or a
customer pays a direct sales force representative in cash). Sprint PCS will on a
monthly basis true up the fees and payments due under Section 10.1 against the
actual payments made by Sprint PCS to Manager. Sprint PCS will provide to
Manager a true up report each month showing the true up and the net amount due
from one party to the other, if any. If the weekly payments made to Manager
exceed the actual fees and payments due to Manager, then Manager will remit the
amount of the overpayment to Sprint PCS within 5 Business Days after receiving
the true up report from Sprint PCS. If the weekly payments made to Manager are
less than the actual fees and payments due to Manager, then Sprint PCS will
remit the shortfall to Manager within 5 Business Days after sending the true up
report to Manager.


                                    Page 30
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     If a party disputes any amount on the true up report, the disputing party
must give the other party written notice of the disputed amount and the reason
for the dispute within 90 days after it receives the true up report. The dispute
will be resolved through the dispute resolution process in Section 14. The
parties must continue to pay to the other party any undisputed amounts owed
under this agreement during the dispute resolution process. The dispute of an
item does not stay or diminish a party's other rights and remedies under this
agreement.

     10.3 Taxes. Manager will pay or reimburse Sprint PCS for any sales, use,
gross receipts or similar tax, administrative fee, telecommunications fee or
surcharge for taxes or fees levied by a governmental authority on the fees and
charges payable by Sprint PCS to Manager.

     Manager will report all taxable property to the appropriate taxing
authority for ad valorem tax purposes. Manager will pay as and when due all
taxes, assessments, liens, encumbrances, levies, and other charges against the
real estate and personal property owned by Manager or used by Manager in
fulfilling its obligations under this agreement.

     Manager is responsible for paying all sales, use, or similar taxes on the
purchase and use of its equipment, advertising, and other goods or services in
connection with this agreement.

     10.4 Collected Revenues Definition. "Collected Revenues" means actual
payments received by or on behalf of Sprint PCS or Manager for Sprint PCS
Products and Services from others, including the customers, whose NPA-NXX is the
same as that for the portion of the Service Area served by the Service Area
Network. In determining Collected Revenues the following principles will apply.

          (a) The following items will be treated as follows:

                    (i) Collected Revenues do not include revenues from federal
          and state subsidy funds; they are handled separately as noted in
          Section 10.1.2;

                    (ii) Collected Revenues do include any amounts received for
          the payment of Inbound Roaming charges and interconnect fees when
          calls are carried on the Service Area Network; and

                    (iii) Collected Revenues do not include any amounts received
          with respect to any changes made by Sprint PCS under Section 9.4.

          (b) The following items are not Collected Revenues; Sprint PCS is
obligated to remit the amounts received with respect to such items, if any, to
Manager, as follows:

                    (i) inter service area payments will be paid as provided
          under Section 10.1.3;

                    (ii) Outbound Roaming and related charges will be paid as
          provided under Section 10.1.5;

                    (iii) proceeds from the sale or lease of subscriber
          equipment and accessories will be paid to Manager, subject to the
          equipment settlement process in Section 4.1.2;

                    (iv) proceeds from sales not in the ordinary course of
          business (e.g., sales of switches, cell sites, computers, vehicles or
          other fixed assets);

                    (v) any amounts collected with respect to sales and use
          taxes, gross receipts taxes, transfer taxes, and similar taxes,
          administrative fees, telecommunications fees, and surcharges for taxes
          and fees that are collected by a carrier for the benefit of a
          governmental authority, subject to Manager's obligation under Section
          10.3; and

                    (vi) Manager will be entitled to 100% of all revenues
          received by Sprint PCS with respect to sales of Manager's Products and
          Services.

          (c) The following items are not Collected Revenues; neither party is
obligated to remit any amounts respecting such items:

                    (i) reasonable adjustments of a customer's account (e.g., if
          Sprint PCS or Manager reduces a customer's bill, then the amount of
          the adjustment is not Collected Revenues); and

                    (ii) amount of bad debt and fraud associated with customers
          whose NPA-NXX is assigned to the Service Area (e.g., if Sprint PCS or
          Manager writes off a customer's bill as a bad debt, there are no
          Collected Revenues on which a fee is due to Manager).


                                    Page 31
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     10.5 Late Payments. Any amount due under this Section 10 that is not paid
by one party to the other party in accordance with the terms of this agreement
will bear interest at the Default Rate beginning (and including) the 3rd day
after the due date until (and including) the date paid.

     10.6 Setoff Right If Failure To Pay Amounts Due. If Manager fails to pay
any undisputed amount due Sprint PCS or a Related Party of Sprint PCS under this
agreement, the Services Agreement, or any other agreement with Sprint PCS or a
Related Party of Sprint PCS, then Sprint PCS may setoff against its payments to
Manager under this Section 10, the following amounts:

          (a) any amount that Manager owes to Sprint PCS or a Related Party of
     Sprint PCS, including amounts due under the Services Agreement; and

          (b) any amount that Sprint PCS reasonably estimates will be due to
     Sprint PCS for the current month under the Services Agreement (e.g., if
     under the Services Agreement customer care calls are billed monthly, Sprint
     PCS can deduct from the weekly payment to Manager an amount Sprint PCS
     reasonably estimates will be due Sprint PCS on account of such customer
     care calls under the Services Agreement).

     On a monthly basis Sprint PCS will true up the estimated amounts deducted
against the actual amounts due Sprint PCS and Sprint PCS' Related Parties. If
the estimated amounts deducted by Sprint PCS exceed the actual amounts due to
Sprint PCS and Sprint PCS' Related Parties, then Sprint PCS will remit the
excess to Manager with the next weekly payment. If the estimated amounts
deducted are less than the actual amounts due to Sprint PCS and its Related
Parties, then Sprint PCS may continue to setoff the payments to Manager against
the amounts due to Sprint PCS and Sprint PCS' Related Parties. This right of
setoff is in addition to any other right that Sprint PCS may have under this
agreement.

                11. TERM; TERMINATION; EFFECT OF TERMINATION

     11.1 Initial Term. This agreement commences on the date of execution and,
unless terminated earlier in accordance with the provisions of this Section 11,
continues for a period of 20 years (the "Initial Term").

     11.2 Renewal Terms. Following expiration of the Initial Term, this
agreement will automatically renew for 3 successive 10-year renewal periods (for
a maximum of 50 years including the Initial Term), unless at least 2 years prior
to the commencement of any renewal period either party notifies the other party
in writing that it does not wish to renew this agreement.

          11.2.1 Non-renewal Rights of Manager. If this agreement will terminate
because Sprint PCS gives Manager timely written notice of non-renewal of this
agreement, then Manager may exercise its rights under Section 11.2.1.1 or, if
applicable, its rights under Section 11.2.1.2.

               11.2.1.1 Manager's Put Right. Manager may within 30 days after
     the date Sprint PCS gives notice of non-renewal put to Sprint PCS all of
     the Operating Assets. Sprint PCS will pay to Manager for the Operating
     Assets an amount equal to 80% of the Entire Business Value. The closing of
     the purchase of the Operating Assets will occur within 20 days after the
     later of (a) the receipt by Sprint PCS of the written notice of
     determination of the Entire Business Value provided by the appraisers under
     Section 11.7 or (b) the receipt of all materials required to be delivered
     to Sprint PCS under Section 11.8. Upon closing the purchase of the
     Operating Assets this agreement will be deemed terminated. The exercise of
     the put, the determination of the Operating Assets, the representations and
     warranties made by Manager with respect to the Operating Assets and the
     business, and the process for closing the purchase will be subject to the
     terms and conditions set forth in Section 11.8.

               11.2.1.2 Manager's Purchase Right.

                    (a) If Sprint PCS owns 20 MHz or more of PCS spectrum in the
          Service Area under the License on the date this agreement is executed,
          then Manager may within 30 days after the date Sprint PCS gives notice
          of non-renewal declare its intent to purchase the Disaggregated
          License. Subject to receipt of FCC approval of the necessary
          disaggregation and partition, Manager may purchase from Sprint PCS the
          Disaggregated License for an amount equal to the greater of (1) the
          original cost of the License to Sprint PCS (pro rated on a pops and
          spectrum basis) plus the microwave relocation costs paid by Sprint PCS
          or (2) 10% of the Entire Business Value.

                    (b) Upon closing the purchase of the spectrum this agreement
          will be deemed terminated. The closing of the purchase of the
          Disaggregated License will occur within the later of:

                         (1) 20 days after the receipt by Manager of the written
               notice of determination of the Entire Business Value by the
               appraisers under Section 11.7; or


                                    Page 32
<PAGE>

                         (2) 10 days after the approval of the sale of the
               Disaggregated License by the FCC.

                    (c) The exercise of the purchase right, the determination of
          the geographic extent of the Disaggregated License coverage, the
          representations and warranties made by Sprint PCS with respect to the
          Disaggregated License, and the process for closing the purchase will
          be subject to the terms and conditions set forth in Section 11.8.

                    (d) After the closing of the purchase Manager will allow:

                         (1) subscribers of Sprint PCS to roam on Manager's
               network; and

                         (2) Sprint PCS to resell Manager's Products and
               Services.

     Manager will charge Sprint PCS a MFN price in either case.

          11.2.2 Non-renewal Rights of Sprint PCS. If this agreement will
terminate because of any of the following five (5) events, then Sprint PCS may
exercise its rights under Section 11.2.2.1 or, if applicable, its rights under
Section 11.2.2.2:

               (a) Manager gives Sprint PCS timely written notice of non-renewal
     of this agreement;

               (b) both parties give timely written notices of non-renewal;

               (c) this agreement expires with neither party giving a written
     notice of non-renewal;

               (d) either party elects to terminate this agreement under Section
     11.3.4(a); or

               (e) Manager elects to terminate this agreement under Section
     11.3.4(b).

               11.2.2.2 Sprint PCS' Purchase Right. Sprint PCS may purchase from
     Manager all of the Operating Assets. Sprint PCS will pay to Manager an
     amount equal to 80% of the Entire Business Value. The closing of the
     purchase of the Operating Assets will occur within 20 days after the later
     of (a) the receipt by Sprint PCS of the written notice of determination of
     the Entire Business Value provided by the appraisers under Section 11.7 or
     (b) the receipt of all materials required to be delivered to Sprint PCS
     under Section 11.8. Upon closing the purchase of the Operating Assets this
     agreement will be deemed terminated. The exercise of the purchase right,
     the determination of the Operating Assets, the representations and
     warranties made by Manager with respect to the Operating Assets and the
     business, and the process for closing the purchase will be subject to the
     terms and conditions set forth in Section 11.8.

               11.2.2.3 Sprint PCS' Put Right.

               (a) Sprint PCS may, subject to receipt of FCC approval, put to
     Manager the Disaggregated License for a purchase price equal to the greater
     of (1) the original cost of the License to Sprint PCS (pro rated on a pops
     and spectrum basis) plus the microwave relocation costs paid by Sprint PCS
     or (2) 10% of the Entire Business Value.

               (b) Upon closing the purchase of the Disaggregated License this
     agreement will be deemed terminated. The closing of the purchase of the
     Disaggregated License will occur within the later of:

                    (1) 20 days after the receipt by Sprint PCS of the written
          notice of determination of the Entire Business Value by the appraisers
          under Section 11.7; or

                    (2) 10 days after the approval of the sale of the
          Disaggregated License by the FCC.


                                    Page 33
<PAGE>


               (c) The exercise of the put, the determination of the geographic
     extent of the Disaggregated License coverage, the representations and
     warranties made by Sprint PCS with respect to the Disaggregated License,
     and the process for closing the purchase will be subject to the terms and
     conditions set forth in Section 11.8.

               (d) Manager may, within 10 days after it receives notice of
     Sprint PCS' exercise of its put, advise Sprint PCS of the amount of
     spectrum (not to exceed 10 MHz) it wishes to purchase. After the purchase
     Manager will allow:

               (1) subscribers of Sprint PCS to roam on Manager's network;
          and

               (2) Sprint PCS to resell Manager's Products and Services.

         Manager will charge Sprint PCS a MFN price in either case.

          11.2.3 Extended Term Awaiting FCC Approval. If Manager is buying the
Disaggregated License as permitted or required under Sections 11.2.1.2 or
11.2.2.2, then the Term of this agreement will extend beyond the original
expiration date until the closing of the purchase of the Disaggregated License.
The parties agree to exercise their respective commercially reasonable efforts
to obtain FCC approval of the transfer of the Disaggregated License.

     11.3 Events of Termination. An "Event of Termination" is deemed to occur
when a party gives written notice to the other party of the Event of Termination
as permitted below:

          11.3.1 Termination of License.

                    (a) At the election of either party this agreement may be
          terminated at the time the FCC revokes or fails to renew the License.
          Unless Manager has the right to terminate this agreement under Section
          11.3.1(b), neither party has any claim against the other party if the
          FCC revokes or fails to renew the License, even if circumstances would
          otherwise permit one party to terminate this agreement based on a
          different Event of Termination, except that the parties will have the
          right to pursue claims against each other as permitted under Section
          11.4(b).

                    (b) If the FCC revokes or fails to renew the License because
          of a breach of this agreement by Sprint PCS, then Manager has the
          right to terminate this agreement under Section 11.3.3 and not this
          Section 11.3.1.

          11.3.2 Breach of Agreement: Payment of Money Terms. At the election of
the non-breaching party this agreement may be terminated upon the failure by the
breaching party to pay any amount due under this agreement or any other
agreement between the parties or their respective Related Parties, if the breach
is not cured within 30 days after the breaching party's receipt of written
notice of the nonpayment from the non-breaching party.

          11.3.3 Breach of Agreement: Other Terms. At the election of the
non-breaching party this agreement may be terminated upon the material breach by
the breaching party of any material term contained in this agreement that does
not regard the payment of money, if the breach is not cured within 30 days after
the breaching party's receipt of written notice of the breach from the
non-breaching party, except the cure period will continue for a reasonable
period beyond the 30-day period, but will under no circumstances exceed 180 days
after the breaching party's receipt of written notice of the breach, if it is
unreasonable to cure the breach within the 30-day period, and the breaching
party takes action prior to the end of the 30-day period that is reasonably
likely to cure the breach and continues to diligently take action necessary to
cure the breach.

          11.3.4 Regulatory Considerations.

               (a) At the election of either party this agreement may be
     terminated if this agreement violates any applicable law in any material
     respect where such violation (i) is classified as a felony or (ii) subjects
     either party to substantial monetary fines or other substantial damages,
     except that before causing any termination the parties must use best
     efforts to modify this agreement, as necessary to cause this agreement (as
     modified) to comply with applicable law and to preserve to the extent
     possible the economic arrangements set forth in this agreement.


                                    Page 34
<PAGE>

               (b) At the election of Manager this agreement may be terminated
     if the regulatory action described under 11.3.4(a) is the result of a
     deemed change of control of the License and the parties are unable to agree
     upon a satisfactory resolution of the matter with the regulatory authority
     without a complete termination of this agreement.

          11.3.5 Termination of Trademark License Agreements. If either
Trademark License Agreement terminates under its terms, then:

               (a) Manager may terminate this agreement if the Trademark License
     Agreement terminated because of a breach of the Trademark License Agreement
     by Sprint PCS or Sprint; and

               (b) Sprint PCS may terminate this agreement if the Trademark
     License Agreement terminated because of a breach of the Trademark License
     Agreement by Manager.

          11.3.6 Financing Considerations. At the election of Sprint PCS this
agreement may be terminated upon the failure of Manager to obtain the financing
described in Exhibit 1.7 by the deadline(s) set forth on such Exhibit.

          11.3.7 Bankruptcy of a Party. At the election of the non-bankrupt
party, this agreement may be terminated upon the occurrence of a Voluntary
Bankruptcy or an Involuntary Bankruptcy of the other party.

          "Voluntary Bankruptcy" means:

                    (a) the inability of a party generally to pay its debts as
          the debts become due, or an admission in writing by a party of its
          inability to pay its debts generally or a general assignment by a
          party for the benefit of creditors;

                    (b) the filing of any petition or answer by a party seeking
          to adjudicate itself a bankrupt or insolvent, or seeking any
          liquidation, winding up, reorganization, arrangement, adjustment,
          protection, relief, or composition for itself or its debts under any
          law relating to bankruptcy, insolvency or reorganization or relief of
          debtors, or seeking, consenting to, or acquiescing in the entry of an
          order for relief or the appointment of a receiver, trustee, custodian
          or other similar official for itself or for substantially all of its
          property; or

                    (c) any action taken by a party to authorize any of the
          actions set forth above.

          "Involuntary Bankruptcy" means, without the consent or
     acquiescence of a party:

                    (a) the entering of an order for relief or approving a
          petition for relief or reorganization;

                    (b) any petition seeking any reorganization, arrangement,
          composition, readjustment, liquidation, dissolution or other similar
          relief under any present or future bankruptcy, insolvency or similar
          statute, law or regulation;

                    (c) the filing of any petition against a party, which
          petition is not dismissed within 90 days; or

                    (d) without the consent or acquiescence of a party, the
          entering of an order appointing a trustee, custodian, receiver or
          liquidator of party or of all or any substantial part of the property
          of the party, which order is not dismissed within 90 days.

         11.4     Effect of an Event of Termination.

          (a) Upon the occurrence of an Event of Termination, the party with the
right to terminate this agreement or to elect the remedy upon the Event of
Termination, as the case may be, may:

               (i) in the case of an Event of Termination under Sections
     11.3.1(a) or 11.3.7, give the other party written notice that the agreement
     is terminated effective as of the date of the notice, in which case neither
     party will have any other remedy or claim for damages (except any claim the
     non-bankrupt party has against the bankrupt party and any claims permitted
     under Section 11.4(b)); or


                                    Page 35
<PAGE>

               (ii) in the case of an Event of Termination other than under
     Section 11.3.1(a), give the other party written notice that the party is
     exercising one of its rights, if any, under Section 11.5 or Section 11.6.

          (b) If the party terminates this agreement under Section 11.4(a)(i)
then all rights and obligations of each party under this agreement will
immediately cease, except that:

               (i) any rights arising out of a breach of any terms of this
     agreement will survive any termination of this agreement;

               (ii) the provisions described in Section 17.23 will survive any
     termination of this agreement;

               (iii) the payment obligations under Section 10 will survive any
     termination of this agreement if, and to the extent, any costs or fees have
     accrued or are otherwise due and owing as of the date of termination of
     this agreement from Manager to Sprint PCS or any Sprint PCS Related Party
     or from Sprint PCS to Manager or any Manager Related Party;

               (iv) either party may terminate this agreement in accordance with
     the terms of this agreement without any liability for any loss or damage
     arising out of or related to such termination, including any loss or damage
     arising out of the exercise by Sprint PCS of its rights under Section
     11.6.3;

               (v) Manager will use all commercially reasonable efforts to cease
     immediately all of their respective efforts to market, sell, promote or
     distribute the Sprint PCS Products and Services;

               (vi) Sprint PCS has the option to buy from Manager any new unsold
     subscriber equipment and accessories, at the prices charged to Manager;

               (vii) the parties will immediately stop making any statements or
     taking any action that might cause third parties to infer that any business
     relationship continues to exist between the parties, and where necessary or
     advisable, the parties will inform third parties that the parties no longer
     have a business relationship; and

               (viii) if subscriber equipment and accessories are in transit
     when this agreement is terminated, Sprint PCS may, but does not have the
     obligation to, cause the freight carrier to not deliver the subscriber
     equipment and accessories to Manager but rather to deliver the subscriber
     equipment and accessories to Sprint PCS.

          (c) If the party exercises its rights under Section 11.4(a)(ii), this
agreement will continue in full force and effect until otherwise terminated.

          (d) If this agreement terminates for any reason other than Manager's
purchase of the Disaggregated License, Manager will not, for 3 years after the
date of termination compile, create, or use for the purpose of selling
merchandise or services similar to any Sprint PCS Products and Services, or
sell, transfer or otherwise convey to a third party, a list of customers who
purchased, leased or used any Sprint PCS Products and Services. Manager may use
such a list for its own internal analysis of its business practices and
operations. If this agreement terminates because of Manager's purchase of the
Disaggregated License, then Sprint PCS will transfer to Manager the Sprint PCS
customers with a MIN assigned to the Service Area covered by the Disaggregated
License, but Sprint PCS retains the customers of a national account and any
resellers who have entered into a resale agreement with Sprint PCS. Manager
agrees not to solicit, directly or indirectly, any customers of Sprint PCS not
transferred to Manager under this Section 11.4(d) for 2 years after the
termination of this agreement, except that Manager's advertising through mass
media will not be considered a solicitation of Sprint PCS customers.


                                    Page 36
<PAGE>


     11.5 Manager's Event of Termination Rights and Remedies. In addition to any
other right or remedy that Manager may have under this agreement, the parties
agree that Manager will have the rights and remedies set forth in this Section
11.5 and that such rights and remedies will survive the termination of this
agreement. If Manager has a right to terminate this agreement as the result of
the occurrence of an Event of Termination under Sections 11.3.2, 11.3.3, 11.3.5
or 11.3.7 (if Manager is the non-bankrupt party), then Manager has the right to
elect one of the following three (3) remedies, except Manager cannot elect its
remedies under Sections 11.5.1 or 11.5.2 during the first 2 years of the Initial
Term with respect to an Event of Termination under Section 11.3.3.

          11.5.1 Manager's Put Right. Manager may put to Sprint PCS within 30
days after the Event of Termination all of the Operating Assets. Sprint PCS will
pay to Manager an amount equal to 80% of the Entire Business Value. The closing
of the purchase of the Operating Assets will occur within 20 days after the
later of:

               (a) the receipt by Sprint PCS of the written notice of
     determination of the Entire Business Value by the appraisers under Section
     11.7; or

               (b) the receipt of all materials required to be delivered to
     Sprint PCS under Section 11.8.

     Upon closing the purchase of the Operating Assets this agreement will be
deemed terminated. The exercise of the put, the determination of the Operating
Assets, the representations and warranties made by the Manager with respect to
the Operating Assets and the business, and the process for closing the purchase
will be subject to the terms and conditions set forth in Section 11.8.

          11.5.2 Manager's Purchase Right.

          (a) If Sprint PCS owns 20 MHz or more of PCS spectrum in the Service
Area under the License on the date this agreement is executed, then Manager may,
subject to receipt of FCC approval, purchase from Sprint PCS the Disaggregated
License for the greater of (1) the original cost of the License to Sprint PCS
(pro rated on a pops and spectrum basis) plus the microwave relocation costs
paid by Sprint PCS or (2) 9% (10% minus a 10% penalty) of the Entire Business
Value.

          (b) Upon closing the purchase of the Disaggregated License this
agreement will be deemed terminated. The closing of the purchase of the
Disaggregated License will occur within the later of:

               (1) 20 days after the receipt by Manager of the written notice of
     determination of the Entire Business Value by the appraisers under Section
     11.7; or

               (2) 10 days after the approval of the sale of the Disaggregated
     License by the FCC.

The exercise of the purchase right, the determination of the geographic extent
of the Disaggregated License coverage, the representations and warranties made
by Sprint PCS with respect to the Disaggregated License, and the process for
closing the purchase will be subject to the terms and conditions set forth in
Section 11.8.

          (c) After the closing of the purchase Manager will allow:

               (1) subscribers of Sprint PCS to roam on Manager's
               network; and

               (2) Sprint PCS to resell Manager's Product and Services.

          Manager will charge Sprint PCS a MFN price in either case.


                                    Page 37
<PAGE>

          11.5.3 Manager's Action for Damages or Other Relief. Manager, in
accordance with the dispute resolution process in Section 14, may seek damages
or other appropriate relief.

     11.6 Sprint PCS' Event of Termination Rights and Remedies. In addition to
any other right or remedy that Sprint PCS may have under this agreement, the
parties agree that Sprint PCS will have the rights and remedies set forth in
this Section 11.6 and that such rights and remedies will survive the termination
of this agreement. If Sprint PCS has a right to terminate this agreement as the
result of the occurrence of an Event of Termination under Sections 11.3.2,
11.3.3, 11.3.5, 11.3.6 or 11.3.7 (if Sprint PCS is the non-bankrupt party), then
Sprint PCS has the right to elect one of the following four (4) remedies, except
that (i) if Sprint PCS elects the remedies under Sections 11.6.1, 11.6.2 or
11.6.4, Sprint PCS may pursue its rights under Section 11.6.3 concurrently with
its pursuit of one of the other three remedies, (ii) Sprint PCS cannot elect its
remedies under Sections 11.6.1 or 11.6.2 during the first 2 years of the Initial
Term with respect to an Event of Termination under Section 11.3.3 (unless the
Event of Termination is caused by a breach related to the Build-out Plan or the
build-out of the Service Area Network), and (iii) Sprint PCS cannot elect its
remedy under Section 11.6.2 during the first 2 years of the Initial Term with
respect to an Event of Termination under Section 11.3.6.

          11.6.1 Sprint PCS' Purchase Right. Sprint PCS may purchase from
Manager all of the Operating Assets. Sprint PCS will pay to Manager an amount
equal to 72% (80% minus a 10% penalty) of the Entire Business Value. The closing
of the purchase of the Operating Assets will occur within 20 days after the
later of:

               (a) the receipt by Sprint PCS of the written notice of
     determination of the Entire Business Value by the appraisers pursuant to
     Section 11.7; or

               (b) the receipt of all materials required to be delivered to
     Sprint PCS under Section 11.8.

     Upon closing the purchase of the Operating Assets this agreement will be
deemed terminated. The exercise of the purchase right, the determination of the
Operating Assets, the representations and warranties made by Manager with
respect to the Operating Assets and the business, and the process for closing
the purchase will be subject to the terms and conditions set forth in Section
11.8.

          11.6.2 Sprint PCS' Put Right.

          (a) Sprint PCS may, subject to receipt of FCC approval, put to Manager
the Disaggregated License for a purchase price equal to the greater of (1) the
original cost of the License to Sprint PCS (pro rated on a pops and spectrum
basis) plus the microwave relocation costs paid by Sprint PCS or (2) 10% of the
Entire Business Value.

          (b) Upon closing the purchase of the Disaggregated License this
agreement will be deemed terminated. The closing of the purchase of the
Disaggregated License will occur within the later of:

               (1) 20 days after the receipt by Sprint PCS of the written notice
     of determination of the Entire Business Value by the appraisers under
     Section 11.7; or

               (2) 10 days after the approval of the sale of the Disaggregated
     License by the FCC.

          (c) The exercise of the put, the determination of the geographic
extent of the Disaggregated License coverage, the representations and warranties
made by Sprint PCS with respect to the Disaggregated License, and the process
for closing the purchase will be subject to the terms and conditions set forth
in Section 11.8.


                                    Page 38
<PAGE>

          (d) Manager may, within 10 days after it receives notice of Sprint
PCS' exercise of its put, advise Sprint PCS of the amount of spectrum (not to
exceed 10 MHz) it wishes to purchase. After the closing of the purchase Manager
will allow:

               (1) subscribers of Sprint PCS to roam on Manager's network;
     and

               (2) Sprint PCS to resell Manager's Products and Services.

          Manager will charge Sprint PCS a MFN price in either case.


          11.6.3 Sprint PCS' Right to Cause A Cure.

          (a) Sprint PCS' Right. Sprint PCS may, but is not obligated to, take
such action as it deems necessary to cure Manager's breach of this agreement,
including assuming operational responsibility for the Service Area Network to
complete construction, continue operation, complete any necessary repairs,
implement changes necessary to comply with the Program Requirements and terms of
this agreement, or take such other steps as are appropriate under the
circumstances, or Sprint PCS may designate a third party or parties to do the
same, to assure uninterrupted availability and deliverability of Sprint PCS
Products and Services in the Service Area, or to complete the build-out of the
Service Area Network in accordance with the terms of this agreement. In the
event that Sprint PCS elects to exercise its right under this Section 11.6.3,
Sprint PCS will give Manager written notice of such election. Upon giving such
notice:

               (1) Manager will collect and make available at a convenient,
     central location at its principal place of business, all documents, books,
     manuals, reports and records related to the Build-out Plan and required to
     operate and maintain the Service Area Network; and

               (2) Sprint PCS, its employees, contractors and designated third
     parties will have the unrestricted right to enter the facilities and
     offices of Manager for the purpose of curing the breach and, if Sprint PCS
     deems necessary, operate the Service Area Network.

          Manager agrees to cooperate with and assist Sprint PCS to the extent
requested by Sprint PCS to enable Sprint PCS to exercise its rights under this
Section 11.6.3.

          (b) Liability. Sprint PCS' exercise of its rights under this Section
11.6.3 will not be deemed an assumption by Sprint PCS of any liability
attributable to Manager or any other party, except that, without limiting the
provisions of Section 13, during the period that Sprint PCS is curing a breach
under this agreement or operating any portion of the Service Area Network
pursuant to this Section 11.6.3, Sprint PCS will indemnify and defend Manager
and its directors, partners, officers, employees and agents from and against,
and reimburse and pay for, all claims, demands, damages, losses, judgments,
awards, liabilities, costs and expenses (including reasonable attorneys' fees,
court costs and other expenses of litigation), whether or not arising out of
third party claims, in connection with any suit, claim, action or other legal
proceeding relating to the bodily injury, sickness or death of persons or the
damage to or destruction of property, real or personal, resulting from or
arising out of Sprint PCS' negligence or willful misconduct in curing the breach
or in the operation of the Service Area Network. Sprint PCS' obligation under
this Section 11.6.3(b) will not apply to the extent of any claims, demands,
damages, losses, judgments, awards, liabilities, costs and expenses resulting
from the negligence or willful misconduct of Manager or arising from any
contractual obligation of Manager.

          (c) Costs and Payments. During the period that Sprint PCS is curing a
breach or operating the Service Area Network under this Section 11.6.3, Sprint
PCS and Manager will continue to make any and all payments due to the other
party and to third parties under this agreement, the Services Agreement and any
other agreements to which such party is bound, except that Sprint PCS may deduct
from its payments to Manager all reasonable costs and expenses incurred by
Sprint PCS in connection with the exercise of its right under this Section
11.6.3. Sprint PCS' operation of the Service Area Network pursuant to this
Section 11.6.3 is not a substitution for Manager's performance of its
obligations under this agreement and does not relieve Manager of its other
obligations under this agreement.


                                    Page 39
<PAGE>


          (d) Length of Right. Sprint PCS may continue to operate the Service
Area Network in accordance with Section 11.6.3 until (i) Sprint PCS cures all
breaches by Manager under this agreement; (ii) Manager cures all breaches and
demonstrates to Sprint PCS' satisfaction that it is financially and
operationally willing, ready and able to perform in accordance with this
agreement and resumes such performance; (iii) Sprint PCS consummates the
purchase of the Operating Assets under Section 11.6.1 or the sale of the
Disaggregated License under Section 11.6.2; or (iv) Sprint PCS terminates this
agreement.

          (e) Not Under Services Agreement. The exercise by Sprint PCS of its
right under this Section 11.6.3 does not represent services rendered under the
Services Agreement, and therefore it does not allow Manager to be deemed in
compliance with the Program Requirements under Sections 7.1(a)(ii), 8.1(b).

          11.6.4 Sprint PCS' Action for Damages or Other Relief. Sprint PCS, in
accordance with the dispute resolution process in Section 14, may seek damages
or other appropriate relief.

     11.7 Determination of Entire Business Value.

          11.7.1 Appointment of Appraisers. Sprint PCS and Manager must each
designate an independent appraiser within 30 days after giving the Purchase
Notice under Exhibit 11.8. Sprint PCS and Manager will direct the two appraisers
to jointly select a third appraiser within 15 days after the day the last of
them is appointed. Each appraiser must be an expert in the valuation of wireless
telecommunications businesses. Sprint PCS and Manager must direct the three
appraisers to each determine, within 45 days after the appointment of the last
appraiser, the Entire Business Value. Sprint PCS and Manager will each bear the
costs of the appraiser appointed by it, and they will share equally the costs of
the third appraiser.

          11.7.2 Manager's Operating Assets. The following assets are
included in the Operating Assets (as defined in the Schedule of
Definitions):

               (a) network assets, including all personal property, real
     property interests in cell sites and switch sites, leasehold interests,
     collocation agreements, easements, and rights-of-way;

               (b) all of the real, personal, tangible and intangible property
     and contract rights that Manager owns and uses in conducting the business
     of providing the Sprint PCS Products and Services, including the goodwill
     resulting from Manager's customer base;

               (c) sale and distribution assets primarily dedicated (i.e., at
     least 80% of their revenue is derived from the sale of Sprint PCS Products
     and Services) to the sale by Manager of Sprint PCS Products and Services.
     For example, a retail store that derives at least 80% of its revenue from
     the sale of Sprint PCS Products and Services is an Operating Asset. A store
     that derives 65% of its revenue from Sprint PCS Products and Services is
     not an Operating Asset;

               (d) customers, if any, that use both the other products and
     services approved under Section 3.2 and the Sprint PCS Products and
     Services;

               (e) handset inventory;

               (f) books and records of the wireless business, including all
     engineering drawings and designs and financial records; and

               (g) all contracts used by Manager in operating the wireless
     business including T1 service agreements, service contracts,
     interconnection agreements, distribution agreements, software license
     agreements, equipment maintenance agreements, sales agency agreements and
     contracts with all equipment suppliers.


                                    Page 40

<PAGE>


          11.7.3 Entire Business Value. Utilizing the valuation principles set
forth below and in Section 11.7.4, "Entire Business Value" means the fair market
value of Manager's wireless business in the Service Area, valued on a going
concern basis.

               (a) The fair market value is based on the price a willing buyer
     would pay a willing seller for the entire on-going business.

               (b) The appraisers will use the then-current customary means of
     valuing a wireless telecommunications business.

               (c) The business is conducted under the Brands and existing
     agreements between the parties and their respective Related Parties.

               (d) Manager owns the Disaggregated License (in the case where
     Manager will be buying the Disaggregated License under Sections 11.2.1.2,
     11.2.2.2, 11.5.2 or 11.6.2) or Manager owns the spectrum and the
     frequencies actually used by Manager under this agreement (in the case
     where Sprint PCS will be buying the Operating Assets under Sections
     11.2.1.1, 11.2.2.1, 11.5.1 or 11.6.1).

               (e) The valuation will not include any value for the business
     represented by Manager's Products and Services or any business not directly
     related to Sprint PCS Products and Services.

          11.7.4 Calculation of Entire Business Value. The Entire Business Value
to be used to determine the purchase price of the Operating Assets or the
Disaggregated License under this agreement is as follows:

               (a) If the highest fair market value determined by the appraisers
     is within 10% of the lowest fair market value, then the Entire Business
     Value used to determine the purchase price under this agreement will be the
     arithmetic mean of the three appraised fair market values.

               (b) If two of the fair market values determined by the appraisers
     are within 10% of one another, and the third value is not within 10% of the
     other fair market values, then the Entire Business Value used to determine
     the purchase price under this agreement will be the arithmetic mean of the
     two more closely aligned fair market values.

               (c) If none of the fair market values is within 10% of the other
     two fair market values, then the Entire Business Value used to determine
     the purchase price under this agreement will be the middle value of the
     three fair market values.

     11.8 Closing Terms and Conditions. The closing terms and conditions for the
transactions contemplated in this Section 11 are attached as Exhibit 11.8.

     11.9 Contemporaneous and Identical Application. The parties agree that any
action regarding renewal or non-renewal and any Event of Termination will occur
contemporaneously and identically with respect to all Licenses. For example, if
Manager exercises its purchase right under Section 11.5.2, it must exercise such
right with respect to all of the Licenses under this agreement. The Term of this
agreement will be the same for all Licenses; Manager will not be permitted to
operate a portion of the Service Area Network with fewer than all of the
Licenses.

         12. BOOKS AND RECORDS; CONFIDENTIAL INFORMATION; INSURANCE

     12.1 Books and Records.

          12.1.1 General. Each party must keep and maintain books and records to
support and document any fees, costs, expenses or other charges due in
connection with the provisions set forth in this agreement. The records must be
retained for a period of at least 3 years after the fees, costs, expenses or
other charges to which the records relate have accrued and have been paid, or
such other period as may be required by law.


                                    Page 41
<PAGE>


          12.1.2 Audit. On reasonable advance notice, each party must provide
access to appropriate records to the independent auditors selected by the other
party for purposes of auditing the amount of fees, costs, expenses or other
charges payable in connection with the Service Area with respect to the period
audited. The auditing party will conduct the audit no more frequently than
annually. If the audit shows that Sprint PCS was underpaid then, unless the
amount is contested, Manager will pay to Sprint PCS the amount of the
underpayment within 10 Business Days after Sprint PCS gives Manager written
notice of the determination of the underpayment. If the audit determines that
Sprint PCS was overpaid then, unless the amount is contested, Sprint PCS will
pay to Manager the amount of the overpayment within 10 Business Days after
Sprint PCS determines Sprint PCS was overpaid. The auditing party will pay all
costs and expenses related to the audit unless the amount owed to the audited
party is reduced by more than 10% or the amount owed by the audited party is
increased by more than 10%, in which case the costs and expenses related to the
audit will be paid by the audited party.

          Notwithstanding the above provisions of this Section 12.1.2, rather
than allow Manager's independent auditors access to Sprint PCS' records, Sprint
PCS may provide a report issued in conformity with Statement of Auditing
Standard No. 70 "Reports on the Processing of Transactions by Service
Organizations" ("Type II Report" or "Manager Management Report"). Such report
will be prepared by independent auditors and will provide an opinion on the
controls placed in operation and tests of operating effectiveness of those
controls in effect at Sprint PCS over the Manager Management Processes. "Manager
Management Processes" include those services generally provided within the
Management Agreement, primarily billing and collection of Collected Revenues.

          12.1.3 Contesting an Audit. If the party that did not select the
independent auditor does not agree with the findings of the audit, then such
party can contest the findings by providing notice of such disagreement to the
other party (the "Dispute Notice"). The date of delivery of such notice is the
"Dispute Notice Date." If the parties are unable to resolve the disagreement
within 10 Business Days after the Dispute Notice Date, they will resolve the
disagreement in accordance with the following procedures.

          The two parties and the auditor that conducted the audit will all
agree on an independent certified public accountant with a regional or national
accounting practice in the wireless telecommunications industry (the "Arbiter")
within 15 Business Days after the Dispute Notice Date. If, within 15 Business
Days after the Dispute Notice Date, the three parties fail to agree on the
Arbiter, then at the request of either party to this agreement, the Arbiter will
be selected pursuant to the rules then in effect of the American Arbitration
Association. Each party will submit to the Arbiter within 5 Business Days after
its selection and engagement all information reasonably requested by the Arbiter
to enable the Arbiter to independently resolve the issue that is the subject of
the Dispute Notice. The Arbiter will make its own determination of the amount of
fees, costs, expenses or other charges payable under this agreement with respect
to the period audited. The Arbiter will issue a written report of its
determination in reasonable detail and will deliver a copy of the report to the
parties within 10 Business Days after the Arbiter receives all of the
information reasonably requested. The determination made by the Arbiter will be
final and binding and may be enforced by any court having jurisdiction. The
parties will cooperate fully in assisting the Arbiter and will take such actions
as are necessary to expedite the completion of and to cause the Arbiter to
expedite its assignment.

          If the amount owed by a contesting party is reduced by more than 10%
or the amount owed to a contesting party is increased by more than 10% then the
non-contesting party will pay the costs and expenses of the Arbiter, otherwise
the contesting party will pay the costs and expenses of the Arbiter.

     12.2 Confidential Information.

          (a) Except as specifically authorized by this agreement, each of the
parties must, for the Term and 3 years after the date of termination of this
agreement, keep confidential, not disclose to others and use only for the
purposes authorized in this agreement, all Confidential Information disclosed by
the other party to the party in connection with this agreement, except that the
foregoing obligation will not apply to the extent that any Confidential
Information:


                                    Page 42
<PAGE>


               (i) is or becomes, after disclosure to a party, publicly known by
     any means other than through unauthorized acts or omissions of the party or
     its agents; or

               (ii) is disclosed in good faith to a party by a third party
     entitled to make the disclosure.

          (b) Notwithstanding the foregoing, a party may use, disclose or
authorize the disclosure of Confidential Information that it receives that:

               (i) has been published or is in the public domain, or that
     subsequently comes into the public domain, through no fault of the
     receiving party;

               (ii) prior to the effective date of this agreement was properly
     within the legitimate possession of the receiving party, or subsequent to
     the effective date of this agreement, is lawfully received from a third
     party having rights to publicly disseminate the Confidential Information
     without any restriction and without notice to the recipient of any
     restriction against its further disclosure;

               (iii) is independently developed by the receiving party through
     persons or entities who have not had, either directly or indirectly, access
     to or knowledge of the Confidential Information;

               (iv) is disclosed to a third party consistent with the terms of
     the written approval of the party originally disclosing the information;

               (v) is required by the receiving party to be produced under order
     of a court of competent jurisdiction or other similar requirements of a
     governmental agency, and the Confidential Information will otherwise
     continue to be Confidential Information required to be held confidential
     for purposes of this agreement;

               (vi) is required by the receiving party to be disclosed by
     applicable law or a stock exchange or association on which the receiving
     party's securities (or those of its Related Parties) are or may become
     listed; or

               (vii) is disclosed by the receiving party to a financial
     institution or accredited investor (as that term is defined in Rule 501(a)
     under the Securities Act of 1933) that is considering providing financing
     to the receiving party and which financial institution or accredited
     investor has agreed to keep the Confidential Information confidential in
     accordance with an agreement at least as restrictive as this Section 12.2.

          (c) Notwithstanding the foregoing, Manager and Sprint PCS authorize
each other to disclose to the public in regulatory filings the other's identity
and the Service Area to be developed and managed by Manager, and Manager
authorizes Sprint PCS to mention Manager and the Service Area in public
relations announcements.

          (d) The party making a disclosure under Sections 12.2(b)(v),
12.2(b)(vi) or 12.2(b)(vii) must inform the disclosing party as promptly as is
reasonably necessary to enable the disclosing party to take action to, and use
the party's reasonable best efforts to, limit the disclosure and maintain
confidentiality to the extent practicable.

          (e) Manager will not except when serving in the capacity of Manager
under this agreement, use any Confidential Information of any kind that it
receives under or in connection with this agreement. For example, if Manager
operates a wireless company in a different license area, Manager may not use any
of the Confidential Information received under or in connection with this
agreement in operating the other wireless business.


                                    Page 43
<PAGE>

     12.3     Insurance

          12.3.1 General. During the term of this agreement, Manager must obtain
and maintain, and will cause any subcontractors to obtain and maintain, with
financially reputable insurers licensed to do business in all jurisdictions
where any work is performed under this agreement and who are reasonably
acceptable to Sprint PCS, the insurance described in the Sprint PCS Insurance
Requirements. The Sprint PCS Insurance Requirements as of the date of this
agreement are attached as Exhibit 12.3. Sprint PCS may modify the Sprint PCS
Insurance Requirements as is commercially reasonable from time to time by
delivering to Manager a new Exhibit 12.3.

          12.3.2 Waiver of Subrogation. Manager must look first to any insurance
in its favor before making any claim against Sprint PCS or Sprint, and their
respective directors, officers, employees, agents or representatives for
recovery resulting from injury to any person (including Manager's or its
subcontractor's employees) or damage to any property arising from any cause,
regardless of negligence. Manager does hereby release and waive to the fullest
extent permitted by law, and will cause its respective insurers to waive, all
rights of recovery by subrogation against Sprint PCS or Sprint, and their
respective directors, officers, employees, agents or representatives.

          12.3.3 Certificates of Insurance. Manager and all of its
subcontractors, if any, must, as a material condition of this agreement and
prior to the commencement of any work under and any renewal of this agreement,
deliver to Sprint PCS a certificate of insurance, satisfactory in form and
content to Sprint PCS, evidencing that the above insurance, including waiver of
subrogation, is in force and will not be canceled or materially altered without
first giving Sprint PCS at least 30 days prior written notice and that all
coverages are primary to any insurance carried by Sprint PCS, its directors,
officers, employees, agents or representatives.

          Nothing contained in this Section 12.3.3 will limit Manager's
liability to Sprint PCS, its directors, officers, employees, agents or
representatives to the limits of insurance certified or carried.


                            13. INDEMNIFICATION

     13.1 Indemnification by Sprint PCS. Sprint PCS agrees to indemnify, defend
and hold harmless Manager, its directors, managers, officers, employees, agents
and representatives from and against any and all claims, demands, causes of
action, losses, actions, damages, liability and expense, including costs and
reasonable attorneys' fees, against Manager, its directors, managers, officers,
employees, agents and representatives arising from or relating to the violation
by Sprint PCS of any law, regulation or ordinance applicable to Sprint PCS or by
Sprint PCS' breach of any representation, warranty or covenant contained in this
agreement or any other agreement between Sprint PCS or Sprint PCS' Related
Parties and Manager or Manager's Related Parties except where and to the extent
the claim, demand, cause of action, loss, action, damage, liability and/or
expense results solely from the negligence or willful misconduct of Manager.

     13.2 Indemnification by Manager. Manager agrees to indemnify, defend and
hold harmless Sprint PCS and Sprint, and their respective directors, managers,
officers, employees, agents and representatives from and against any and all
claims, demands, causes of action, losses, actions, damages, liability and
expense, including costs and reasonable attorneys' fees, against Sprint PCS or
Sprint, and their respective directors, managers, officers, employees, agents
and representatives arising from or relating to Manager's violation of any law,
regulation or ordinance applicable to Manager, Manager's breach of any
representation, warranty or covenant contained in this agreement or any other
agreement between Manager or Manager's Related Parties and Sprint PCS and Sprint
PCS' Related Parties, Manager's ownership of the Operating Assets or the
operation of the Service Area Network, or the actions or failure to act of any
of Manager's contractors, subcontractors, agents, directors, managers, officers,
employees and representatives of any of them in the performance of any work
under this agreement, except where and to the extent the claim, demand, cause of
action, loss, action, damage, liability and expense results solely from the
negligence or willful misconduct of Sprint PCS or Sprint, as the case may be.


                                    Page 44
<PAGE>

     13.3 Procedure.

          13.3.1 Notice. Any party being indemnified ("Indemnitee") will give
the party making the indemnification ("Indemnitor") written notice as soon as
practicable but no later than 5 Business Days after the party becomes aware of
the facts, conditions or events that give rise to the claim for indemnification
if:

               (a) any claim or demand is made or liability is asserted
     against Indemnitee; or

               (b) any suit, action, or administrative or legal proceeding is
     instituted or commenced in which Indemnitee is involved or is named as a
     defendant either individually or with others.

          Failure to give notice as described in this Section 13.3.1 does not
modify the indemnification obligations of this provision, except if Indemnitee
is harmed by failure to provide timely notice to Indemnitor, then Indemnitor
does not have to indemnify Indemnitee for the harm caused by the failure to give
the timely notice.

          13.3.2 Defense by Indemnitor. If within 30 days after giving notice
Indemnitee receives written notice from Indemnitor stating that Indemnitor
disputes or intends to defend against the claim, demand, liability, suit, action
or proceeding, then Indemnitor will have the right to select counsel of its
choice and to dispute or defend against the claim, demand, liability, suit,
action or proceeding, at its expense.

          Indemnitee will fully cooperate with Indemnitor in the dispute or
defense so long as Indemnitor is conducting the dispute or defense diligently
and in good faith. Indemnitor is not permitted to settle the dispute or claim
without the prior written approval of Indemnitee, which approval will not be
unreasonably withheld. Even though Indemnitor selects counsel of its choice,
Indemnitee has the right to retain additional representation by counsel of its
choice to participate in the defense at Indemnitee's sole cost and expense.

          13.3.3 Defense by Indemnitee. If no notice of intent to dispute or
defend is received by Indemnitee within the 30-day period, or if a diligent and
good faith defense is not being or ceases to be conducted, Indemnitee has the
right to dispute and defend against the claim, demand or other liability at the
sole cost and expense of Indemnitor and to settle the claim, demand or other
liability, and in either event to be indemnified as provided in this Section
13.3.3. Indemnitee is not permitted to settle the dispute or claim without the
prior written approval of Indemnitor, which approval will not be unreasonably
withheld.

          13.3.4 Costs. Indemnitor's indemnity obligation includes reasonable
attorneys' fees, investigation costs, and all other reasonable costs and
expenses incurred by Indemnitee from the first notice that any claim or demand
has been made or may be made, and is not limited in any way by any limitation on
the amount or type of damages, compensation, or benefits payable under
applicable workers' compensation acts, disability benefit acts, or other
employee benefit acts.


                           14. DISPUTE RESOLUTION

     14.1 Negotiation. The parties will attempt in good faith to resolve any
dispute arising out of or relating to this agreement promptly by negotiation
between or among representatives who have authority to settle the controversy.
Either party may escalate any dispute not resolved in the normal course of
business to the appropriate (as determined by the party) officers of the parties
by providing written notice to the other party.


                                    Page 45
<PAGE>


     Within 10 Business Days after delivery of the notice, the appropriate
officers of each party will meet at a mutually acceptable time and place, and
thereafter as often as they deem reasonably necessary, to exchange relevant
information and to attempt to resolve the dispute.

     Either party may elect, by giving written notice to the other party, to
escalate any dispute arising out of or relating to the determination of fees
that is not resolved in the normal course of business or by the audit process
set forth in Sections 12.1.2 and 12.1.3, first to the appropriate financial or
accounting officers to be designated by each party. The designated officers will
meet in the manner described in the preceding paragraph. If the matter has not
been resolved by the designated officers within 30 days after the notifying
party's notice, either party may elect to escalate the dispute to the
appropriate (as determined by the party) officers in accordance with the prior
paragraphs of this Section 14.1.

     14.2 Unable to Resolve. If a dispute has not been resolved within 60 days
after the notifying party's notice, either party may continue to operate under
this agreement and sue the other party for damages or seek other appropriate
remedies as provided in this agreement. If, and only if, this agreement does not
provide a remedy (as in the case of Sections 3.4 and 4.5, where the parties are
supposed to reach an agreement), then either party may give the other party
written notice that it wishes to resolve the dispute or claim arising out of the
parties' inability to agree under such Sections of this agreement by using the
arbitration procedure set forth in this Section 14.2. Such arbitration will
occur in Kansas City, Missouri, unless the parties otherwise mutually agree,
with the precise location being as agreed upon by the parties or, absent such
agreement, at a location in Kansas City, Missouri selected by Sprint PCS. Such
arbitration will be conducted pursuant to the procedures prescribed by the
Missouri Uniform Arbitration Act, as amended from time to time, or, if none,
pursuant to the rules then in effect of the American Arbitration Association (or
at any other place and by any other form of arbitration mutually acceptable to
the parties). Any award rendered in such arbitration will be confidential and
will be final and conclusive upon the parties, and a judgment on the award may
be entered in any court of the forum, state or federal, having jurisdiction. The
expenses of the arbitration will be borne equally by the parties to the
arbitration, except that each party must pay for and bear the cost of its own
experts, evidence, and attorneys' fees.

     The parties must each, within 30 days after either party gives notice to
the other party of the notifying party's desire to resolve a dispute or claim
under the arbitration procedure in this Section 14.2, designate an independent
arbitrator, who is knowledgeable with regard to the wireless telecommunications
industry, to participate in the arbitration hearing. The two arbitrators thus
selected will select a third independent arbitrator, who is knowledgeable with
regard to the wireless telecommunications industry, who will act as chairperson
of the board of arbitration. If, within 15 days after the day the last of the
two named arbitrators is appointed, the two named arbitrators fail to agree upon
the third, then at the request of either party, the third arbitrator shall be
selected pursuant to the rules then in effect of the American Arbitration
Association. The three independent arbitrators will comprise the board of
arbitration, which will preside over the arbitration hearing and will render all
decisions by majority vote. If either party refuses or neglects to appoint an
independent arbitrator within such 30-day period, the independent arbitrator who
has been appointed as of the 31st day after the notifying party's notice will be
the sole independent arbitrator and will solely preside over the arbitration
hearing. The arbitration hearing will commence no sooner than 30 days after the
date the last arbitrator is appointed and no later than 60 days after such date.
The arbitration hearing will be conducted during normal working hours on
Business Days without interruption or adjournment of more than 2 Business Days
at any one time or 6 Business Days in the aggregate.

     The arbitrators will deliver their decision to the parties in writing
within 10 days after the conclusion of the arbitration hearing. The arbitration
award will be accompanied by findings of fact and a statement of reasons for the
decision. There will be no appeal from the written decision, except as permitted
by applicable law. The arbitration proceedings, the arbitrators' decision, the
arbitration award, and any other aspect, matter, or issue of or relating to the
arbitration are confidential, and disclosure of such confidential information is
an actionable breach of this agreement.


                                    Page 46
<PAGE>

     Notwithstanding any other provision of this agreement, arbitration will not
be required of any issue for which injunctive relief is properly sought by
either party.

     14.3 Attorneys and Intent. If an officer intends to be accompanied at a
meeting by an attorney, the other party's officer will be given at least 3
Business Days prior notice of the intention and may also be accompanied by an
attorney. All negotiations under Section 14.1 are confidential and will be
treated as compromise and settlement negotiations for purposes of the Federal
Rules of Civil Procedure and state rules of evidence and civil procedure.

     14.4 Tolling of Cure Periods. Any cure period under Section 11.3 that is
less than 90 days will be tolled during the pendency of the dispute resolution
process. Any cure period under Section 11.3 that is 90 days or longer will not
be tolled during the pendency of the dispute resolution process.


                     15. REPRESENTATIONS AND WARRANTIES

     Each party for itself makes the following representations and warranties to
the other party:

     15.1 Due Incorporation or Formation; Authorization of Agreements. The party
is either a corporation, limited liability company, or limited partnership duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization. Manager is qualified to do business and in
good standing in every jurisdiction in which the Service Area is located. The
party has the full power and authority to execute and deliver this agreement and
to perform its obligations under this agreement.

     15.2 Valid and Binding Obligation. This agreement constitutes the valid and
binding obligation of the party, enforceable in accordance with its terms,
except as may be limited by principles of equity or by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of
creditors' rights generally.

     15.3 No Conflict; No Default. Neither the execution, delivery and
performance of this agreement nor the consummation by the party of the
transactions contemplated in this agreement will conflict with, violate or
result in a breach of (a) any law, regulation, order, writ, injunction, decree,
determination or award of any governmental authority or any arbitrator,
applicable to such party, (b) any term, condition or provision of the articles
of incorporation, certificate of limited partnership, certificate of
organization, bylaws, partnership agreement or limited liability company
agreement (or other governing documents) of such party or of any material
agreement or instrument to which such party is or may be bound or to which any
of its material properties or assets is subject.

     15.4 Litigation. No action, suit, proceeding or investigation is pending
or, to the knowledge of the party, threatened against or affecting the party or
any of its properties, assets or businesses in any court or before or by any
governmental agency that could, if adversely determined, reasonably be expected
to have a material adverse effect on the party's ability to perform its
obligations under this agreement. The party has not received any currently
effective notice of any default that could reasonably be expected to result in a
breach of the preceding sentence.

                         16. REGULATORY COMPLIANCE

     16.1 Regulatory Compliance. Manager will construct, operate, and manage the
Service Area Network in compliance with applicable federal, state, and local
laws and regulations, including Siting Regulations. Nothing in this Section 16.1
will limit Manager's obligations under Section 2.2 and the remainder of this
Section 16. Manager acknowledges that failure to comply with applicable federal,
state, and local laws and regulations in its construction, operation, and
management of the Service Area Network may subject the parties and the License
to legal and administrative agency actions, including forfeiture penalties and
actions that affect the License, such as license suspension and revocation, and
accordingly, Manager agrees that it will cooperate with Sprint PCS to maintain
the License in full force and effect.


                                    Page 47

<PAGE>

    Manager will write and implement practices and procedures governing
construction and management of the Service Area Network in compliance with
Siting Regulations. Manager will make its Siting Regulations practices and
procedures available upon request to Sprint PCS in the manner specified by
Sprint PCS for its inspection and review, and Manager will modify those Siting
Regulations practices and procedures as may be requested by Sprint PCS. Every
six months, and at the request of Sprint PCS, Manager will provide a written
certification from one of Manager's chief officers that Manager's Service Area
Network complies with Siting Regulations. Manager's first certification of
compliance with Siting Regulations will be provided to Sprint PCS six months
after the date of this agreement.

     Manager will conduct an audit and physical inspection of its Service Area
Network at the request of Sprint PCS to confirm compliance with Siting
Regulations, and Manager will report the results of the audit and physical
inspection to Sprint PCS in the form requested by Sprint PCS. Manager will bear
the cost of Siting Regulations compliance audits and physical inspections
requested by Sprint PCS.

     Manager will retain for 3 years records demonstrating compliance with
Siting Regulations, including compliance audit and inspection records. Manager
will make those records available upon request to Sprint PCS for production,
inspection, and copying in the manner specified by Sprint PCS. Sprint PCS will
bear the cost of production, inspection, and copying.

     16.2 FCC Compliance. The parties agree to comply with all applicable FCC
rules governing the License or the Service Area Network and specifically agree
as follows:

               (a) The party billing a customer will advise the customer that
     service is provided over spectrum licensed to Sprint PCS. Neither Manager
     nor Sprint PCS will represent itself as the legal representative of the
     other before the FCC or any other third party, but will cooperate with each
     other with respect to FCC matters concerning the License or the Service
     Area Network.

               (b) Sprint PCS will use commercially reasonable efforts to
     maintain the License in accordance with the terms of the License and all
     applicable laws, policies and regulations and to comply in all material
     respects with all other legal requirements applicable to the operation of
     the Sprint PCS Network and its business. Sprint PCS has sole
     responsibility, except as specifically provided otherwise in Section 2.2,
     for keeping the License in full force and effect and for preparing
     submissions to the FCC or any other relevant federal, state or local
     authority of all reports, applications, interconnection agreements,
     renewals, or other filings or documents. Manager must cooperate and
     coordinate with Sprint PCS' actions to comply with regulatory requirements,
     which cooperation and coordination must include, without limitation, the
     provision to Sprint PCS of all information that Sprint PCS deems necessary
     to comply with the regulatory requirements. Manager must refrain from
     taking any action that could impede Sprint PCS from fulfilling its
     obligations under the preceding sentence, and must not take any action that
     could cause Sprint PCS to forfeit or cancel the License.

               (c) Sprint PCS and Manager are familiar with Sprint PCS'
     responsibility under the Communications Act of 1934, as amended, and
     applicable FCC rules. Nothing in this agreement is intended to diminish or
     restrict Sprint PCS' obligations as an FCC Licensee and both parties desire
     that this agreement and each party's obligations under this agreement be in
     compliance with the FCC rules.

               (d) Nothing in this agreement will preclude Sprint PCS from
     permitting or facilitating resale of Sprint PCS Products and Services to
     the extent required or elected under applicable FCC regulations. Manager
     will take the actions necessary to facilitate Sprint PCS' compliance with
     FCC regulations. To the extent permitted by applicable regulations, Sprint
     PCS will not authorize a reseller that desires to sell services and
     products in only the Service Area to resell Sprint PCS wholesale products
     and services, unless Manager agrees in advance to such sales.


                                    Page 48
<PAGE>


               (e) If a change in FCC policy or rules makes it necessary to
     obtain FCC consent for the implementation, continuation or further
     effectuation of any term or provision of this agreement, Sprint PCS will
     use all commercially reasonable efforts diligently to prepare, file and
     prosecute before the FCC all petitions, waivers, applications, amendments,
     rule-making comments and other related documents necessary to secure and/or
     retain FCC approval of all aspects of this agreement. Manager will use
     commercially reasonable efforts to provide to Sprint PCS any information
     that Sprint PCS may request from Manager with respect to any matter
     involving Sprint PCS, the FCC, the License, the Sprint PCS Products and
     Services or any other products and services approved under Section 3.2.
     Each party will bear its own costs of preparation of the documents and
     prosecution of the actions.

               (f) If the FCC determines that this agreement is inconsistent
     with the terms and conditions of the License or is otherwise contrary to
     FCC policies, rules and regulations, or if regulatory or legislative action
     subsequent to the date of this agreement alters the permissibility of this
     agreement under the FCC's rules or other applicable law, rules or
     regulations, then the parties must use best efforts to modify this
     agreement as necessary to cause this agreement (as modified) to comply with
     the FCC policies, rules, regulations and applicable law and to preserve to
     the extent possible the economic arrangements set forth in this agreement.

               (g) Manager warrants and represents to Sprint PCS that Manager is
     and at all times during the Term of this agreement will be in compliance
     with FCC rules and regulations regarding limits on classes and amounts of
     spectrum that may be owned by Manager. Manager agrees that in the event
     that Manager is or at any time becomes in violation of such rules and
     regulations, Manager will promptly take all action necessary and
     appropriate (other than terminating this agreement) to cure such violation
     and comply with such rules and regulations, including without limitation
     disposing of its direct or indirect interests in cellular licenses.

     16.3 Marking and Lighting. Manager will conform to applicable FAA standards
when Siting Regulations require marking and lighting of Manager's Service Area
Network cell sites. Manager will cooperate with Sprint PCS in reporting lighting
malfunctions as required by Siting Regulations.

     16.4 Regulatory Notices. Manager will, within 2 Business Days after its
receipt, give Sprint PCS written notice of all oral and written communications
it receives from regulatory authorities (including but not limited to the FCC,
the FAA, state public service commissions, environmental authorities, and
historic preservation authorities) and complaints respecting Manager's
construction, operation, and management of the Service Area Network that could
result in actions affecting the License as well as written notice of the details
respecting such communications and complaints, including a copy of any written
material received in connection with such communications and complaints. Manager
will cooperate with Sprint PCS in responding to such communications and
complaints received by Manager. Sprint PCS has the right to respond to all such
communications and complaints, with counsel and consultants of its own choice.
If Sprint PCS chooses to respond to such communications and complaints, Manager
will not respond to them without the consent of Sprint PCS, and Manager will pay
the costs of Sprint PCS' responding to such communications and complaints,
including reasonable attorneys' and consultants' fees, investigation costs, and
all other reasonable costs and expenses incurred by Sprint PCS.

     16.5 Regulatory Policy-Setting Proceedings. Manager will not intervene in
or otherwise participate in a rulemaking, investigation, inquiry, contested
case, or similar regulatory policy setting proceedings before a regulatory
authority concerning the License or construction, operation, and management of
the Service Area Network and the Sprint PCS business operated using the Service
Area Network.


                                    Page 49
<PAGE>


                           17. GENERAL PROVISIONS

     17.1 Notices. Any notice, payment, demand, or communication required or
permitted to be given by any provision of this agreement must be in writing and
mailed (certified or registered mail, postage prepaid, return receipt
requested), sent by hand or overnight courier, or sent by facsimile (with
acknowledgment received and a copy sent by overnight courier), charges prepaid
and addressed as described on the Notice Address Schedule attached to the Master
Signature Page, or to any other address or number as the person or entity may
from time to time specify by written notice to the other parties.

     All notices and other communications given to a party in accordance with
the provisions of this agreement will be deemed to have been given when
received.

     17.2 Construction. This agreement will be construed simply according to its
fair meaning and not strictly for or against either party.

     17.3 Headings. The table of contents, section and other headings contained
in this agreement are for reference purposes only and are not intended to
describe, interpret, define, limit or expand the scope, extent or intent of this
agreement.

     17.4 Further Action. Each party agrees to perform all further acts and
execute, acknowledge, and deliver any documents that may be reasonably
necessary, appropriate, or desirable to carry out the intent and purposes of
this agreement.

     17.5 Counterpart Execution. This agreement will be executed by affixing the
parties' signatures to the Master Signature Page, which Master Signature Page,
and thus this agreement, may be executed in any number of counterparts with the
same effect as if both parties had signed the same document. All counterparts
will be construed together and will constitute one agreement.

     17.6 Specific Performance. Each party agrees with the other party that the
party would be irreparably damaged if any of the provisions of this agreement
were not performed in accordance with their specific terms and that monetary
damages alone would not provide an adequate remedy. Accordingly, in addition to
any other remedy to which the non-breaching party may be entitled, at law or in
equity, the non-breaching party will be entitled to injunctive relief to prevent
breaches of this agreement and specifically to enforce the terms and provisions
of this agreement.

     17.7 Entire Agreement; Amendments. The provisions of this agreement, the
Services Agreement and the Trademark License Agreements (including the exhibits
to those agreements) set forth the entire agreement and understanding between
the parties as to the subject matter of this agreement and supersede all prior
agreements, oral or written, and other communications between the parties
relating to the subject matter of this agreement. Except for Sprint PCS' right
to amend the Program Requirements in accordance with Section 9.2 and its right
to unilaterally modify and amend certain other provisions as expressly provided
in this agreement, this agreement may be modified or amended only by a written
amendment signed by persons or entities authorized to bind each party and, with
respect to the sections set forth for Sprint on the Master Signature Page, the
persons or entities authorized to bind Sprint.

         17.8 Limitation on Rights of Others. Except as set forth on the Master
     Signature Page for Sprint, nothing in this agreement, whether
express or implied, will be construed to give any person or entity other than
the parties any legal or equitable right, remedy or claim under or in respect of
this agreement.


                                    Page 50
<PAGE>


     17.9 Waivers.

          17.9.1 Waivers--General. The observance of any term of this agreement
may be waived (whether generally or in a particular instance and either
retroactively or prospectively) by the party entitled to enforce the term, but
any waiver is effective only if in a writing signed by the party against which
the waiver is to be asserted. Except as otherwise provided in this agreement, no
failure or delay of either party in exercising any power or right under this
agreement will operate as a waiver of the power or right, nor will any single or
partial exercise of any right or power preclude any other or further exercise of
the right or power or the exercise of any other right or power.

          17.9.2 Waivers--Manager. Manager is not in breach of any covenant in
this agreement and no Event of Termination will have occurred as a result of the
occurrence of any event, if Manager had delegated to Sprint Spectrum under the
Services Agreement (or any successor to that agreement) responsibility for
taking any action necessary to ensure compliance with the covenant or to prevent
the occurrence of the event.

          17.9.3 Force Majeure. Neither Manager nor Sprint PCS, as the case may
be, is in breach of any covenant in this agreement and no Event of Termination
will occur as a result of the failure of such party to comply with such
covenant, if such party's non-compliance with the covenant results primarily
from:

               (i) any FCC order or any other injunction issued by any
     governmental authority impeding the party's ability to comply with the
     covenant;

               (ii) the failure of any governmental authority to grant any
     consent, approval, waiver, or authorization or any delay on the part of any
     governmental authority in granting any consent, approval, waiver or
     authorization;

               (iii) the failure of any vendor to deliver in a timely manner any
     equipment or services; or

               (iv) any act of God, act of war or insurrection, riot, fire,
     accident, explosion, labor unrest, strike, civil unrest, work stoppage,
     condemnation or any similar cause or event not reasonably within the
     control of such party.

     17.10 Waiver of Jury Trial. EACH PARTY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

     17.11 Binding Effect. Except as otherwise provided in this agreement, this
agreement is binding upon and inures to the benefit of the parties and their
respective and permitted successors, transferees, and assigns, including any
permitted successor, transferee or assignee of the Service Area Network or of
the License. The parties intend that this agreement bind only the party signing
this agreement and that the agreement is not binding on the Related Parties of a
party unless the agreement expressly provides that Related Parties are bound.

     17.12 Governing Law. The internal laws of the State of Missouri (without
regard to principles of conflicts of law) govern the validity of this agreement,
the construction of its terms, and the interpretation of the rights and duties
of the parties.

     17.13 Severability. The parties intend every provision of this agreement to
be severable. If any provision of this agreement is held to be illegal, invalid,
or unenforceable for any reason, the parties intend that a court enforce the
provision to the maximum extent permissible so as to effect the intent of the
parties (including the enforcement of the remaining provisions). If necessary to
effect the intent of the parties, the parties will negotiate in good faith to
amend this agreement to replace the unenforceable provision with an enforceable
provision that reflects the original intent of the parties.

     17.14 Limitation of Liability. NO PARTY WILL BE LIABLE TO THE OTHER PARTY
FOR SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES,
OR LOSS OF PROFITS, ARISING FROM THE RELATIONSHIP OF THE PARTIES OR THE CONDUCT
OF BUSINESS UNDER, OR BREACH OF, THIS AGREEMENT, EXCEPT WHERE SUCH DAMAGES OR
LOSS OF PROFITS ARE CLAIMED BY OR AWARDED TO A THIRD PARTY IN A CLAIM OR ACTION
AGAINST WHICH A PARTY TO THIS AGREEMENT HAS A SPECIFIC OBLIGATION TO INDEMNIFY
ANOTHER PARTY TO THIS AGREEMENT.


                                     Page 51
<PAGE>

     17.15 No Assignment; Exceptions.

          17.15.1 General. Neither party will, directly or indirectly, assign
this agreement or any of the party's rights or obligations under this agreement
without the prior written consent of the other party, except as otherwise
specifically provided in this Section 17.15. Sprint PCS may deny its consent to
any assignment or transfer in its sole discretion except as otherwise provided
in this Section 17.15.

          Any attempted assignment of this agreement in violation of this
Section 17.15 will be void and of no effect.

          A party may assign this agreement to a Related Party of the party,
except that Manager cannot assign this agreement to a Related Party that is a
significant competitor of Sprint, Sprint PCS or their respective Related Parties
in the telecommunications business. Except as provided in Section 17.15.5, an
assignment does not release the assignor from its obligations under this
agreement unless the other party to this agreement consents in writing in
advance to the assignment and expressly grants a release to the assignor.

          Except as provided in Section 17.15.5, Sprint PCS must not assign this
agreement to any entity that does not also own the License covering the Service
Area directly or indirectly through a Related Party. Manager must not assign
this agreement to any entity (including a Related Party), unless such entity
assumes all rights and obligations under the Services Agreement, the Trademark
License Agreements and any related agreements.

          17.15.2 Assignment Right of Manager to Financial Lender. If Manager is
no longer able to satisfy its financial obligations and other duties, then
Manager has the right to assign its obligations and rights under this agreement
to its Financial Lender, if:

               (a) Manager or Financial Lender provides Sprint PCS at least 10
     days advance written notice of such assignment;

               (b) Financial Lender cures or commits to cure any outstanding
     material breach of this agreement by Manager prior to the end of any
     applicable cure period. If Financial Lender fails to make a timely cure
     then Sprint PCS may exercise its rights under Section 11;

               (c) Financial Lender agrees to serve as an interim trustee for
     the obligations and duties of Manager under this agreement for a period not
     to exceed 180 days. During this interim period, Financial Lender must
     identify a proposed successor to assume the obligations and rights of
     Manager under this agreement;

               (d) Financial Lender assumes all of Manager's rights and
     obligations under the Services Agreement, the Trademark License Agreements
     and any related agreements; and

               (e) Financial Lender provides to Sprint PCS advance written
     notice of the proposed successor to Manager that Financial Lender has
     identified ("Successor Notice"). Sprint PCS may give to Financial Lender
     written notice of Sprint PCS' decision whether to consent to such proposed
     successor within 30 days after Sprint PCS' receipt of the Successor Notice.
     Sprint PCS may not unreasonably withhold such consent, except that Sprint
     PCS is not required to consent to a proposed successor that:

                    (i) has, in the past, materially breached prior agreements
          with Sprint PCS or its Related Parties;

                    (ii) is a significant competitor of Sprint PCS or its
          Related Parties in the telecommunications business;

                    (iii) does not meet Sprint PCS' reasonable credit criteria;

                    (iv) fails to execute an assignment of all relevant
          documents related to this agreement including the Services Agreement
          and the Trademark License Agreements; or

                    (v) refuses to assume the obligations of Manager under this
          Agreement, the Services Agreement, the Trademark License
          Agreements and any related agreements.

         If Sprint PCS fails to provide a response to Financial Lender within 30
days after receiving the Successor Notice, then the proposed successor is deemed
rejected. Any Financial Lender disclosed on the Build-out Plan on Exhibit 2.1 is
deemed acceptable to Sprint PCS.


                                    Page 52
<PAGE>


          17.15.3 Change of Control Rights. If there is a Change of Control
of Manager, then:

               (a) Manager must provide to Sprint PCS advance written notice
     detailing relevant and appropriate information about the new ownership
     interests effecting the Change of Control of Manager.

               (b) Sprint PCS must provide to Manager written notice of its
     decision whether to consent to or reject the proposed Change of Control
     within 30 days after its receipt of such notice. Sprint PCS may not
     unreasonably withhold such consent, except that Sprint PCS is not required
     to consent to a Change of Control in which:

                    (i) the final controlling entity or any of its Related
          Parties has in the past materially breached prior agreements with
          Sprint PCS or its Related Parties;

                    (ii) the final controlling entity or any of its Related
          Parties is a significant competitor of Sprint PCS or its Related
          Parties in the telecommunications business;

                    (iii) the final controlling entity does not meet Sprint PCS'
          reasonable credit criteria;

                    (iv) the final controlling entity fails to execute an
          assignment of all relevant documents related to this agreement
          including the Services Agreement and the Trademark License Agreements;
          or

                    (v) the final controlling entity or its Related Parties
          refuse to assume the obligations of Manager under this agreement.

                  (c) In the event that Sprint PCS provides notice that it does
not consent to the Change of Control, Manager is entitled to either:

                    (i) contest such determination pursuant to the dispute
          resolution procedure in Section 14; or

                    (ii) abandon the proposed Change of Control.

               (d) Nothing in this agreement requires Sprint PCS' consent to:

                    (i) a public offering of Manager that does not result in a
          Change of Control (i.e., a shift from one party being in control to no
          party being in control is not a Change of Control); or

                    (ii) a recapitalization or restructuring of the ownership
          interests of Manager that Manager determines is necessary to:

                         (A) facilitate the acquisition of commercial financing
               and lending arrangements that will support Manager's operations
               and efforts to fulfill its obligations under this agreement; and

                         (B) that does not constitute a Change of Control.

               (e) "Change of Control" means a situation where in any one
     transaction or series of related transactions occurring during any 365-day
     period, the ultimate parent entity of the Manager changes. The ultimate
     parent entity is to be determined using the Hart-Scott-Rodino Antitrust
     Improvements Act of 1976 rules. A Change of Control does not occur if:

                    (i) a party changes the form of its organization without
          materially changing their ultimate ownership (e.g., converting from a
          limited partnership to a limited liability company); or

                    (ii) one of the owners of the party on the date of this
          agreement or on the date of the closing of Manager's initial equity
          offering for purposes of financing its obligations under this
          agreement ultimately gains control over the party, unless such party
          is a significant competitor of Sprint PCS or Sprint PCS' Related
          Parties in the telecommunications business.



                                    Page 53
<PAGE>


          17.15.4 Right of First Refusal. Notwithstanding any other provision in
this agreement, Manager grants Sprint PCS the right of first refusal described
below. If Manager determines it wishes to sell an Offered Interest, upon
receiving any Offer to purchase an Offered Interest, Manager agrees to promptly
deliver to Sprint PCS an Offer Notice. The Offer Notice is deemed to constitute
an offer to sell to Sprint PCS, on the terms set forth in the Offer, all but not
less than all of the Offered Interest. Sprint PCS will have a period of 60 days
from the date of the Offer Notice to notify Manager that it agrees to purchase
the Offered Interest on such terms. If Sprint PCS timely agrees in writing to
purchase the Offered Interest, the parties will proceed to consummate such
purchase not later than the 180th day after the date of the Offer Notice. If
Sprint PCS does not agree within the 60-day period to purchase the Offered
Interest, Manager will have the right, for a period of 120 days after such 60th
day, subject to the restrictions set forth in this Section 17, to sell to the
person or entity identified in the Offer Notice all of the Offered Interest on
terms and conditions no less favorable to Manager than those set forth in the
Offer. If Manager fails to sell the Offered Interest to such person or entity on
such terms and conditions within such 120-day period, Manager will again be
subject to the provisions of this Section 17.15.4 with respect to the Offered
Interest.

          17.15.5 Transfer of Sprint PCS Network. Sprint PCS may sell, transfer
or assign the Sprint PCS Network or any of the Licenses, including its rights
and obligations under this agreement, the Services Agreement and any related
agreements, to a third party without Manager's consent so long as the third
party assumes the rights and obligations under this agreement and the Services
Agreement. Manager agrees that Sprint PCS and Sprint PCS' Related Parties will
be released from any and all obligations under and with respect to any and all
such agreements upon such sale, transfer or assignment in accordance with this
Section 17.15.5, without the need for Manager to execute any document to effect
such release.

     17.16 Provision of Services by Sprint Spectrum. As described in the
Recitals, the party or parties to this agreement that own the Licenses are
referred to in this agreement as "Sprint PCS." Sprint Spectrum will provide most
or all of the services required to be provided by Sprint PCS under this
agreement on behalf of Sprint PCS, other than the services to be rendered by
Manager. For example, Sprint Spectrum is the party to the contracts relating to
the national distribution network, the roaming and long distance services, and
the procurement arrangements. Accordingly, Sprint PCS and Manager will deal with
Sprint Spectrum to provide many of the attributes of the Sprint PCS Network.

     17.17 Number Portability. Manager understands that the manner in which
customers are assigned to the Service Area Network could change as telephone
numbers become portable without any relation to the service area in which they
are initially activated. To the extent the relationship between NPA-NXX and the
Service Area changes, Sprint PCS will develop an alternative system to attempt
to assign customers who primarily live and work in the Service Area to the
Service Area. The terms of this agreement will be deemed to be amended to
reflect the new system that Sprint PCS develops.

     17.18 Disclaimer of Agency. Neither party by this agreement makes the other
party a legal representative or agent of the party, nor does either party have
the right to obligate the other party in any manner, except if the other party
expressly permits the obligation by the party or except for provisions in this
agreement expressly authorizing one party to obligate the other.

     17.19 Independent Contractors. The parties do not intend to create any
partnership, joint venture or other profit-sharing arrangement, landlord-tenant
or lessor-lessee relationship, employer-employee relationship, or any other
relationship other than that expressly provided in this agreement. Neither party
to this agreement has any fiduciary duty to the other party.

     17.20 Expense. Each party bears the expense of complying with this
agreement except as otherwise expressly provided in this agreement. The parties
must not allocate any employee cost or other cost to the other party, except as
otherwise provided in the Program Requirements or to the extent the parties
expressly agree in advance to the allocation.


                                    Page 54
<PAGE>

     17.21 General Terms. (a) This agreement is to be interpreted in
accordance with the following rules of construction:

               (i) The definitions in this agreement apply equally to both the
     singular and plural forms of the terms defined unless the context otherwise
     requires.

               (ii) The words "include," "includes" and "including" are deemed
     to be followed by the phrase "without limitation".

               (iii) All references in this agreement to Sections and Exhibits
     are references to Sections of, and Exhibits to, this agreement, unless
     otherwise specified; and

               (iv) All references to any agreement or other instrument or
     statute or regulation are to it as amended and supplemented from time to
     time (and, in the case of a statute or regulation, to any corresponding
     provisions of successor statutes or regulations), unless the context
     otherwise requires.

          (b) Any reference in this agreement to a "day" or number of "days"
(without the explicit qualification of "Business") is a reference to a calendar
day or number of calendar days. If any action or notice is to be taken or given
on or by a particular calendar day, and the calendar day is not a Business Day,
then the action or notice may be taken or given on the next Business Day.

     17.22 Conflicts with Other Agreements. The provisions of this Management
Agreement govern over those of the Services Agreement if the provisions
contained in this agreement conflict with analogous provisions in the Services
Agreement. The provisions of each Trademark License Agreement governs over those
of this agreement if the provisions contained in this agreement conflict with
analogous provisions in a Trademark License Agreement.

     17.23 Survival Upon Termination. The provisions of Sections 10, 11.4, 11.5,
11.6, 12.2, 13, 14, 16 and 17 of this agreement will survive any termination of
this agreement.

     17.24 Announced Transaction. Sprint Enterprises, L.P., TCI Telephony
Services, Inc., Comcast Telephony Services and Cox Telephony Partnership have
executed a Restructuring and Merger Agreement and related agreements that
provide for restructuring the ownership of Sprint Spectrum L.P., SprintCom,
Inc., PhillieCo Partners I, L.P., and Cox Communications PCS, L.P. Upon
consummation of the transactions contemplated by those agreements, Sprint would
control each of the four entities. While Sprint and Sprint PCS anticipate the
proposed transactions will be consummated, there can be no assurances.

     17.25 Additional Terms and Provisions. Certain additional and supplemental
terms and provisions of this agreement, if any, are set forth in the Addendum to
Sprint PCS Management Agreement attached hereto and incorporated herein by this
reference. Manager represents and warrants that the Addendum also describes all
existing contracts and arrangements (written or verbal) that relate to or affect
the rights of Sprint PCS or Sprint under this agreement (e.g., agreements
relating to long distance telephone services (Section 3.4) or backhaul and
transport services (Section 3.7)).

     17.26 Master Signature Page. Each party agrees that it will execute the
Master Signature Page that evidences such party's agreement to execute, become a
party to and be bound by this agreement, which document is incorporated herein
by this reference.

     17.27 Agent Authorization. Because of the close operational relationship
between the parties listed together below, each entity authorizes the other
entity to act on its behalf in every capacity under this agreement: (a)
WirelessCo, L.P. and Sprint Spectrum L.P.; (b) Cox PCS License, L.L.C. and Cox
Communications PCS, L.P.; (c) APC PCS, LLC and American PCS Communications, LLC;
and (d) PhillieCo, L.P. and PhillieCo Partners I, L.P.

          [the remainder of this page is intentionally left blank]


                                    Page 55

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.50
<SEQUENCE>15
<FILENAME>file015.txt
<DESCRIPTION>SPRINT PCS SERVICES AGREEMENT
<TEXT>

<PAGE>


Exhibit 10.50
-------------


                                SPRINT TRADEMARK
                                AND SERVICE MARK
                                LICENSE AGREEMENT

                                     BETWEEN

                       SPRINT COMMUNICATIONS COMPANY, L.P.

                                       AND


                               SOUTHWEST PCS, L.P


                            DATED AS OF JULY 10, 1998

<PAGE>


                          SPRINT PCS SERVICES AGREEMENT

        This SERVICES AGREEMENT is made July 10, 1998, by and between Sprint
Spectrum L.P., a Delaware limited partnership ("Sprint Spectrum"), Southwest
PCS, L.P., an Oklahoma limited partnership, and (but not any Related Party)
("Manager"). The definitions for this agreement are set forth on the "Schedule
of Definitions".

                                  RECITALS

        A. Manager and the holder of the License ("Sprint PCS") are
entering into a Management Agreement contemporaneously with the execution
of this agreement, under which Manager will design, construct, operate,
manage and maintain a wireless services network in the Service Area in
accordance with Sprint PCS standards and will offer and promote Sprint PCS
Products and Services that operate on the Sprint PCS Network.

        B. Manager desires to enter into this agreement with Sprint
Spectrum, under which Sprint Spectrum may furnish certain services to
Manager to assist Manager to build out, operate, manage and maintain the
Service Area Network under the License.

                                 AGREEMENT

        In consideration of the recitals and mutual covenants and
agreements contained in this agreement, the sufficiency of which are hereby
acknowledged, the parties, intending to be bound, agree as follows:


                        1. ENGAGEMENT OF SPRINT SPECTRUM

        1.1 Engagement of Sprint Spectrum. Manager engages Sprint Spectrum
to assist Manager with certain specified services in connection with the
operations of Manager and in building out, operating, managing and
maintaining the Service Area Network, subject to the terms and conditions
of this agreement. Sprint Spectrum accepts the engagement and will use the
same effort and demonstrate the same care in performing its obligations
under this agreement as it uses in conducting its own business. Manager
will use the efforts and demonstrate the care necessary for Sprint Spectrum
to meet its obligations under this agreement. When providing the Selected
Services, Sprint Spectrum will provide those services to Manager in the
same manner it provides those services to its own business, including the
use of third party vendors to provide certain Selected Services.

        1.2 Reliance on Manager. Manager understands that Sprint Spectrum's
ability to provide the Selected Services will depend largely on Manager's
compliance with the Sprint PCS Program Requirements under the Management
Agreement and cooperation with Sprint Spectrum. Manager agrees to comply
with such requirements and to cooperate with Sprint Spectrum to enable
Sprint Spectrum to perform its obligations under this agreement.

        1.3 Non-exclusive Service. Nothing contained in this agreement
confers upon Manager an exclusive right to any of the Available Services.
Sprint Spectrum may contract with others to provide expertise and services
identical or similar to those to be made available or provided to Manager
under this agreement.

        1.4 Manager's Use of Services. Manager agrees it will only use the
Selected Services in connection with its Service Area Network. Manager will
not use the Selected Services in connection with any other business or outside
the Service Area.


                                2. SERVICES

         2.1 Available Services; Selected Services.

            2.1.1 Available Services. Subject to the terms of this
agreement, Manager may obtain any of the Available Services from Sprint
Spectrum in accordance with the provisions of this Section 2.1. The
Available Services offered from time to time and the fees charged for such
Available Services will be set forth on the then-current Exhibit 2.1.1 (the
"Available Services and Fees Schedule"). If Sprint Spectrum offers any new
Available Service, it will deliver a new Exhibit 2.1.1 indicating the new
service and the fee for the new service.

            Manager may select one or more of the categories of Available
Services. If Manager selects a particular category of services it must take
and pay for all of the services under the category selected; Manager may
not select only particular services within that category.

                                     Page 1

<PAGE>

            If Sprint Spectrum determines to no longer offer an Available
Service and the service is not a Selected Service, then Sprint Spectrum may
give Manager written notice at any time during the term of this agreement
that Sprint Spectrum no longer offers the Available Service.

            Sprint Spectrum may modify Exhibit 2.1.1 from time to time.
Exhibit 2.1.1 will be deemed amended upon delivery of the new Exhibit 2.1.1
to Manager.

            2.1.2 Selected Services. During the term of this agreement, and
subject to the terms of this agreement, Manager has selected, and Sprint
Spectrum has agreed to furnish or cause to be furnished to Manager, the
Available Services listed on Exhibit 2.1.2 (which listed services will be
the Selected Services). Sprint Spectrum may require from time to time that
certain Available Services be Selected Services where necessary to comply
with legal or regulatory requirements (e.g., mandatory provision of
emergency 911 service) or applicable operating constraints (e.g., delivery
of merchandise to the regional distribution centers of national retail
distributors).

            2.1.3 Changes to Selected Services. If Manager determines it no
longer requires a Selected Service, then Manager must give Sprint Spectrum
written notice at least 3 months prior to the date on which Manager wishes
to discontinue its use of such Selected Service.

            If Sprint Spectrum determines to no longer offer an Available
Service and such service is one of Manager's Selected Services, then Sprint
Spectrum must give Manager written notice at least 9 months prior to its
discontinuance of such Available Service that Sprint Spectrum will no
longer offer such Available Service. If the Available Service to be
discontinued is required by Sprint Spectrum to be a Selected Service, then
Sprint Spectrum will use commercially reasonable efforts to (a) help
Manager provide the service itself or find another vendor to provide the
service, and (b) facilitate Manager's transition to the new service
provider.

            2.1.4 Performance of Selected Services. Sprint Spectrum may
select the method, location and means of providing the Selected Services.
If Sprint Spectrum wishes to use Manager's facilities to provide the
Selected Services, Sprint Spectrum must obtain Manager's prior written
consent.

        2.2 Third Party Vendors. Some of the Available Services might be
provided by third party vendors under arrangements between Sprint Spectrum
and the third party vendors. In some instances, Manager may receive
Available Services from a third party vendor under the same terms and
conditions that Sprint Spectrum receives such services. In other instances,
Manager may receive Available Services under the terms and conditions set
forth in an agreement between Manager and the third party vendor. If
Manager wishes to engage a third party vendor to provide Available
Services, Selected Services, or Available Services that Sprint Spectrum
will no longer offer, Manager must first obtain Sprint Spectrum's prior
written consent, which consent will not be unreasonably withheld. Before
Manager may obtain from the third party vendor any Available Services,
Selected Services, or Available Services that Sprint Spectrum will no
longer offer, such vendor must execute an agreement prepared by Sprint
Spectrum that obligates the vendor to maintain the confidentiality of any
proprietary information and that prohibits the vendor from using any
proprietary technology, information or methods for its benefit or the
benefit of any other person or entity. Manager's use of a third party
vendor that is not providing Available Services to Manager on behalf of
Sprint PCS under the Management Agreement will not qualify for assumed
compliance with the Program Requirements under Sections 7.1(a)(ii) or
8.1(b) of the Management Agreement.

        2.3 Contracts. Manager will notify Sprint Spectrum of any contract
or other arrangement Manager has with any other party that will affect how
Sprint Spectrum is to provide the Selected Services.

                                     Page 2

<PAGE>

                          3. FEES FOR SELECTED SERVICES

        3.1 Payment of Fees. Sprint Spectrum and Manager agree that the
fees for the Available Services will initially be those set forth on
Exhibit 2.1.1, which fees represent an adjustment to any fees paid by
Sprint PCS to Manager under Section 10 of the Management Agreement. The
monthly charge for any fees based on the number of subscribers of the
Service Area Network will be determined based on the number of subscribers
as of the 15th day of the month for which the charge is being calculated.
Manager agrees to pay the fees to Sprint Spectrum within 20 days after the
date of the invoice. If Manager enters into an agreement with a third party
vendor under Section 2.2, Manager agrees to pay the fees for the services
rendered by the third party vendor in accordance with the terms and
conditions of such agreement.

        3.2 Adjustment of Fees. Sprint Spectrum may change the fee for any
service it provides once during any 12-month period by delivering a new
Exhibit 2.1.1 to Manager. Exhibit 2.1.1 will be deemed amended on the
effective date noted on the new Exhibit 2.1.1, which will be at least 30
days after delivering the new Exhibit 2.1.1. Manager must notify Sprint
Spectrum in writing before the effective date of the new Exhibit 2.1.1 if
Manager wishes to discontinue a Selected Service for which the price is
being increased (a "Cancelled Service"). If Manager discontinues a Selected
Service under this Section 3.2, Sprint Spectrum will, at Manager's option,
continue to provide the Cancelled Service and to charge Manager the current
fee (i.e., the fee under the Exhibit 2.1.1 in effect on the date Manager
gives its cancellation notice to Sprint Spectrum) for the Cancelled Service
for up to 9 months from the date Sprint Spectrum gives Manager notice of
the price change or until Manager no longer needs the Cancelled Service,
whichever occurs first. If Sprint Spectrum continues to provide the
Cancelled Service after the 9-month period, Sprint Spectrum will apply the
new fee, under the new Exhibit 2.1.1, and such fee will be applied
retroactively as of the effective date of the new schedule. Manager agrees
to pay such retroactive charge within 10 days after the date of the invoice
for such charge.

        3.3 Late Payments. Any payment due under this Section 3 that is not
paid by Manager to Sprint Spectrum in accordance with the terms of this
agreement will bear interest at the Default Rate beginning (and including)
the 6th day after the due date until (and including) the date on which such
payment is made.


                4. TERM; TERMINATION; EFFECT OF TERMINATION

        4.1 Term. This agreement commences on the date of execution and
continues until the Management Agreement terminates. This agreement
automatically terminates upon termination of the Management Agreement.
Neither party may terminate this agreement for any reason other than the
termination of the Management Agreement.

        4.2 Effect of Termination. Upon the termination of this agreement,
all rights and obligations of each party under this agreement will
immediately cease, except that:

        (a) Any rights arising out of a breach of any terms of this
    agreement will survive any termination of this agreement;

        (b) The provisions of this Section 4.2 and Sections 5.2, 6, 7, and
    9 will survive any termination of this agreement; and

        (c) The payment obligations under Section 3 will survive any
    termination of this agreement if, and to the extent, any fees have
    accrued or are otherwise due and owing from Manager to Sprint Spectrum
    or any Sprint Spectrum Related Party as of the date of termination of
    this agreement.


               5. BOOKS AND RECORDS; CONFIDENTIAL INFORMATION

        5.1 Books and Records.

            5.1.1 General. Each party must keep and maintain books and
records to support and document any fees, costs, expenses or other charges
due in connection with the provisions set forth in this agreement. The
records must be retained for a period of at least 3 years after the fees,
costs, expenses or other charges to which the records relate have accrued
and have been paid, or such other period as may be required by law.

                                     Page 3
<PAGE>


            5.1.2 Audit. On reasonable advance written notice by the
Manager, but no more frequently than annually, Sprint PCS will provide a
report issued in conformity with Statement of Auditing Standard No. 70
"Reports on the Processing of Transactions by Service Organizations" ("Type
II Report" or "Manager Management Report"). Such report will be prepared by
independent auditors and will provide an opinion on the controls placed in
operation and tests of operating effectiveness of those controls in effect
at Sprint PCS over the Manager Management Processes. "Manager Management
Processes" include those services generally provided within the Management
Agreement, primarily billing and collection of Collected Revenues. The
Manager is responsible for costs incurred attributable to such requested
procedures with respect to the services provided under this agreement,
including without limitation discussion of the billing and collection of
Collected Revenues. This report will be made available to the other party
upon such other party's request.

            5.1.3 Contesting an Audit. If the party that did not
select the independent auditor does not agree with the findings of the
audit, then such party can contest the findings by providing notice of such
disagreement to the other party (the "Dispute Notice"). The date of
delivery of such notice is the "Dispute Notice Date." If the parties are
unable to resolve the disagreement within 10 Business Days after the
Dispute Notice Date, they will resolve the disagreement in accordance with
the following procedures.

            The two parties and the auditor that conducted the audit will
all agree on an independent certified public accountant with a regional or
national accounting practice in the wireless telecommunications industry
(the "Arbiter") within 15 Business Days after the Dispute Notice Date. If,
within 15 Business Days after the Dispute Notice Date, the three parties
fail to agree on the Arbiter, then at the request of either party to this
agreement, the Arbiter will be selected pursuant to the rules then in
effect of the American Arbitration Association. Each party will submit to
the Arbiter within 5 Business Days after its selection and engagement all
information reasonably requested by the Arbiter to enable the Arbiter to
independently resolve the issue that is the subject of the Dispute Notice.
The Arbiter will make its own determination of the amount of fees, costs,
expenses or other charges payable under this agreement with respect to the
period audited. The Arbiter will issue a written report of its
determination in reasonable detail and will deliver a copy of the report to
the parties within 10 Business Days after the Arbiter receives all of the
information reasonably requested. The determination made by the Arbiter
will be final and binding and may be enforced by any court having
jurisdiction. The parties will cooperate fully in assisting the Arbiter and
will take such actions as are necessary to expedite the completion of and
to cause the Arbiter to expedite its assignment.

            If the amount owed by a contesting party is reduced by more
than 10% or the amount owed to a contesting party is increased by more than
10% then the non-contesting party will pay the costs and expenses of the
Arbiter, otherwise the contesting party will pay the costs and expenses of
the Arbiter.

        5.2 Confidential Information.

            (a) Except as specifically authorized by this agreement, each
of the parties must, for the term of this agreement and 3 years after the
date of termination of this agreement, keep confidential, not disclose to
others and use only for the purposes authorized in this agreement, all
Confidential Information disclosed by the other party to the party in
connection with this agreement, except that the foregoing obligation will
not apply to the extent that any Confidential Information:

            (i) is or becomes, after disclosure to a party, publicly known
    by any means other than through unauthorized acts or omissions of the
    party or its agents; or

                                     Page 4

<PAGE>


            (ii) is disclosed in good faith to a party by a third party
    entitled to make the disclosure.

            (b) Notwithstanding the foregoing, a party may use, disclose or
authorize the disclosure of Confidential Information that it receives that:

            (i) has been published or is in the public domain, or that
    subsequently comes into the public domain, through no fault of the
    receiving party;

            (ii) prior to the effective date of this agreement was properly
    within the legitimate possession of the receiving party, or subsequent
    to the effective date of this agreement, is lawfully received from a
    third party having rights to publicly disseminate the Confidential
    Information without any restriction and without notice to the recipient
    of any restriction against its further disclosure;

            (iii) is independently developed by the receiving party through
    persons or entities who have not had, either directly or indirectly,
    access to or knowledge of the Confidential Information;

            (iv) is disclosed to a third party consistent with the terms of
    the written approval of the party originally disclosing the
    information;

            (v) is required by the receiving party to be produced under
    order of a court of competent jurisdiction or other similar
    requirements of a governmental agency, and the Confidential Information
    will otherwise continue to be Confidential Information required to be
    held confidential for purposes of this agreement;

            (vi) is required by the receiving party to be disclosed by
    applicable law or a stock exchange or association on which the
    receiving party's securities (or those of its Related Parties) are or
    may become listed; or

            (vii) is disclosed by the receiving party to a financial
    institution or accredited investor (as that term is defined in Rule
    501(a) under the Securities Act of 1933) that is considering providing
    financing to the receiving party and which financial institution or
    accredited investor has agreed to keep the Confidential Information
    confidential in accordance with an agreement at least as restrictive as
    this Section 5.

            (c) The party making a disclosure under Sections 5.2(b)(v),
5.2(b)(vi) or 5.2(b)(vii) must inform the non-disclosing party as promptly
as is reasonably necessary to enable the non-disclosing party to take
action to, and use the disclosing party's reasonable best efforts to, limit
the disclosure and maintain confidentiality to the extent practicable.

            (d) Manager will not, except when serving in the capacity of
Manager under this agreement, use any Confidential Information of any kind
that it receives under or in connection with this agreement. For example,
if Manager operates a wireless company in a different licensed area,
Manager may not use any of the Confidential Information received under or
in connection with this agreement in operating its other wireless business.


                             6. INDEMNIFICATION

        6.1 Indemnification by Sprint Spectrum. Sprint Spectrum agrees to
indemnify, defend and hold harmless Manager, its directors, managers,
officers and employees from and against any and all claims, demands, causes
of action, losses, actions, damages, liability and expense, including costs
and reasonable attorneys' fees, against Manager, its directors, managers,
officers and employees arising from or relating to the violation by Sprint
Spectrum, its directors, officers, employees, contractors, subcontractors,
agents or representatives of any law, regulation or ordinance applicable to
Sprint Spectrum in its performance of the Selected Services, or by Sprint
Spectrum's, or its directors', officers', employees', contractors',
subcontractors', agents' or representatives' breach of any representation,
warranty or covenant contained in this agreement, except where and to the
extent the claim, demand, cause of action, loss, action, damage, liability
and expense results from the negligence or willful misconduct of Manager,
its directors, managers, officers, employees, agents or representatives.
Sprint Spectrum's indemnification obligations under this Section 6.1 do not
apply to any third party vendors that provide services (including Selected
Services) directly to Manager or Manager's Related Parties under a separate
agreement.

                                     Page 5

<PAGE>

        6.2 Indemnification by Manager. Manager agrees to indemnify, defend
and hold harmless Sprint Spectrum, its directors, officers and employees
from and against any and all claims, demands, causes of action, losses,
actions, damages, liability and expense, including costs and reasonable
attorneys' fees, against Sprint Spectrum, its directors, officers and
employees arising from or relating to Manager's, or its directors',
managers', officers', employees', contractors', subcontractors', agents' or
representatives' violation of any law, regulation or ordinance applicable
to Manager, or by Manager's, or its directors', managers', officers',
employees', contractors', subcontractors', agents' or representatives'
breach of any representation, warranty or covenant contained in this
agreement, Manager's ownership of the Operating Assets or the operation of
the Service Area Network, except where and to the extent the claim, demand,
cause of action, loss, action, damage, liability and expense results from
the negligence or willful misconduct of Sprint Spectrum, its directors,
officers, employees, contractors, subcontractors, agents or
representatives.

        6.3 Procedure.

            6.3.1 Notice. Any party being indemnified ("Indemnitee") will
give the party making the indemnification ("Indemnitor") written notice as
soon as practicable but no later than 5 Business Days after the party
becomes aware of the facts, conditions or events that give rise to the
claim for indemnification if:

            (1) any claim or demand is made or liability is asserted
    against Indemnitee; or

            (2) any suit, action, or administrative or legal proceeding is
    instituted or commenced in which Indemnitee is involved or is named as
    a defendant either individually or with others.

            Failure to give notice as described in this Section 6.3.1 does
not modify the indemnification obligations of this provision, except if
Indemnitor is harmed by failure to provide timely notice to Indemnitor,
then Indemnitor does not have to indemnify Indemnitee for the harm caused
by the failure to give the timely notice.

            6.3.2 Defense by Indemnitor. If within 30 days after giving
notice Indemnitee receives written notice from Indemnitor stating that
Indemnitor disputes or intends to defend against the claim, demand,
liability, suit, action or proceeding, then Indemnitor will have the right
to select counsel of its choice and to dispute or defend against the claim,
demand, liability, suit, action or proceeding, at its expense.

            Indemnitee will fully cooperate with Indemnitor in the dispute
or defense so long as Indemnitor is conducting the dispute or defense
diligently and in good faith. Indemnitor is not permitted to settle the
dispute or claim without the prior written approval of Indemnitee, which
approval will not be unreasonably withheld. Even though Indemnitor selects
counsel of its choice, Indemnitee has the right to retain additional
representation by counsel of its choice to participate in the defense at
Indemnitee's sole cost and expense.

            6.3.3 Defense by Indemnitee. If no notice of intent to dispute
or defend is received by Indemnitee within the 30-day period, or if a
diligent and good faith defense is not being or ceases to be conducted,
Indemnitee has the right to dispute and defend against the claim, demand or
other liability at the sole cost and expense of Indemnitor and to settle
the claim, demand or other liability, and in either event to be indemnified
as provided in this Section 6. Indemnitee is not permitted to settle the
dispute or claim without the prior written approval of Indemnitor, which
approval will not be unreasonably withheld.

                                     Page 6

<PAGE>


            6.3.4 Costs. Indemnitor's indemnity obligation includes
reasonable attorneys' fees, investigation costs, and all other reasonable
costs and expenses incurred by Indemnitee from the first notice that any
claim or demand has been made or may be made, and is not limited in any way
by any limitation on the amount or type of damages, compensation, or
benefits payable under applicable workers' compensation acts, disability
benefit acts, or other employee benefit acts.


                           7. DISPUTE RESOLUTION

        7.1 Negotiation. The parties will attempt in good faith to resolve
any dispute arising out of or relating to this agreement promptly by
negotiation between or among representatives who have authority to settle
the controversy. Either party may escalate any dispute not resolved in the
normal course of business to the appropriate (as determined by the party)
officers of the parties by providing written notice to the other party.

        Within 10 Business Days after delivery of the notice, the
appropriate officers of each party will meet at a mutually acceptable time
and place, and thereafter as often as they deem reasonably necessary, to
exchange relevant information and to attempt to resolve the dispute.

        Either party may elect, by giving written notice to the other
party, to escalate any dispute arising out of or relating to the
determination of fees that is not resolved in the normal course of business
or by the audit process set forth in Sections 5.1.2 and 5.1.3, first to the
appropriate financial or accounting officers to be designated by each
party. The designated officers will meet in the manner described in the
preceding paragraph. If the matter has not been resolved by the designated
officers within 30 days after the notifying party's notice, either party
may elect to escalate the dispute to the appropriate (as determined by the
party) officers in accordance with the prior paragraphs of this Section
7.1.

        7.2 Unable to Resolve. If a dispute has not been resolved within 60
days after the notifying party's notice, the parties will continue to
operate under this agreement and sue the other party for damages or seek
other appropriate remedies as provided in this agreement, except neither
party may bring a suit for damages based on an event that occurs during the
first two years of this agreement.

        7.3 Attorneys and Intent. If an officer intends to be accompanied
at a meeting by an attorney, the other party's officer will be given at
least 3 Business Days prior notice of the intention and may also be
accompanied by an attorney. All negotiations under this Section 7 are
confidential and will be treated as compromise and settlement negotiations
for purposes of the Federal Rules of Civil Procedure and state rules of
evidence and civil procedure.


                     8. REPRESENTATIONS AND WARRANTIES

        Each party for itself makes the following representations and
warranties to the other party:

        8.1 Due Incorporation or Formation; Authorization of Agreements.
The party is either a corporation, limited liability company, or limited
partnership duly organized, validly existing and in good standing under the
laws of the jurisdiction of its organization. Manager is qualified to do
business and in good standing in every jurisdiction in which the Service
Area is located. The party has the full power and authority to execute and
deliver this agreement and to perform its obligations under this agreement.

        8.2 Valid and Binding Obligation. This agreement constitutes the
valid and binding obligation of the party, enforceable in accordance with
its terms, except as may be limited by principles of equity or by
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting the enforcement of creditors' rights generally.

                                     Page 7

<PAGE>


        8.3 No Conflict; No Default. Neither the execution, delivery and
performance of this agreement nor the consummation by the party of the
transactions contemplated in this agreement will conflict with, violate or
result in a breach of (a) any law, regulation, order, writ, injunction,
decree, determination or award of any governmental authority or any
arbitrator, applicable to such party, or (b) any term, condition or
provision of the articles of incorporation, certificate of limited
partnership, certificate of organization, bylaws, partnership agreement or
limited liability company agreement (or other governing documents) of such
party or of any material agreement or instrument to which such party is or
may be bound or to which any of its material properties or assets is
subject.

        8.4 Litigation. No action, suit, proceeding or investigation is
pending or, to the knowledge of the party, threatened against or affecting
the party or any of its properties, assets or businesses in any court or
before or by any governmental agency that could, if adversely determined,
reasonably be expected to have a material adverse effect on the party's
ability to perform its obligations under this agreement. The party has not
received any currently effective notice of any default that could
reasonably be expected to result in a breach of the preceding sentence.


                           9. GENERAL PROVISIONS

        9.1 Notices. Any notice, payment, demand, or communication required
or permitted to be given by any provision of this agreement must be in
writing and mailed (certified or registered mail, postage prepaid, return
receipt requested), sent by hand or overnight courier, or sent by facsimile
(with acknowledgment received and a copy sent by overnight courier),
charges prepaid and addressed described on the Notice Address Schedule
attached to the Master Signature Page, or to any other address or number as
the person or entity may from time to time specify by written notice to the
other parties.

        All notices and other communications given to a party in accordance
with the provisions of this agreement will be deemed to have been given
when received.

        9.2 Construction. This agreement will be construed simply according
to its fair meaning and not strictly for or against either party.

        9.3 Headings. The table of contents, section and other headings
contained in this agreement are for reference purposes only and are not
intended to describe, interpret, define, limit or expand the scope, extent
or intent of this agreement.

        9.4 Further Action. Each party agrees to perform all further acts
and execute, acknowledge, and deliver any documents that may be reasonably
necessary, appropriate, or desirable to carry out the intent and purposes
of this agreement.

        9.5 Specific Performance. Each party agrees with the other party
that the party would be irreparably damaged if any of the provisions of
this agreement were not performed in accordance with their specific terms
and that monetary damages alone would not provide an adequate remedy.
Accordingly, in addition to any other remedy to which the non-breaching
party may be entitled, at law or in equity, the non-breaching party will be
entitled to injunctive relief to prevent breaches of this agreement and
specifically to enforce the terms and provisions of this agreement.

        9.6 Entire Agreement; Amendments. The provisions of this agreement
and the Management Agreement (if Sprint Spectrum is a party to that
agreement) (including the exhibits to those agreements) set forth the
entire agreement and understanding between the parties as to the subject
matter of this agreement and supersede all prior agreements, oral or
written, and other communications between the parties relating to the
subject matter of this agreement. Except for Sprint Spectrum's right to
amend the Available Services and the fees charged for such services as
shown on Exhibit 2.1.1, and Manager's right to amend the Selected Services
listed on Exhibit 2.1.2, this agreement may be modified or amended only by
a written amendment signed by persons or entities authorized to bind each
party.

        9.7 Limitation on Rights of Others. Nothing in this agreement,
whether express or implied, will be construed to give any person or entity
other than the parties any legal or equitable right, remedy or claim under
or in respect of this agreement.

        9.8 Waivers; Remedies. The observance of any term of this agreement
may be waived (whether generally or in a particular instance and either
retroactively or prospectively) by the party entitled to enforce the term,
but any waiver is effective only if in a writing signed by the party
against which the waiver is to be asserted. Except as otherwise provided in
this agreement, no failure or delay of either party in exercising any power
or right under this agreement will operate as a waiver of the power or
right, nor will any single or partial exercise of any right or power
preclude any other or further exercise of the right or power or the
exercise of any other right or power.

                                     Page 8

<PAGE>


        Sprint Spectrum is not in breach of any covenant in this agreement,
if the occurence of the event or Sprint Spectrum's non-compliance with the
covenant results primarily from:

            (i) any FCC order or any other injunction issued by any
    governmental authority impeding the ability to comply with the
    covenant;

            (ii) the failure of any governmental authority to grant any
    consent, approval, waiver, or authorization or any delay on the part of
    any governmental authority in granting any consent, approval, waiver or
    authorization;

            (iii) the failure of any vendor to deliver in a timely manner
    any equipment or service; or

            (iv) any act of God, act of war or insurrection, riot, fire,
    accident, explosion, labor unrest, strike, civil unrest, work stoppage,
    condemnation or any similar cause or event not reasonably within the
    control of Sprint Spectrum.

        9.9 Waiver of Jury Trial. EACH PARTY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS AGREEMENT.

        9.10 Binding Effect. Except as otherwise provided in this
agreement, this agreement is binding upon and inures to the benefit of the
parties and their respective and permitted successors, transferees, and
assigns, including any permitted successor, transferee or assignee of the
Management Agreement. The parties intend that this agreement bind only the
party signing this agreement and that the agreement is not binding on the
Related Parties of a party unless the agreement provides that Related
Parties are bound.

        9.11 Governing Law. The internal laws of the State of Missouri
(without regard to principles of conflicts of law) govern the validity of
this agreement, the construction of its terms, and the interpretation of
the rights and duties of the parties.

        9.12 Severability. The parties intend every provision of this
agreement to be severable. If any provision of this agreement is held to be
illegal, invalid, or unenforceable for any reason, the parties intend that
a court enforce the provision to the maximum extent permissible so as to
effect the intent of the parties (including the enforcement of the
remaining provisions). If necessary to effect the intent of the parties,
the parties will negotiate in good faith to amend this agreement to replace
the unenforceable provision with an enforceable provision that reflects the
original intent of the parties.

        9.13 Limitation of Liability. NO PARTY WILL BE LIABLE TO THE OTHER
PARTY FOR SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR
PUNITIVE DAMAGES, OR LOSS OF PROFITS, ARISING FROM THE RELATIONSHIP OF THE
PARTIES OR THE CONDUCT OF BUSINESS UNDER, OR BREACH OF, THIS AGREEMENT,
EXCEPT WHERE SUCH DAMAGES OR LOSS OF PROFITS ARE CLAIMED BY OR AWARDED TO A
THIRD PARTY IN A CLAIM OR ACTION AGAINST WHICH A PARTY TO THIS AGREEMENT
HAS A SPECIFIC OBLIGATION TO INDEMNIFY ANOTHER PARTY TO THIS AGREEMENT.

        9.14 No Assignment; Exceptions. This agreement may only be assigned
in conjunction with and to the same party or parties to whom the Management
Agreement has been validly assigned under the Management Agreement's terms
and conditions.

                                     Page 9

<PAGE>


        9.15 Disclaimer of Agency. Neither party by this agreement makes
the other party a legal representative or agent of the party, nor does
either party have the right to obligate the other party in any manner,
except if the other party expressly permits the obligation by the party or
except for provisions in this agreement expressly authorizing one party to
obligate the other.

        9.16 Independent Contractors. The parties do not intend to create
any partnership, joint venture or other profit-sharing arrangement,
landlord-tenant or lessor- lessee relationship, employer-employee
relationship, or any other relationship other than that expressly provided
in this agreement. Neither party to this agreement has any fiduciary duty
to the other party.

        9.17 Expense. Each party bears the expense of complying with this
agreement except as otherwise expressly provided in this agreement.

        9.18 General Terms.

            (a) This agreement, including the attached Schedule of
Definitions, is to be interpreted in accordance with the following rules of
construction:

            (i) The definitions in this agreement apply equally to both the
    singular and plural forms of the terms defined unless the context
    otherwise requires;

            (ii) The words "include," "includes" and "including" are deemed
    to be followed by the phrase "without limitation";

            (iii) All references in this agreement to Sections and Exhibits
    are references to Sections of, and Exhibits to, this agreement, unless
    otherwise specified; and

            (iv) All references to any agreement or other instrument or
    statute or regulation are to it as amended and supplemented from time
    to time (and, in the case of a statute or regulation, to any
    corresponding provisions of successor statutes or regulations), unless
    the context otherwise requires.

                                     Page 10

<PAGE>


            (b) Any reference in this agreement to a "day" or number of
    "days" (without the explicit qualification of "Business") is a
    reference to a calendar day or number of calendar days. If any action
    or notice is to be taken or given on or by a particular calendar day,
    and the calendar day is not a Business Day, then the action or notice
    may be taken or given on the next Business Day.

        9.19 Conflicts with Management Agreement. The provisions of the
Management Agreement govern over those of this Services Agreement if the
provisions contained in this agreement conflict with analogous provisions
in the Management Agreement.

        9.20 Master Signature Page. Each party agrees that it will execute
the Master Signature Page that evidences such party's agreement to execute,
become a party to and be bound by this agreement, which document is
incorporated herein by this reference.





                                 SPRINT PCS


                             SERVICES AGREEMENT

                                  BETWEEN

                            SPRINT SPECTRUM L.P.

                                    AND

                            SOUTHWEST PCS, L.P.


                        DATED AS OF JANUARY 25, 1999


                                    Page 11
<PAGE>



<TABLE>
<CAPTION>

                                             TABLE OF CONTENTS

                                                                                                      Page
<S>                                                                                                   <C>
1.  ENGAGEMENT OF SPRINT SPECTRUM........................................................................1
        1.1       Engagement of Sprint Spectrum..........................................................1
        1.2       Reliance on Manager....................................................................2
        1.3       Non-exclusive Service..................................................................2
        1.4       Manager's Use of Services.    .........................................................2

2.  SERVICES.............................................................................................2
        2.1       Available Services; Selected Services..................................................2
                  2.1.1  Available Services..............................................................2
                  2.1.2  Selected Services...............................................................3
                  2.1.3  Changes to Selected Services....................................................3
                  2.1.4  Performance of Selected Services................................................3
        2.2       Third Party Vendors....................................................................3
        2.3       Contracts..............................................................................4

3.  FEES FOR SELECTED SERVICES...........................................................................4
        3.1       Payment of Fees........................................................................4
        3.2       Adjustment of Fees.....................................................................4
        3.3       Late Payments..........................................................................4
        3.4       Taxes..................................................................................5

4.  TERM; TERMINATION; EFFECT OF TERMINATION.............................................................5
        4.1       Term...................................................................................5
        4.2       Effect of Termination..................................................................5

5.  BOOKS AND RECORDS; CONFIDENTIAL INFORMATION..........................................................5
        5.1       Books and Records......................................................................5
                  5.1.1  General.........................................................................5
                  5.1.2  Audit...........................................................................6
                  5.1.3  Contesting an Audit.  ..........................................................6
        5.2       Confidential Information...............................................................7

6.  INDEMNIFICATION......................................................................................8
        6.1       Indemnification by Sprint Spectrum.....................................................8
        6.2       Indemnification by Manager.............................................................9
        6.3       Procedure..............................................................................9
                  6.3.1  Notice..........................................................................9
                  6.3.2  Defense by Indemnitor..........................................................10
                  6.3.3  Defense by Indemnitee..........................................................10
                  6.3.4  Costs..........................................................................10

7.  DISPUTE RESOLUTION..................................................................................10
        7.1       Negotiation...........................................................................10
        7.2       Unable to Resolve.....................................................................11
        7.3       Attorneys and Intent..................................................................11

8.  REPRESENTATIONS AND WARRANTIES......................................................................11
        8.1       Due Incorporation or Formation; Authorization of Agreements...........................11
        8.2       Valid and Binding Obligation..........................................................11
        8.3       No Conflict; No Default...............................................................12
        8.4       Litigation............................................................................12

9.  GENERAL PROVISIONS..................................................................................12
        9.1       Notices...............................................................................12
        9.2       Construction..........................................................................12
        9.3       Headings..............................................................................12
        9.4       Further Action........................................................................13
        9.5       Specific Performance..................................................................13
        9.6       Entire Agreement; Amendments..........................................................13
        9.7       Limitation on Rights of Others........................................................13
        9.8       Waivers; Remedies.....................................................................13
        9.9       Waiver of Jury Trial..................................................................14
        9.10      Binding Effect........................................................................14
        9.11      Governing Law.........................................................................14
        9.12      Severability..........................................................................14
        9.13      Limitation of Liability...............................................................14
        9.14      No Assignment; Exceptions.............................................................15
        9.15      Disclaimer of Agency..................................................................15
        9.16      Independent Contractors...............................................................15
        9.17      Expense...............................................................................15
        9.18      General Terms.........................................................................15
        9.19      Conflicts with Management Agreement...................................................16
        9.20      Master Signature Page.................................................................16
</TABLE>

                                    Page 12

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.51
<SEQUENCE>16
<FILENAME>file016.txt
<TEXT>


<PAGE>

                                                              Exhibit 10.51
                                                              -------------


                            SPRINT TRADEMARK AND
                       SERVICE MARK LICENSE AGREEMENT


     THIS AGREEMENT is made as of the 10th day of July, 1998, by and
between Sprint Communications Company, L.P., a Delaware limited
partnership, as licensor ("Licensor"), and Southwest PCS, L.P., an Oklahoma
Limited Partnership, as licensee ("Licensee"). The definitions for this
agreement are set forth on the "Schedule of Definitions".


                               RECITALS:

     WHEREAS, Licensor is the owner of the U.S. trademarks and service
marks "Sprint", together with related "Diamond" logo, "Sprint PCS", "Sprint
Personal Communications Services" and the goodwill of the business
symbolized thereby; and

     WHEREAS, Licensee desires to use the trademarks and service marks in
commerce;

     NOW, THEREFORE, the parties, in consideration of the mutual agreements
herein contained and for other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, do hereby agree as follows:


                                 ARTICLE 1

          GRANT OF TRADEMARK AND SERVICE MARK RIGHTS; EXCLUSIVITY


     Section 1.1. License.

     (a)  Grant of License. Subject to the terms and conditions hereof,
          Licensor hereby grants to Licensee, and Licensee hereby accepts
          from Licensor, for the term of this agreement, a
          non-transferable, royalty-free license to use the Licensed Marks
          solely for and in connection with the marketing, promotion,
          advertisement, distribution, lease or sale of Sprint PCS
          Products and Services and Premium and Promotional Items in the
          Service Area.

     (b)  Related Equipment. The rights granted hereunder to Licensee
          shall not include the right to manufacture equipment under the
          Licensed Marks. However, subject to the terms and conditions
          hereof, Licensor hereby grants to Licensee, and Licensee hereby
          accepts from Licensor, for the term of this agreement, a
          non-transferable, royalty-free license to market, promote,
          advertise, distribute and resell and lease Related Equipment in
          connection with the marketing, promotion, advertisement,
          distribution, lease or sale by Licensee of Sprint PCS Products
          and Services, and to furnish services relating to such Related
          Equipment (including installation, repair and maintenance of
          Related Equipment), under the Licensed Marks.

                                     Page 1

<PAGE>

                                 ARTICLE 2
                       QUALITY STANDARDS, MAINTENANCE

     Section 2.1. Maintenance of Quality.

     (a)  Adherence to Quality Standards. In the course of marketing,
          promoting, advertising, distributing, leasing and selling Sprint
          PCS Products and Services and Premium and Promotional Items
          under the Licensed Marks, Licensee shall maintain and adhere to
          standards of quality and specifications that conform to or
          exceed those quality standards and technical and operational
          specifications adopted and/or amended in the manner provided
          below ("Quality Standards") and those imposed by Law. Such
          Quality Standards are designed to ensure that the quality of the
          Sprint PCS Products and Services and Premium and Promotional
          Items marketed, promoted, advertised, distributed, leased and
          sold under the Licensed Marks are consistent with the high
          reputation of the Licensed Marks and are in conformity with
          applicable Laws.

     (b)  Establishment of Quality Standards. The parties acknowledge that
          the initial Quality Standards for the Sprint PCS Products and
          Services and Premium and Promotional Items are attached to the
          Affiliation Agreement as Exhibits 4.1, 4.2, 4.3, 7.2, and 8.1.
          The Quality Standards shall (i) be consistent with the
          reputation for quality associated with the Licensed Marks and
          (ii) be commensurate with a high level of quality (taking into
          account Licensee's fundamental underlying technology and
          standards), consistent with the level of quality being offered
          in the market for products and services of the same kind as the
          Sprint PCS Products and Services.

     (c)  Changes in Quality Standards. In the event that Licensor
          wishes to change the Quality Standards, it will notify
          Licensee in writing of such proposed amendments, and
          will afford Licensee a reasonable time period in which
          to adopt such changes as may be required in order for

     Section 2.2. Rights of Inspection. In order to ensure that the Quality
Standards are maintained, Licensor and its authorized agents and
representatives shall have the right, but not the obligation, with prior
notice to Licensee, to enter upon the premises of any office or facility
operated by or for Licensee with respect to Sprint PCS Products and
Services and Premium and Promotional Items at all reasonable times, to
inspect, monitor and test in a reasonable manner facilities and equipment
used to furnish Sprint PCS Products and Services and Premium and
Promotional Items and, with prior written notice to Licensee, to inspect
the books and records of Licensee in a manner that does not unreasonably
interfere with the business and affairs of Licensee, all as they relate to
the compliance with the Quality Standards maintained hereunder.

                                     Page 2

<PAGE>

     Section 2.3. Marking; Compliance with Trademark Laws. Licensee shall
cause the appropriate designation "TM" or "SM" or the registration symbol
"(R)" to be placed adjacent to the Licensed Marks in connection with the
use thereof and to indicate such additional information as Licensor shall
reasonably specify from time to time concerning the license rights under
which Licensee uses the Licensed Marks. Licensee shall place the following
notice on all printed or electronic materials on which the Licensed Marks
appear: "SPRINT", the "DIAMOND" logo and "Sprint PCS", "Sprint Personal
Communications Services" are trademarks and/or service marks of Sprint
Communications Company, L.P., "used under license" or such other notice as
Licensor may specify from time to time.

     Section 2.4. Other Use Restrictions. Licensee shall not use the
Licensed Marks in any manner that would reflect adversely on the image of
quality symbolized by the Licensed Marks.

                                 ARTICLE 3
                          CONFIDENTIAL INFORMATION

     Section 3.1. Maintenance of Confidentiality. Each of Licensor and
Licensee and their respective Controlled Related Parties (each a
"Restricted Party") shall cause their respective officers and directors (in
their capacity as such) to, and shall take all reasonable measures to cause
their respective employees, attorneys, accountants, consultants and other
agents and advisors (collectively, and together with their respective
officers and directors, "Agents") to, keep secret and maintain in
confidence the terms of this agreement and all confidential and proprietary
information and data of the other party or its Related Parties disclosed to
it (in each case, a "Receiving Party") in connection with the performance
of its obligations under this agreement (the "Confidential Information")
and shall not, and shall cause their respective officers and directors not
to, and shall take all reasonable measures to cause their respective other
Agents not to, disclose Confidential Information to any Person other than
the parties, their Controlled Related Parties and their respective Agents
that need to know such Confidential Information. Each party further agrees
that it shall not use the Confidential Information for any purpose other
than determining and performing its obligations and exercising its rights
under this agreement. Each party shall take all reasonable measures
necessary to prevent any unauthorized disclosure of the Confidential
Information by any of their respective Controlled Related Parties or any of
their respective Agents. The measures taken by a Restricted Party to
protect Confidential Information shall be not deemed unreasonable if the
measures taken are at least as strong as the measures taken by the
disclosing party to protect such Confidential Information.

     Section 3.2. Permitted Disclosures. Nothing herein shall prevent any
Restricted Party or its Agents from using, disclosing, or authorizing the
disclosure of Confidential Information it receives and which:

     (i)    has been published or is in the public domain, or which
            subsequently comes into the public domain, through no fault of
            the receiving party;

     (ii)   prior to receipt hereunder was property within the legitimate
            possession of the Receiving Party or, subsequent to receipt
            hereunder is lawfully received from a third party having rights
            therein without restriction of the third party's right to
            disseminate the Confidential Information and without notice of
            any restriction against its further disclosure.


                                     Page 3

<PAGE>


     (iii)  is independently developed by the Receiving Party through
            Persons who have not had, either directly or indirectly, access
            to or knowledge of such Confidential Information;

     (iv)   is disclosed to a third party with the written approval of the
            party originally disclosing such information, provided that
            such Confidential Information shall cease to be confidential
            and proprietary information covered by this agreement only to
            the extent of the disclosure so consented to;

     (v)    subject to the Receiving Party's compliance with Section 3.4
            below, is required to be produced under order of a court of
            competent jurisdiction or other similar requirements of a
            governmental agency, provided that such Confidential
            Information to the extent covered by a protective order or its
            equivalent shall otherwise continue to be Confidential
            Information required to be held confidential for purpose of
            this agreement; or

     (vi)   subject to the Receiving Party's compliance with Section 3.4
            below, is required to be disclosed by applicable Law or a stock
            exchange or association on which such Receiving Party's
            securities (or those of its Related Party) are listed.

     Section 3.3. Financial Institutions. Notwithstanding this Article 3,
any party may provide Confidential Information to any financial institution
in connection with borrowings from such financial institution by such party
or any of its Controlled Related Parties, so long as prior to any such
disclosure such financial institution executes a confidentiality agreement
that provides protection substantially equivalent to the protection
provided the parties in this Article 3.

     Section 3.4. Procedures. In the event that any Receiving Party (i)
must disclose Confidential Information in order to comply with applicable
Law or the requirements of a stock exchange or association on which such
Receiving Party's securities or those of its Related Parties are listed or
(ii) becomes legally compelled (by oral questions, interrogatories,
requests for information or documents, subpoenas, civil investigative
demand or otherwise) to disclose any Confidential Information, the
Receiving Party shall provide the disclosing party with prompt written
notice so that in the case of clause (i), the disclosing party can work
with the Receiving Party to limit the disclosure to the greatest extent
possible consistent with legal obligations or in the case of clause (ii),
the disclosing party may seek a protective order or other appropriate
remedy or waive compliance with the provisions of this agreement. In the
case of a clause (ii), (A) if the disclosing party is unable to obtain a
protective order or other appropriate remedy, or if the disclosing party so
directs, the Receiving Party shall, and shall cause its employees to,
exercise all commercially reasonable efforts to obtain a protective order
or other appropriate remedy at the disclosing party's reasonable expense,
and (B) failing the entry of a protective order or other appropriate remedy
or receipt of a waiver hereunder, the Receiving Party shall furnish only
that portion of the Confidential Information which it is advised by opinion
of its counsel is legally required to be furnished and shall exercise all
commercially reasonable efforts to obtain reliable assurance that
confidential treatment shall be accorded such Confidential Information, it
being understood that such reasonable efforts shall be at the cost and
expense of the disclosing party whose Confidential Information has been
sought.


                                     Page 4


<PAGE>

     Section 3.5. Survival. The obligations under this Article 3 shall
survive, as to any party, until two (2) years following the date of
termination of this agreement, and, as to any Controlled Related Party of a
party, until two (2) years following the earlier to occur of (A) the date
that such Person is no longer a Controlled Related Party of a party, or (B)
the date of the termination of this agreement; provided that such
obligations shall continue indefinitely with respect to any trade secret or
similar information which is proprietary to a party or its Controlled
Related Parties and provides such party or its Controlled Related Parties
with an advantage over its competitors.


                                 ARTICLE 4
           REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSEE

     Section 4.1. Licensor's Ownership. Licensee acknowledges Licensor's
exclusive right, title and interest in and to the Licensed Marks and
acknowledges that nothing herein shall be construed to accord to Licensee
any rights in the Service Area in the Licensed Marks except as expressly
provided, herein. Licensee acknowledges that its use in the Service Area of
the Licensed Marks shall not create in Licensee any right, title or
interest in the Service Area in the Licensed Marks and that all use in the
Service Area of the Licensed Marks and the goodwill symbolized by and
connected with such use of the Licensed Marks will inure solely to the
benefit of the Licensor.

     Section 4.2. No Challenge by Licensee. Licensee covenants that (i)
Licensee will not at any time challenge Licensor's rights, title or
interest in the Licensed Marks (other than to assert the specific rights
granted to Licensee under this agreement), (ii) Licensee will not do or
cause to be done or omit to do anything, the doing, causing or omitting of
which would contest or in any way impair or tend to impair the rights of
Licensor in the Licensed Marks, and (iii) Licensee will not represent to
any third party that Licensee has any ownership or rights in the Service
Area with respect to the Licensed Marks other than the specific rights
conferred by this agreement.


                                 ARTICLE 5
           REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSOR

     Section 5.1. Title to the Licensed Marks. Licensor represents and
warrants that:

     (a)  Licensor has good title to the Licensed Marks and has the right
          to grant the licenses provided for hereunder in accordance with
          the terms and conditions hereof, free of any liabilities,
          charges, liens, pledges, mortgages, restrictions, adverse
          claims, security interests, rights of others, and encumbrances
          of any kind (collectively, "Encumbrances"), other than
          Encumbrances which will not restrict or interfere in any
          material respect with the exercise by Licensee of the rights
          granted to Licensee hereunder.

     (b)  There is no claim, action, proceeding or other litigation
          pending or, to the knowledge of Licensor, threatened with
          respect to Licensor's ownership of the Licensed Marks or which,
          if adversely determined, would restrict or otherwise interfere
          in any material respect with the exercise by Licensee of the
          rights purported to be granted to Licensee hereunder.

     Except as expressly provided above in this Section 5.1, Licensor makes
no representation or warranty of any kind or nature whether express or
implied with respect to the Licensed Marks (including freedom from third
party infringement of the Licensed Marks).

     The representations and warranties provided for in this Section 5.1
shall survive the execution and delivery of this agreement.

     Section 5.2. Other Licensees. In the event Licensor grants to any
third party any licenses or rights with respect to the Licensed Marks,
Licensor shall not, in connection with the grant of any such license or
rights, take any actions, or suffer any omission that would adversely
affect the existence or validity of the Licensed Marks or conflict with the
rights granted to Licensee hereunder.

     Section 5.3. Abandonment. Licensor covenants and agrees that, during
the term of this agreement, it will not abandon the Licensed Marks.


                                     Page 5


<PAGE>

                                 ARTICLE 6
               REPRESENTATIONS AND WARRANTIES OF BOTH PARTIES

     Section 6.1. Representations and Warranties. Each party hereby
represents and warrants to the other party as follows:

     (a)  Due Incorporation or Formation; Authorization of Agreement. Such
          party is a corporation duly organized, a limited liability
          company duly organized or a partnership duly formed, validly
          existing and, if applicable, in good standing under the laws of
          the jurisdiction of its incorporation or formation and has the
          corporate, company or partnership power and authority to own its
          property and carry on its business as owned and carried on at
          the date hereof and as contemplated hereby. Such party is duly
          licensed or qualified to do business and, if applicable, is in
          good standing in each of the jurisdictions in which the failure
          to be so licensed or qualified would have a material adverse
          effect on its financial condition or its ability to perform its
          obligations hereunder. Such party has the corporate, company or
          partnership power and authority to execute and deliver this
          agreement and to perform its obligations hereunder and the
          execution, delivery and performance of this agreement have been
          duly authorized by all necessary corporate, company or
          partnership action. Assuming the due execution and delivery by
          the other party hereto, this agreement constitutes the legal,
          valid and binding obligation of such party enforceable against
          such party in accordance with its terms, subject as to
          enforceability to limits imposed by bankruptcy, insolvency or
          similar laws affecting creditors' rights generally and the
          availability of equitable remedies.

     (b)  No Conflict with Restrictions; No Default. Neither the
          execution, delivery and performance of this agreement nor the
          consummation by such party of the transactions contemplated
          hereby (i) will conflict with, violate or result in a breach of
          any of the terms, conditions or provisions of any law,
          regulation, order, writ, injunction, decree, determination or
          award of any court, any governmental department, board, agency
          or instrumentality, domestic or foreign, or any arbitrator,
          applicable to such party or any of its Controlled Related
          Parties, (ii) will conflict with, violate, result in a breach of
          or constitute a default under any of the terms, conditions or
          provisions of the articles of incorporation, articles of
          organization or certificate of formation, bylaws, operating
          agreement or limited liability company agreement, or partnership
          agreement of such party or any of its Controlled Related Parties
          or of any material agreement or instrument to which such party
          or any of its Controlled Related Parties is a party or by which
          such party or any of its Controlled Related Parties is or may be
          bound or to which any of its material properties or assets is
          subject (other than any such conflict, violation, breach or
          default that has been validly and unconditionally waived), (iii)
          will conflict with, violate, result in a breach of, constitute a
          default under (whether with notice or lapse of time or both),
          accelerate or permit the acceleration of the performance
          required by, give to others any material interests or rights or
          require any consent, authorization or approval under any
          indenture, mortgage, lease agreement or instrument to which such
          party or any of its Controlled Related Parties is a party or by
          which such party or any of its Controlled Related Parties is or
          may be bound, or (iv) will result in the creation or imposition
          of any lien upon any of the material properties or assets of
          such party or any of its Controlled Related Parties, which in
          any such case could reasonably be expected to materially impair
          such party's ability to perform its obligations under this
          agreement or to have a material adverse effect on the
          consolidated financial condition of each party or its Parent.


                                     Page 6
<PAGE>

     (c)  Governmental Authorizations. Any registration, declaration or
          filing with, or consent, approval, license, permit or other
          authorization or order by, any governmental or regulatory
          authority, domestic or foreign, that is required to be obtained
          by such party in connection with the valid execution, delivery,
          acceptance and performance by such party under this agreement or
          the consummation by such party of any transaction contemplated
          hereby has been completed, made or obtained, as the case may be.

     (d)  Litigation. There are no actions, suits, proceedings or
          investigations pending or, to the knowledge of such party,
          threatened against or affecting such party or any of its
          Controlled Related Parties or any of their properties, assets or
          businesses in any court or before or by any governmental
          department, board, agency or instrumentality, domestic or
          foreign, or any arbitrator which could, if adversely determined
          (or, in the case of an investigation could lead to any action,
          suit or proceeding, which if adversely determined could),
          reasonably be expected to materially impair such party's ability
          to perform its obligations under this agreement or to have a
          material adverse effect on the consolidated financial condition
          of such party or its parent; and such party or any of its
          Controlled Related Parties has not received any currently
          effective notice of any default, and such party or any of its
          Controlled Related Parties is not in default, under any
          applicable order, writ, injunction, decree, permit,
          determination or award of any court, any governmental
          department, board, agency or instrumentality, domestic or
          foreign, or any arbitrator, which default could reasonably be
          expected to materially impair such party's ability to perform
          its obligations under this agreement or to have a material
          adverse effect on the consolidated financial condition of such
          party or its Parent.

     Section 6.2. Survival. The representations and warranties provided for
under this Article 6 will survive the execution and delivery of this
agreement.


                                 ARTICLE 7
                     PROSECUTION OF INFRINGEMENT CLAIMS

     Section 7.1. Notice and Prosecution of Infringement. Licensee agrees
to notify Licensor promptly, in writing, of any alleged, actual or
threatened infringement of any of the Licensed Marks within the Service
Area of which Licensee becomes aware. Licensor has the sole right to
determine whether or not to take any action on such infringements. Licensor
has the sole right to employ counsel of its choosing and to direct any
litigation and settlement of infringement actions. Any recoveries, damages
and costs recovered through such proceedings shall belong exclusively to
Licensor, and Licensor shall be solely responsible for all costs and
expenses (including attorney fees) of prosecuting such actions. Licensee
agrees to provide Licensor with all reasonably requested assistance in
connection with such proceedings.


                                     Page 7


<PAGE>

                                 ARTICLE 8
              LICENSEE DEFENSE AND INDEMNIFICATION OF LICENSOR

     Section 8.1. Indemnification. (a) Each party hereby agrees to
indemnify the other party against and agrees to hold it harmless from any
Loss incurred or suffered by such other party arising out of or in
connection with:

          (i)    the material breach of any representation or warranty made
                 by such party in this agreement; and

          (ii)   the material breach of any covenant or agreement by such
                 party contained in this agreement.

     (b)  In addition to the indemnification provided for in Section
          8.1(a), Licensee agrees to indemnify Licensor against and hold it
          harmless from any Loss suffered or incurred by Licensor or its
          Controlled Related Parties by reason of a third party claim
          arising out of or relating to (i) the use of the Licensed Marks
          by Licensee; or (ii) the marketing, promotion, advertisement,
          distribution, lease or sale by Licensee (or any permitted
          sublicensee) or by any additional Licensee (or any permitted
          sublicensee) of any Sprint PCS Products and Services, Related
          Equipment or Premium and Promotional Items under the Licensed
          Marks pursuant to this agreement, including unfair or fraudulent
          advertising claims, warranty claims and product defect or
          liability claims, pertaining to the Sprint PCS Products and
          Services, Related Equipment or Premium and Promotional Items.
          Notwithstanding the foregoing, Licensee will not be required
          under this paragraph (b) to indemnify any Loss arising solely out
          of Licensee's use of the Licensed Marks in compliance with the
          terms of the Trademark and Service Mark Usage Guidelines;
          provided that Licensor shall have no obligation to indemnify for
          third-party claims alleged to arise from the specifics of uses of
          third-party trademarks or service marks, or the specifics of
          claims made, in marketing materials prepared by or for Licensee,
          which marketing materials have not been approved by Licensor
          prior to the publication out of which such claims are alleged to
          have arisen.


                               ARTICLE 9
                          OBLIGATIONS/SETOFF

     Section 9.1. Obligations/Setoff. The obligations of the parties as set
forth in this agreement shall be unconditional and irrevocable, and shall
not be subject to any defense or be released, discharged or otherwise
affected by any matter, including impossibility, illegality,
impracticality, frustration of purpose, force majeure, act of government,
the bankruptcy or insolvency of any party hereto, and the obligations of
each party shall not be subject to any right of setoff or recoupment which
such party may not or hereafter have against the other party.


                                 ARTICLE 10
                    LIMITATION ON USE OF LICENSED MARKS


     Section 10.1. Restrictions on Use. Licensee is not permitted to make
any use of the Licensed Marks in connection with products or services other
than the Sprint PCS Products and Services, and as specifically authorized
in Sections 1.1(b) above with respect to Related Equipment and Premium and
Promotional Items, nor to make any use of the Licensed Marks directed
outside of the Service Area.

     Section 10.2 Adherence to Trademark and Service Mark Usage Guidelines.
Licensee agrees to comply with and adhere to Trademark and Service Mark
Usage Guidelines for the depiction or presentation of the Licensed Marks,
as furnished by Licensor. Prior to Licensee depicting or presenting any of
the Licensed Marks on any type of marketing, advertising or promotional
materials, Licensee agrees to submit samples of such materials to Licensor
for approval. Licensor shall have fourteen (14) days from the date Licensor
receives such materials to approve or object to any such materials
submitted to Licensor for review. In the event Licensor does not object to
such materials within such fourteen (14) day period, such materials shall
be deemed approved by Licensor. Thereafter, Licensee shall not be obligated
to submit to Licensor materials prepared in accordance with the samples
previously approved by Licensor and the Trademark and Service Mark Usage
Guidelines; provided, however, Licensee shall, at the reasonable request of
Licensor, continue to furnish samples of such marketing, advertising and
promotional materials to Licensor from time to time during the term hereof
at the request of Licensor.


                                     Page 8
<PAGE>

     Section 10.3. Use of Similar Trademarks and Service Marks. Licensee
agrees not to use (a) any trademark or service mark which is confusingly
similar to, or a colorable imitation of, the Licensed Marks or any part
thereof, or (b) any work, symbol, character, or set of words, symbols, or
characters, which in any language would be identified as the equivalent of
the Licensed Marks or that are otherwise confusingly similar to, or a
colorable imitation of, the Licensed Marks, whether during the term of this
agreement or at any time following termination of this agreement. Licensee
shall not knowingly engage in any conduct which may place the Sprint PCS
Products and Services, the Licensed Marks or Licensor in a negative light
or context.

     Section 10.4. Services of Public Figures. Licensee agrees to obtain
Licensor's prior written approval (which approval will not be unreasonably
withheld) before engaging the services of any celebrity or publicly known
individual for endorsement of any Sprint PCS Products and Services or
Premium and Promotional Items.


                              ARTICLE 11
                        CONTROL OF BRAND IMAGE

         Section 11.1 Exclusive Use of Licensed Marks. The Sprint PCS
Products and Services shall be marketed by Licensee solely under the
Licensed Marks.

         Section 11.2. Consistency With Brand Image and Principles.
Licensee shall use the Licensed Marks in a manner that is consistent
with the brand image and principles established by Licensor, and
mechanics to ensure consistency will be included in the Marketing
Communications Guidelines.

         Section 11.3 Management of Brand Image. Licensor shall be
responsible for the overall management of the brand image for the
Licensed Marks. All advertising, marketing and promotional materials
using the Licensed Marks prepared by Licensee shall, in addition to
the provisions set forth in Section 11.2 above, comply with the
Marketing Communications Guidelines to be furnished by Licensor to
Licensee as such Marketing Communications Guidelines may be amended
and updated by Licensor from time to time. Such Marketing
Communications Guidelines shall establish reasonable principles to be
followed in the development of advertising, marketing and promotional
campaigns in order to ensure a consistent and coherent brand image.
All advertising, marketing and promotional campaigns conducted by
Licensee shall be conducted in a manner consistent with the Marketing
Communications Guidelines.

         Section 11.4. Advertising Agencies; Promotions. Licensee may
select its own advertising agencies for development of its advertising
and promotional campaigns; provided, however, that all media buys
shall be coordinated by Licensee with the buying agency of Licensor.
Licensee and Licensor shall conduct ongoing reviews of upcoming
advertising, marketing and promotional campaigns of each party and
shall use good faith efforts to coordinate their respective campaigns
in a manner that will maximize the advertising, marketing and
promotional efforts of the parties and be consistent with the
Marketing Communications Guidelines. Licensee shall not initiate any
products or promotions under names which are confusingly similar to
any names of national product offerings or promotions by Licensor.
Neither Licensor nor any of its Controlled Related Parties shall
initiate any products or promotions under names which are confusingly
similar to any names of national product offerings or promotions by
Licensee. In addition, Licensor will use its commercially reasonable
efforts to ensure that no third party licensee under the Licensed
Marks initiates any products or promotions in the Service Area under
names which are confusingly similar to any names of national product
offerings or promotions by Licensee.


                                     Page 9

<PAGE>

         Section 11.5 Ownership of Advertising Materials. All
agreements entered into by Licensee with advertising agencies shall
provide that Licensor shall own all advertising materials (including
concepts, themes, characters and the like) created or developed
thereunder. Subject to the terms and conditions set forth herein,
Licensee shall receive a perpetual, non-exclusive, royalty-free
license to use such materials in connection with advertising and
promotional materials developed by Licensee; provided, however, that
the rights granted under such perpetual license shall be limited
solely to the use of such materials and shall not extend the term of
the license with respect to the Licensed Marks provided for hereunder.


                                 ARTICLE 12
                          RELATIONSHIP OF PARTIES

     Section 12.1. Relationship of Parties. It is the express intention of
the parties that Licensee is and shall be an independent contractor and no
partnership shall exist between Licensee and Licensor pursuant hereto. This
agreement shall not be construed to make Licensee the agent or legal
representative of Licensor for any purpose whatsoever (except as expressly
provided in Articles 7 and 8), and Licensee is not granted any right or
authority to assume or create any obligations for, on behalf of, or in the
name of Licensor (except as expressly provided in Articles 7 and 8).
Licensee agrees, and shall require its permitted sublicensees to agree, not
to incur or contract any debt or obligation on behalf of Licensor, or
commit any act, make any representation, or advertise in any manner that
may adversely affect any right of Licensor in or with respect to the
Licensed Marks or be detrimental to Licensor's image.


                                 ARTICLE 13
                 TERM; TERMINATION; EFFECTS OF TERMINATION

     Section 13.1. Term. This agreement commences on the date of execution
and continues until the Affiliation Agreement terminates, unless earlier
terminated in accordance with the terms set forth in this Article 13. This
agreement automatically terminates upon termination of the Affiliation
Agreement.

     Section 13.2. Events of Termination. If any of the following events
shall occur with respect to Licensee, each such occurrence shall be deemed
an "Event of Termination":

     (a)  Bankruptcy. The occurrence of a "Bankruptcy" with respect to
          Licensee.

     (b)  Breach of Agreements. Licensee fails to perform in accordance
          with any of the material terms and conditions contained herein
          in any material respect.

     (c)  Material Misrepresentation. Licensee breaches any material
          representation or warranty of Licensee made in Section 4.2 or
          Article 6 in any material respect.

     (d)  Termination of Affiliation Agreement. The termination of the
          Affiliation Agreement, for whatever reason.


                                    Page 10
<PAGE>

     Section 13.3. Licensor's Right to Terminate Upon Event of Termination.
Licensor may, at its option, without prejudice to any other remedies it may
have, terminate this agreement by giving written notice of such termination
to Licensee as follows: (a) immediately, upon the occurrence of any Event
of Termination pursuant to Section 13.2(a) with respect to Licensee; or (b)
after the expiration of thirty (30) days from Licensee's receipt of written
notice from Licensor of the occurrence of any Event of Termination pursuant
to Sections 13.2(b) or 13.2(c), if such failure to perform or breach is
then still uncured; or (c) immediately upon the repeated or continuing
occurrence of Events of Termination pursuant to Section 13.2(b) (regardless
of whether such continuing failures to perform or breaches have been cured
by Licensee in accordance with the provisions of clause (b) or this Section
13.3); or (d) immediately upon the occurrence of a termination pursuant to
Section 13.2(d).

     Section 13.4 Licensee's Right to Terminate. Licensee may, at its
option, without prejudice to any other remedies it may have, terminate this
agreement by giving written notice of such termination to Licensor as
follows: (a) immediately, in the event that Licensor abandons the Licensed
Marks or otherwise ceases to support the Licensed Marks in Licensor's
business; or (b) immediately in the event of the occurrence of a Bankruptcy
with respect to Licensor; or (c) immediately in the event of an occurrence
of termination pursuant to Section 13.2(d).

     Section 13.5. Effects of Termination. Upon the termination of this
agreement for any reason, all rights of Licensee in and to the Licensed
Marks in the Service Area shall cease within thirty (30) days following the
date on which this agreement terminates (except in the case of a
termination resulting from an Event of Termination described in Section
13.2(b), (c) or (d), in which case such rights to use the Licensed Marks
will terminate immediately upon the date of termination); provided,
however, that Licensee may thereafter sell, transfer or otherwise dispose
of any Related Equipment and Premium and Promotional Items that are then in
Licensee's inventory (or which Licensee has purchased or is then legally
obligated to purchase) for an additional reasonable period not to exceed
three (3) months. Licensee's right of disposal under this Section 13.5
shall not prohibit Licensor from granting to third parties during the
disposal period licenses and other rights with respect to the Licensed
Marks. The provisions of Articles 3, 4, 5, 6 and 8 will survive any
termination of this agreement.


                                 ARTICLE 14
                          ASSIGNMENT; SUBLICENSING

     Section 14.1. Licensee Right to Assign. Licensee, without the prior
written consent of Licensor (in its sole discretion), shall have no right
to assign any of its rights or obligations hereunder.

     Section 14.2. Licensor Right to Assign the Licensed Marks. Nothing
herein shall be construed to limit the right of the Licensor to transfer or
assign its interests in the Licensed Marks, subject to the agreement of the
assignee to be bound by the terms and conditions of this agreement.

     Section 14.3. Licenses to Additional Licensees; Sublicenses; Licenses
to Additional Licensees. Licensee shall not sublicense (or attempt to
sublicense) any of its rights hereunder without the prior written consent
of Licensor, in the sole discretion of Licensor.


                                    Page 11
<PAGE>

                                 ARTICLE 15
                               MISCELLANEOUS

     Section 15.1. Notices. Any notice, payment, demand, or communication
required or permitted to be given by any provision of this agreement shall
be in writing and mailed (certified or registered mail, postage prepaid,
return receipt requested) or sent by hand or overnight courier, or by
facsimile (with acknowledgment received), charges prepaid and addressed as
described on the Notice Address Schedule attached to the Master Signature
Page, or to such other address or number as such party may from time to
time specify by written notice to the other party. All notices and other
communications given to a party in accordance with the provisions of this
agreement shall be deemed to have been given and received (i) four (4)
Business Days after the same are sent by certified or registered mail,
postage prepaid, return receipt requested, (ii) when delivered by hand or
transmitted by facsimile (with acknowledgment received and, in the case of
a facsimile only, a copy of such notice is sent no later than the next
Business Day by a reliable overnight courier service, with acknowledgment
of receipt) or (iii) one (1) Business Day after the same are sent by a
reliable overnight courier service, with acknowledgment of receipt.


     Section 15.2. Binding Effect. Except as otherwise provided in this
agreement, this agreement shall be binding upon and inure to the benefit of
the parties and their respective successors, transferees, and assigns.

     Section 15.3. Construction. This agreement shall be construed simply
according to its fair meaning and not strictly for or against any party.

     Section 15.4. Time. Time is of the essence with respect to this
agreement.

     Section 15.5. Table of Contents; Headings. The table of contents and
section and other headings contained in this agreement are for reference
purposes only and are not intended to describe, interpret, define or limit
the scope, extent or intent of this agreement.

     Section 15.6. Severability. Every provision of this agreement is
intended to be severable. If any term or provision hereof is illegal,
invalid or unenforceable for any reason whatsoever, that term or provision
will be enforced to the maximum extent permissible so as to effect the
intent of the parties, and such illegality, invalidity or unenforceability
shall not affect the validity or legality of the remainder of this
agreement. If necessary to effect the intent of the parties, the parties
will negotiate in good faith to amend this agreement to replace the
unenforceable language with enforceable language which as closely as
possible reflects such intent.

     Section 15.7. Further Action. Each party, upon the reasonable request
of the other party, agrees to perform all further acts and execute,
acknowledge, and deliver any documents which may be reasonably necessary,
appropriate, or desirable to carry out the intent and purposes of this
agreement.

     Section 15.8. Governing Law. The internal laws of the State of
Missouri (without regard to principles of conflict of law) shall govern the
validity of this agreement, the construction of its terms, and the
interpretation of the rights and duties of the parties.


                                    Page 12

<PAGE>

     Section 15.9. Specific Performance. Each party agrees with the other
party that the other party would be irreparably damaged if any of the
provisions of this agreement are not performed in accordance with their
specific terms and that monetary damages would not provide an adequate
remedy in such event. Accordingly, in addition to any other remedy to which
the nonbreaching party may be entitled, at law or in equity, the
nonbreaching party shall be entitled to injunctive relief to prevent
breaches of this agreement and specifically to enforce the terms and
provisions hereof.

     Section 15.10. Entire Agreement. The provisions of this agreement set
forth the entire agreement and understanding between the parties as to the
subject matter hereof and supersede all prior agreements, oral or written,
and other communications between the parties relating to the subject matter
hereof.

     Section 15.11. Limitation on Rights of Others. Nothing in this
agreement, whether express or implied, shall be construed to give any party
other than the parties any legal or equitable right, remedy or claim under
or in respect of this agreement.

     Section 15.12. Waivers; Remedies. The observance of any term of this
agreement may be waived (either generally or in a particular instance and
either retroactively or prospectively) by the party or parties entitled to
enforce such term, but any such waiver shall be effective only if in
writing signed by the party or parties against which such waiver is to be
asserted. Except as otherwise provided herein, no failure or delay of any
party in exercising any power or right under this agreement shall operate
as a waiver thereof, nor shall any single or partial exercise of any such
right or power, or any abandonment or discontinuance of steps to enforce
such right or power, preclude any other further exercise thereof or the
exercise of any other right or power.

     Section 15.13. Jurisdiction; Consent to Service of Process.

     (a)  Each party hereby irrevocably and unconditionally submits, for
          itself and its property, to the nonexclusive jurisdiction of any
          Missouri State court sitting in the County of Jackson or any
          Federal court of the United States of America sitting in the
          Western District of Missouri, and any appellate court from any
          such court, in any suit action or proceeding arising out of or
          relating to this agreement, or for recognition or enforcement of
          any judgment, and each party hereby irrevocably and
          unconditionally agrees that all claims in respect of any such
          suit, action or proceeding may be heard and determined in such
          Missouri State Court or, to the extent permitted by law, in such
          Federal court.

     (b)  Each party hereby irrevocably and unconditionally waives, to the
          fullest extent it may legally do so, any objection which it may
          now or hereafter have to the laying of venue of any suit, action
          or proceeding arising out of or relating to this agreement in
          Missouri State court sitting in the County of Jackson or any
          Federal court sitting in the Western District of Missouri. Each
          party hereby irrevocably waives, to the fullest extent permitted
          by law, the defense of an inconvenient forum to the maintenance
          of such suit, action or proceeding in any such court and further
          waives the right to object, with respect to such suit, action or
          proceeding, that such court does not have jurisdiction over such
          party.


                                    Page 13

<PAGE>

     (c)  Each party irrevocably consents to service of process in the
          manner provided for the giving of notices pursuant to this
          agreement, provided that such service shall be deemed to have
          been given only when actually received by such party. Nothing in
          this agreement shall affect the right of a party to serve
          process in another manner permitted by law.

     Section 15.14. Waiver of Jury Trial. Each party waives, to the fullest
extent permitted by applicable law, any right it may have to a trial by
jury in respect of any action, suit or proceeding arising out of or
relating to this agreement.

     Section 15.15. Consents. Whenever this agreement requires or permits
consent by or on behalf of a party, such consent shall be given in writing
in a manner consistent with the requirements for a waiver of compliance as
set forth in Section 15.13, with appropriate notice in accordance with
Section 15.1 of this agreement.

     Section 15.16. Master Signature Page. Each party agrees that it will
execute the Master Signature Page that evidences such party's agreement to
execute, become a party to and be bound by this agreement, which document
is incorporated herein by this reference.


                                    Page 14

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.52
<SEQUENCE>17
<FILENAME>file017.txt
<DESCRIPTION>SPRINT SPECTRUM TRADEMARK AND SERVICE MARK LICENSE
<TEXT>



<PAGE>

                                                                Exhibit 10.52
                                                                -------------

                              SPRINT SPECTRUM


                         TRADEMARK AND SERVICE MARK
                             LICENSE AGREEMENT

                                  BETWEEN

                            SPRINT SPECTRUM L.P.

                                    AND


                             SOUTHWEST PCS L.P.


                         DATED AS OF JULY 10, 1998
<PAGE>


                       SPRINT SPECTRUM TRADEMARK AND
                       SERVICE MARK LICENSE AGREEMENT


          THIS AGREEMENT is made as of the 10th of July, 1998, by and between
Sprint Spectrum L.P., a Delaware limited partnership, as licensor ("Licensor"),
and Southwest PCS an Oklahoma limited partnership, as licensee ("Licensee"). The
definitions for this agreement are set forth on the attached "SCHEDULE OF
DEFINITIONS".


                                 RECITALS:

          WHEREAS, Licensor is the owner of the U.S. trademarks and service
marks "THE CLEAR ALTERNATIVE TO CELLULAR" and "EXPERIENCE THE CLEAR
ALTERNATIVE TO CELLULAR TODAY" and such other marks as may be adopted and
established from time to time and the goodwill of the business symbolized
thereby; and

          WHEREAS, Licensee desires to use the trademarks and service marks
in commerce;


          NOW, THEREFORE, the parties, in consideration of the mutual
agreements herein contained and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, do hereby agree
as follows:


                                 ARTICLE 1

          GRANT OF TRADEMARK AND SERVICE MARK RIGHTS; EXCLUSIVITY

     Section 1.1.   LICENSE.

     (a)  GRANT OF LICENSE. Subject to the terms and conditions hereof,
          Licensor hereby grants to Licensee, and Licensee hereby accepts
          from Licensor, for the term of this agreement, a
          non-transferable, royalty-free license to use the Licensed Marks
          solely for and in connection with the marketing, promotion,
          advertisement, distribution, lease or sale of Sprint PCS Products
          and Services and Premium and Promotional Items in the Service
          Area.

     (b)  RELATED EQUIPMENT. The rights granted hereunder to Licensee shall
          not include the right to manufacture equipment under the Licensed
          Marks. However, subject to the terms and conditions hereof,
          Licensor hereby grants to Licensee, and Licensee hereby accepts
          from Licensor, for the term of this agreement, a
          non-transferable, royalty-free license to market, promote,
          advertise, distribute and resell and lease Related Equipment in
          connection with the marketing, promotion, advertisement,
          distribution, lease or sale by Licensee of Sprint PCS Products
          and Services, and to furnish services relating to such Related
          Equipment (including installation, repair and maintenance of
          Related Equipment), under the Licensed Marks.

                                     Page 1
<PAGE>


                                     ARTICLE 2
                       QUALITY STANDARDS, MAINTENANCE

     Section 2.1.      MAINTENANCE OF QUALITY.

     (a)  ADHERENCE TO QUALITY STANDARDS. In the course of marketing,
          promoting, advertising, distributing, leasing and selling Sprint
          PCS Products and Services and Premium and Promotional Items under
          the Licensed Marks, Licensee shall maintain and adhere to
          standards of quality and specifications that conform to or exceed
          those quality standards and technical and operational
          specifications adopted and/or amended in the manner provided
          below ("Quality Standards") and those imposed by Law. Such
          Quality Standards are designed to ensure that the quality of the
          Sprint PCS Products and Services and Premium and Promotional
          Items marketed, promoted, advertised, distributed, leased and
          sold under the Licensed Marks are consistent with the high
          reputation of the Licensed Marks and are in conformity with
          applicable Laws.

     (b)  ESTABLISHMENT OF QUALITY STANDARDS. The parties acknowledge that
          the initial Quality Standards for the Sprint PCS Products and
          Services and Premium and Promotional Items are attached to the
          Management Agreement as Exhibits 4.1, 4.2, 4.3, 7.2, and 8.1. The
          Quality Standards shall (i) be consistent with the reputation for
          quality associated with the Licensed Marks and (ii) be
          commensurate with a high level of quality (taking into account
          Licensee's fundamental underlying technology and standards),
          consistent with the level of quality being offered in the market
          for products and services of the same kind as the Sprint PCS
          Products and Services.

     (c)  CHANGES IN QUALITY STANDARDS. In the event that Licensor wishes
          to change the Quality Standards, it will notify Licensee in
          writing of such proposed amendments, and will afford Licensee a
          reasonable time period in which to adopt such changes as may be
          required in order for Licensee to conform to the amended Quality
          Standards.

     Section 2.2. RIGHTS OF INSPECTION. In order to ensure that the Quality
Standards are maintained, Licensor and its authorized agents and
representatives shall have the right, but not the obligation, with prior
notice to Licensee, to enter upon the premises of any office or facility
operated by or for Licensee with respect to Sprint PCS Products and
Services and Premium and Promotional Items at all reasonable times, to
inspect, monitor and test in a reasonable manner facilities and equipment
used to furnish Sprint PCS Products and Services and Premium and
Promotional Items and, with prior written notice to Licensee, to inspect
the books and records of Licensee in a manner that does not unreasonably
interfere with the business and affairs of Licensee, all as they relate to
the compliance with the Quality Standards maintained hereunder.

     Section 2.3. MARKING; COMPLIANCE WITH TRADEMARK LAWS. Licensee shall
cause the appropriate designation "TM" or "SM" or the registration symbol
"(R)" to be placed adjacent to the Licensed Marks in connection with the
use thereof and to indicate such additional information as Licensor shall
reasonably specify from time to time concerning the license rights under
which Licensee uses the Licensed Marks. Licensee shall place the following
notice on all printed or electronic materials on which the Licensed Marks
appear: "THE CLEAR ALTERNATIVE TO CELLULAR", "EXPERIENCE THE CLEAR
ALTERNATIVE TO CELLULAR TODAY", and such other marks as may be adopted and
established from time to time, are trademarks and/or service marks of
Sprint Spectrum L.P., "used under license" or such other notice as Licensor
may specify from time to time.

     Section 2.4. OTHER USE RESTRICTIONS. Licensee shall not use the
Licensed Marks in any manner that would reflect adversely on the image of
quality symbolized by the Licensed Marks.

                                     Page 2

<PAGE>


                                 ARTICLE 3
                          CONFIDENTIAL INFORMATION

     Section 3.1. MAINTENANCE OF CONFIDENTIALITY. Each of Licensor and
Licensee and their respective Controlled Related Parties (each a
"Restricted Party") shall cause their respective officers and directors (in
their capacity as such) to, and shall take all reasonable measures to cause
their respective employees, attorneys, accountants, consultants and other
agents and advisors (collectively, and together with their respective
officers and directors, "Agents") to, keep secret and maintain in
confidence the terms of this agreement and all confidential and proprietary
information and data of the other party or its Related Parties disclosed to
it (in each case, a "Receiving Party") in connection with the performance
of its obligations under this agreement (the "Confidential Information")
and shall not, and shall cause their respective officers and directors not
to, and shall take all reasonable measures to cause their respective other
Agents not to, disclose Confidential Information to any Person other than
the parties, their Controlled Related Parties and their respective Agents
that need to know such Confidential Information. Each party further agrees
that it shall not use the Confidential Information for any purpose other
than determining and performing its obligations and exercising its rights
under this agreement. Each party shall take all reasonable measures
necessary to prevent any unauthorized disclosure of the Confidential
Information by any of their respective Controlled Related Parties or any of
their respective Agents. The measures taken by a Restricted Party to
protect Confidential Information shall be not deemed unreasonable if the
measures taken are at least as strong as the measures taken by the
disclosing party to protect such Confidential Information.

     Section 3.2. PERMITTED DISCLOSURES. Nothing herein shall prevent any
Restricted Party or its Agents from using, disclosing, or authorizing the
disclosure of Confidential Information it receives and which:

     (i)   has been published or is in the public domain, or which
           subsequently comes into the public domain, through no fault of
           the receiving party;

     (ii)  prior to receipt hereunder was property within the legitimate
           possession of the Receiving Party or, subsequent to receipt
           hereunder is lawfully received from a third party having rights
           therein without restriction of the third party's right to
           disseminate the Confidential Information and without notice of
           any restriction against its further disclosure.

     (iii) is independently developed by the Receiving Party through
           Persons who have not had, either directly or indirectly, access
           to or knowledge of such Confidential Information;

     (iv)  is disclosed to a third party with the written approval of the
           party originally disclosing such information, provided that such
           Confidential Information shall cease to be confidential and
           proprietary information covered by this agreement only to the extent
           of the disclosure so consented to;

     (v)   subject to the Receiving Party's compliance with Section 3.4
           below, is required to be produced under order of a court of
           competent jurisdiction or other similar requirements of a
           governmental agency, provided that such Confidential Information
           to the extent covered by a protective order or its equivalent
           shall otherwise continue to be Confidential Information required
           to be held confidential for purpose of this agreement; or

     (vi)  subject to the Receiving Party's compliance with Section 3.4
           below, is required to be disclosed by applicable Law or a stock
           exchange or association on which such Receiving Party's
           securities (or those of its Related Party) are listed.

     Section 3.3. FINANCIAL INSTITUTIONS. Notwithstanding this Article 3,
any party may provide Confidential Information to any financial institution
in connection with borrowings from such financial institution by such party
or any of its Controlled Related Parties, so long as prior to any such
disclosure such financial institution executes a confidentiality agreement
that provides protection substantially equivalent to the protection
provided the parties in this Article 3.

                                     Page 3
<PAGE>

     Section 3.4. PROCEDURES. In the event that any Receiving Party (i)
must disclose Confidential Information in order to comply with applicable
Law or the requirements of a stock exchange or association on which such
Receiving Party's securities or those of its Related Parties are listed or
(ii) becomes legally compelled (by oral questions, interrogatories,
requests for information or documents, subpoenas, civil investigative
demand or otherwise) to disclose any Confidential Information, the
Receiving Party shall provide the disclosing party with prompt written
notice so that in the case of clause (i), the disclosing party can work
with the Receiving Party to limit the disclosure to the greatest extent
possible consistent with legal obligations or in the case of clause (ii),
the disclosing party may seek a protective order or other appropriate
remedy or waive compliance with the provisions of this agreement. In the
case of a clause (ii), (A) if the disclosing party is unable to obtain a
protective order or other appropriate remedy, or if the disclosing party so
directs, the Receiving Party shall, and shall cause its employees to,
exercise all commercially reasonable efforts to obtain a protective order
or other appropriate remedy at the disclosing party's reasonable expense,
and (B) failing the entry of a protective order or other appropriate remedy
or receipt of a waiver hereunder, the Receiving Party shall furnish only
that portion of the Confidential Information which it is advised by opinion
of its counsel is legally required to be furnished and shall exercise all
commercially reasonable efforts to obtain reliable assurance that
confidential treatment shall be accorded such Confidential Information, it
being understood that such reasonable efforts shall be at the cost and
expense of the disclosing party whose Confidential Information has been
sought.

         Section 3.5. SURVIVAL. The obligations under this Article 3 shall
survive, as to any party, until two (2) years following the date of
termination of this agreement, and, as to any Controlled Related Party of a
party, until two (2) years following the earlier to occur of (A) the date
that such Person is no longer a Controlled Related Party of a party, or (B)
the date of the termination of this agreement; provided that such
obligations shall continue indefinitely with respect to any trade secret or
similar information which is proprietary to a party or its Controlled
Related Parties and provides such party or its Controlled Related Parties
with an advantage over its competitors.

                                     Page 4

<PAGE>


                                 ARTICLE 4
           REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSEE


     Section 4.1. LICENSOR'S OWNERSHIP. Licensee acknowledges
Licensor's exclusive right, title and interest in and to the Licensed Marks
and acknowledges that nothing herein shall be construed to accord to
Licensee any rights in the Service Area in the Licensed Marks except as
expressly provided, herein. Licensee acknowledges that its use in the
Service Area of the Licensed Marks shall not create in Licensee any right,
title or interest in the Service Area in the Licensed Marks and that all
use in the Service Area of the Licensed Marks and the goodwill symbolized
by and connected with such use of the Licensed Marks will inure solely to
the benefit of the Licensor.

     Section 4.2. NO CHALLENGE BY LICENSEE. Licensee covenants that (i)
Licensee will not at any time challenge Licensor's rights, title or
interest in the Licensed Marks (other than to assert the specific rights
granted to Licensee under this agreement), (ii) Licensee will not do or
cause to be done or omit to do anything, the doing, causing or omitting of
which would contest or in any way impair or tend to impair the rights of
Licensor in the Licensed Marks, and (iii) Licensee will not represent to
any third party that Licensee has any ownership or rights in the Service
Area with respect to the Licensed Marks other than the specific rights
conferred by this agreement.


                                 ARTICLE 5
           REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSOR

     Section 5.1.  TITLE TO THE LICENSED MARKS. Licensor represents and
warrants that:

     (a)  Licensor has good title to the Licensed Marks and has the right
          to grant the licenses provided for hereunder in accordance with
          the terms and conditions hereof, free of any liabilities,
          charges, liens, pledges, mortgages, restrictions, adverse claims,
          security interests, rights of others, and encumbrances of any
          kind (collectively, "Encumbrances"), other than Encumbrances
          which will not restrict or interfere in any material respect with
          the exercise by Licensee of the rights granted to Licensee
          hereunder.

     (b)  There is no claim, action, proceeding or other litigation pending
          or, to the knowledge of Licensor, threatened with respect to
          Licensor's ownership of the Licensed Marks or which, if adversely
          determined, would restrict or otherwise interfere in any material
          respect with the exercise by Licensee of the rights purported to
          be granted to Licensee hereunder.

     Except as expressly provided above in this Section 5.1, Licensor makes
no representation or warranty of any kind or nature whether express or
implied with respect to the Licensed Marks (including freedom from third
party infringement of the Licensed Marks).

     The representations and warranties provided for in this Section 5.1
shall survive the execution and delivery of this agreement.

     Section 5.2. OTHER LICENSEES. In the event Licensor grants to any
third party any licenses or rights with respect to the Licensed Marks,
Licensor shall not, in connection with the grant of any such license or
rights, take any actions, or suffer any omission that would adversely
affect the existence or validity of the Licensed Marks or conflict with the
rights granted to Licensee hereunder.

     Section 5.3. ABANDONMENT. Licensor covenants and agrees that, during
the term of this agreement, it will not abandon the Licensed Marks.

                                     Page 5

<PAGE>

                                 ARTICLE 6
               REPRESENTATIONS AND WARRANTIES OF BOTH PARTIES

     Section 6.1. REPRESENTATIONS AND WARRANTIES. Each party hereby
represents and warrants to the other party as follows:

(a)  DUE INCORPORATION OR FORMATION; AUTHORIZATION OF AGREEMENT. Such party
     is a corporation duly organized, a limited liability company duly
     organized or a partnership duly formed, validly existing and, if
     applicable, in good standing under the laws of the jurisdiction of its
     incorporation or formation and has the corporate, company or
     partnership power and authority to own its property and carry on its
     business as owned and carried on at the date hereof and as
     contemplated hereby. Such party is duly licensed or qualified to do
     business and, if applicable, is in good standing in each of the
     jurisdictions in which the failure to be so licensed or qualified
     would have a material adverse effect on its financial condition or its
     ability to perform its obligations hereunder. Such party has the
     corporate, company or partnership power and authority to execute and
     deliver this agreement and to perform its obligations hereunder and
     the execution, delivery and performance of this agreement have been
     duly authorized by all necessary corporate, company or partnership
     action. Assuming the due execution and delivery by the other party
     hereto, this agreement constitutes the legal, valid and binding
     obligation of such party enforceable against such party in accordance
     with its terms, subject as to enforceability to limits imposed by
     bankruptcy, insolvency or similar laws affecting creditors' rights
     generally and the availability of equitable remedies.

(b)  NO CONFLICT WITH RESTRICTIONS; NO DEFAULT. Neither the execution,
     delivery and performance of this agreement nor the consummation by
     such party of the transactions contemplated hereby (i) will conflict
     with, violate or result in a breach of any of the terms, conditions or
     provisions of any law, regulation, order, writ, injunction, decree,
     determination or award of any court, any governmental department,
     board, agency or instrumentality, domestic or foreign, or any
     arbitrator, applicable to such party or any of its Controlled Related
     Parties, (ii) will conflict with, violate, result in a breach of or
     constitute a default under any of the terms, conditions or provisions
     of the articles of incorporation, articles of organization or
     certificate of formation, bylaws, operating agreement or limited
     liability company agreement, or partnership agreement of such party or
     any of its Controlled Related Parties or of any material agreement or
     instrument to which such party or any of its Controlled Related
     Parties is a party or by which such party or any of its Controlled
     Related Parties is or may be bound or to which any of its material
     properties or assets is subject (other than any such conflict,
     violation, breach or default that has been validly and unconditionally
     waived), (iii) will conflict with, violate, result in a breach of,
     constitute a default under (whether with notice or lapse of time or
     both), accelerate or permit the acceleration of the performance
     required by, give to others any material interests or rights or
     require any consent, authorization or approval under any indenture,
     mortgage, lease agreement or instrument to which such party or any of
     its Controlled Related Parties is a party or by which such party or
     any of its Controlled Related Parties is or may be bound, or (iv) will
     result in the creation or imposition of any lien upon any of the
     material properties or assets of such party or any of its Controlled
     Related Parties, which in any such case could reasonably be expected
     to materially impair such party's ability to perform its obligations
     under this agreement or to have a material adverse effect on the
     consolidated financial condition of each party or its Parent.

(c)  GOVERNMENTAL AUTHORIZATIONS. Any registration, declaration or filing
     with, or consent, approval, license, permit or other authorization or
     order by, any governmental or regulatory authority, domestic or
     foreign, that is required to be obtained by such party in connection
     with the valid execution, delivery, acceptance and performance by such
     party under this agreement or the consummation by such party of any
     transaction contemplated hereby has been completed, made or obtained,
     as the case may be.

                                     Page 6

<PAGE>

(d)  LITIGATION. There are no actions, suits, proceedings or investigations
     pending or, to the knowledge of such party, threatened against or
     affecting such party or any of its Controlled Related Parties or any
     of their properties, assets or businesses in any court or before or by
     any governmental department, board, agency or instrumentality,
     domestic or foreign, or any arbitrator which could, if adversely
     determined (or, in the case of an investigation could lead to any
     action, suit or proceeding, which if adversely determined could),
     reasonably be expected to materially impair such party's ability to
     perform its obligations under this agreement or to have a material
     adverse effect on the consolidated financial condition of such party
     or its parent; and such party or any of its Controlled Related Parties
     has not received any currently effective notice of any default, and
     such party or any of its Controlled Related Parties is not in default,
     under any applicable order, writ, injunction, decree, permit,
     determination or award of any court, any governmental department,
     board, agency or instrumentality, domestic or foreign, or any
     arbitrator, which default could reasonably be expected to materially
     impair such party's ability to perform its obligations under this
     agreement or to have a material adverse effect on the consolidated
     financial condition of such party or its Parent.

     Section 6.2. SURVIVAL. The representations and warranties provided for
under this Article 6 will survive the execution and delivery of this
agreement.


                                 ARTICLE 7
                     PROSECUTION OF INFRINGEMENT CLAIMS

     Section 7.1. NOTICE AND PROSECUTION OF INFRINGEMENT. Licensee
agrees to notify Licensor promptly, in writing, of any alleged, actual or
threatened infringement of any of the Licensed Marks within the Service
Area of which Licensee becomes aware. Licensor has the sole right to
determine whether or not to take any action on such infringements. Licensor
has the sole right to employ counsel of its choosing and to direct any
litigation and settlement of infringement actions. Any recoveries, damages
and costs recovered through such proceedings shall belong exclusively to
Licensor, and Licensor shall be solely responsible for all costs and
expenses (including attorney fees) of prosecuting such actions. Licensee
agrees to provide Licensor with all reasonably requested assistance in
connection with such proceedings.


                                 ARTICLE 8
              LICENSEE DEFENSE AND INDEMNIFICATION OF LICENSOR

     Section 8.1. INDEMNIFICATION. (a) Each party hereby agrees to
indemnify the other party against and agrees to hold it harmless from any
Loss incurred or suffered by such other party arising out of or in
connection with:

          (i)  the material breach of any representation or warranty made
               by such party in this agreement; and

          (ii) the material breach of any covenant or agreement by such
               party contained in this agreement.

     (b)  In addition to the indemnification provided for in Section
          8.1(a), Licensee agrees to indemnify Licensor against and hold
          it harmless from any Loss suffered or incurred by Licensor or
          its Controlled Related Parties by reason of a third party
          claim arising out of or relating to (i) the use of the
          Licensed Marks by Licensee; or (ii) the marketing, promotion,
          advertisement, distribution, lease or sale by Licensee (or any
          permitted sublicensee) or by any additional Licensee (or any
          permitted sublicensee) of any Sprint PCS Products and
          Services, Related Equipment or Premium and Promotional Items
          under the Licensed Marks pursuant to this agreement, including
          unfair or fraudulent advertising claims, warranty claims and
          product defect or liability claims, pertaining to the Sprint
          PCS Products and Services, Related Equipment or Premium and
          Promotional Items. Notwithstanding the foregoing, Licensee
          will not be required under this paragraph (b) to indemnify any
          Loss arising solely out of Licensee's use of the Licensed
          Marks in compliance with the terms of the Trademark and
          Service Mark Usage Guidelines; provided that Licensor shall
          have no obligation to indemnify for third-party claims alleged
          to arise from the specifics of uses of third-party trademarks
          or service marks, or the specifics of claims made, in
          marketing materials prepared by or for Licensee, which
          marketing materials have not been approved by Licensor prior
          to the publication out of which such claims are alleged to
          have arisen.

                                     Page 7

<PAGE>


                                 ARTICLE 9
                             OBLIGATIONS/SETOFF

     Section 9.1. OBLIGATIONS/SETOFF. The obligations of the parties as set
forth in this agreement shall be unconditional and irrevocable, and shall
not be subject to any defense or be released, discharged or otherwise
affected by any matter, including impossibility, illegality,
impracticality, frustration of purpose, force majeure, act of government,
the bankruptcy or insolvency of any party hereto, and the obligations of
each party shall not be subject to any right of setoff or recoupment which
such party may not or hereafter have against the other party.


                                 ARTICLE 10
                    LIMITATION ON USE OF LICENSED MARKS


     Section 10.1. RESTRICTIONS ON USE. Licensee is not permitted to make
any use of the Licensed Marks in connection with products or services other
than the Sprint PCS Products and Services, and as specifically authorized
in Sections 1.1(b) above with respect to Related Equipment and Premium and
Promotional Items, nor to make any use of the Licensed Marks directed
outside of the Service Area.

     Section 10.2 ADHERENCE TO TRADEMARK AND SERVICE MARK USAGE GUIDELINES.
Licensee agrees to comply with and adhere to Trademark and Service Mark
Usage Guidelines for the depiction or presentation of the Licensed Marks,
as furnished by Licensor. Prior to Licensee depicting or presenting any of
the Licensed Marks on any type of marketing, advertising or promotional
materials, Licensee agrees to submit samples of such materials to Licensor
for approval. Licensor shall have fourteen (14) days from the date Licensor
receives such materials to approve or object to any such materials
submitted to Licensor for review. In the event Licensor does not object to
such materials within such fourteen (14) day period, such materials shall
be deemed approved by Licensor. Thereafter, Licensee shall not be obligated
to submit to Licensor materials prepared in accordance with the samples
previously approved by Licensor and the Trademark and Service Mark Usage
Guidelines; provided, however, Licensee shall, at the reasonable request of
Licensor, continue to furnish samples of such marketing, advertising and
promotional materials to Licensor from time to time during the term hereof
at the request of Licensor.

     Section 10.3. USE OF SIMILAR TRADEMARKS AND SERVICE MARKS. Licensee
agrees not to use (a) any trademark or service mark which is confusingly
similar to, or a colorable imitation of, the Licensed Marks or any part
thereof, or (b) any work, symbol, character, or set of words, symbols, or
characters, which in any language would be identified as the equivalent of
the Licensed Marks or that are otherwise confusingly similar to, or a
colorable imitation of, the Licensed Marks, whether during the term of this
agreement or at any time following termination of this agreement. Licensee
shall not knowingly engage in any conduct which may place the Sprint PCS
Products and Services, the Licensed Marks or Licensor in a negative light
or context.

     Section 10.4. SERVICES OF PUBLIC FIGURES. Licensee agrees to obtain
Licensor's prior written approval (which approval will not be unreasonably
withheld) before engaging the services of any celebrity or publicly known
individual for endorsement of any Sprint PCS Products and Services or
Premium and Promotional Items.

                                     Page 8

<PAGE>

                                 ARTICLE 11
                           CONTROL OF BRAND IMAGE

     Section 11.1 EXCLUSIVE USE OF LICENSED MARKS. The Sprint PCS Products
and Services shall be marketed by Licensee solely under the Licensed Marks.


     Section 11.2. CONSISTENCY WITH BRAND IMAGE AND PRINCIPLES. Licensee
shall use the Licensed Marks in a manner that is consistent with the brand
image and principles established by Licensor, and mechanics to ensure
consistency will be included in the Marketing Communications Guidelines.


     Section 11.3 MANAGEMENT OF BRAND IMAGE. Licensor shall be responsible
for the overall management of the brand image for the Licensed Marks. All
advertising, marketing and promotional materials using the Licensed Marks
prepared by Licensee shall, in addition to the provisions set forth in
Section 11.2 above, comply with the Marketing Communications Guidelines to
be furnished by Licensor to Licensee as such Marketing Communications
Guidelines may be amended and updated by Licensor from time to time. Such
Marketing Communications Guidelines shall establish reasonable principles
to be followed in the development of advertising, marketing and promotional
campaigns in order to ensure a consistent and coherent brand image. All
advertising, marketing and promotional campaigns conducted by Licensee
shall be conducted in a manner consistent with the Marketing Communications
Guidelines.


     Section 11.4. ADVERTISING AGENCIES; PROMOTIONS. Licensee may select
its own advertising agencies for development of its advertising and
promotional campaigns; provided, however, that all media buys shall be
coordinated by Licensee with the buying agency of Licensor. Licensee and
Licensor shall conduct ongoing reviews of upcoming advertising, marketing
and promotional campaigns of each party and shall use good faith efforts to
coordinate their respective campaigns in a manner that will maximize the
advertising, marketing and promotional efforts of the parties and be
consistent with the Marketing Communications Guidelines. Licensee shall not
initiate any products or promotions under names which are confusingly
similar to any names of national product offerings or promotions by
Licensor. Neither Licensor nor any of its Controlled Related Parties shall
initiate any products or promotions under names which are confusingly
similar to any names of national product offerings or promotions by
Licensee. In addition, Licensor will use its commercially reasonable
efforts to ensure that no third party licensee under the Licensed Marks
initiates any products or promotions in the Service Area under names which
are confusingly similar to any names of national product offerings or
promotions by Licensee.


         Section 11.5 OWNERSHIP OF ADVERTISING MATERIALS. All agreements
entered into by Licensee with advertising agencies shall provide that
Licensor shall own all advertising materials (including concepts, themes,
characters and the like) created or developed thereunder. Subject to the
terms and conditions set forth herein, Licensee shall receive a perpetual,
non-exclusive, royalty-free license to use such materials in connection
with advertising and promotional materials developed by Licensee; provided,
however, that the rights granted under such perpetual license shall be
limited solely to the use of such materials and shall not extend the term
of the license with respect to the Licensed Marks provided for hereunder.


                                 ARTICLE 12
                          RELATIONSHIP OF PARTIES

     Section 12.1. RELATIONSHIP OF PARTIES. It is the express intention of
the parties that Licensee is and shall be an independent contractor and no
partnership shall exist between Licensee and Licensor pursuant hereto. This
agreement shall not be construed to make Licensee the agent or legal
representative of Licensor for any purpose whatsoever (except as expressly
provided in Articles 7 and 8), and Licensee is not granted any right or
authority to assume or create any obligations for, on behalf of, or in the
name of Licensor (except as expressly provided in Articles 7 and 8).
Licensee agrees, and shall require its permitted sublicensees to agree, not
to incur or contract any debt or obligation on behalf of Licensor, or
commit any act, make any representation, or advertise in any manner that
may adversely affect any right of Licensor in or with respect to the
Licensed Marks or be detrimental to Licensor's image.

                                     Page 9

<PAGE>

                                 ARTICLE 13
                 TERM; TERMINATION; EFFECTS OF TERMINATION

     Section 13.1. TERM. This agreement commences on the date of execution
and continues until the Management Agreement terminates, unless earlier
terminated in accordance with the terms set forth in this Article 13. This
agreement automatically terminates upon termination of the Management
Agreement.

     Section 13.2. EVENTS OF TERMINATION. If any of the following events
shall occur with respect to Licensee, each such occurrence shall be deemed
an "Event of Termination":

     (a)  Bankruptcy. The occurrence of a "Bankruptcy" with respect to
          Licensee.

     (b)  Breach of Agreements. Licensee fails to perform in accordance
          with any of the material terms and conditions contained herein in
          any material respect.

     (c)  Material Misrepresentation. Licensee breaches any material
          representation or warranty of Licensee made in Section 4.2 or
          Article 6 in any material respect.

     (d)  Termination of Management Agreement. The termination of the
          Management Agreement, for whatever reason.

     Section 13.3. LICENSOR'S RIGHT TO TERMINATE UPON EVENT OF TERMINATION.
Licensor may, at its option, without prejudice to any other remedies it may
have, terminate this agreement by giving written notice of such termination
to Licensee as follows: (a) immediately, upon the occurrence of any Event
of Termination pursuant to Section 13.2(a) with respect to Licensee; or (b)
after the expiration of thirty (30) days from Licensee's receipt of written
notice from Licensor of the occurrence of any Event of Termination pursuant
to Sections 13.2(b) or 13.2(c), if such failure to perform or breach is
then still uncured; or (c) immediately upon the repeated or continuing
occurrence of Events of Termination pursuant to Section 13.2(b) (regardless
of whether such continuing failures to perform or breaches have been cured
by Licensee in accordance with the provisions of clause (b) or this Section
13.3); or (d) immediately upon the occurrence of a termination pursuant to
Section 13.2(d).

     Section 13.4 LICENSEE'S RIGHT TO TERMINATE. Licensee may, at its
option, without prejudice to any other remedies it may have, terminate this
agreement by giving written notice of such termination to Licensor as
follows: (a) immediately, in the event that Licensor abandons the Licensed
Marks or otherwise ceases to support the Licensed Marks in Licensor's
business; or (b) immediately in the event of the occurrence of a Bankruptcy
with respect to Licensor; or (c) immediately in the event of an occurrence
of termination pursuant to Section 13.2(d).

     Section 13.5. EFFECTS OF TERMINATION. Upon the termination of this
agreement for any reason, all rights of Licensee in and to the Licensed
Marks in the Service Area shall cease within thirty (30) days following the
date on which this agreement terminates (except in the case of a
termination resulting from an Event of Termination described in Section
13.2(b), (c) or (d), in which case such rights to use the Licensed Marks
will terminate immediately upon the date of termination); provided,
however, that Licensee may thereafter sell, transfer or otherwise dispose
of any Related Equipment and Premium and Promotional Items that are then in
Licensee's inventory (or which Licensee has purchased or is then legally
obligated to purchase) for an additional reasonable period not to exceed
three (3) months. Licensee's right of disposal under this Section 13.5
shall not prohibit Licensor from granting to third parties during the
disposal period licenses and other rights with respect to the Licensed
Marks. The provisions of Articles 3, 4, 5, 6 and 8 will survive any
termination of this agreement.


                                 ARTICLE 14
                          ASSIGNMENT; SUBLICENSING

     Section 14.1. LICENSEE RIGHT TO ASSIGN. Licensee, without the prior
written consent of Licensor (in its sole discretion), shall have no right
to assign any of its rights or obligations hereunder.

     Section 14.2. LICENSOR RIGHT TO ASSIGN THE LICENSED MARKS. Nothing
herein shall be construed to limit the right of the Licensor to transfer or
assign its interests in the Licensed Marks, subject to the agreement of the
assignee to be bound by the terms and conditions of this agreement.

     Section 14.3. LICENSES TO ADDITIONAL LICENSEES; SUBLICENSES; LICENSES
TO ADDITIONAL LICENSEES. Licensee shall not sublicense (or attempt to
sublicense) any of its rights hereunder without the prior written consent
of Licensor, in the sole discretion of Licensor.

                                    Page 10
<PAGE>


                                 ARTICLE 15
                               MISCELLANEOUS

     Section 15.1. NOTICES. Any notice, payment, demand, or communication
required or permitted to be given by any provision of this agreement shall
be in writing and mailed (certified or registered mail, postage prepaid,
return receipt requested) or sent by hand or overnight courier, or by
facsimile (with acknowledgment received), charges prepaid and addressed as
described on the Notice Address Schedule attached to the Master Signature
Page, or to such other address or number as such party may from time to
time specify by written notice to the other party in accordance with the
provisions of this Section 15.1. All notices and other communications given
to a party in accordance with the provisions of this agreement shall be
deemed to have been given and received (i) four (4) Business Days after the
same are sent by certified or registered mail, postage prepaid, return
receipt requested, (ii) when delivered by hand or transmitted by facsimile
(with acknowledgment received and, in the case of a facsimile only, a copy
of such notice is sent no later than the next Business Day by a reliable
overnight courier service, with acknowledgment of receipt) or (iii) one (1)
Business Day after the same are sent by a reliable overnight courier
service, with acknowledgment of receipt.

     Section 15.2. BINDING EFFECT. Except as otherwise provided in this
agreement, this agreement shall be binding upon and inure to the benefit of
the parties and their respective successors, transferees, and assigns.

     Section 15.3. CONSTRUCTION. This agreement shall be construed simply
according to its fair meaning and not strictly for or against any party.

     Section 15.4. TIME. Time is of the essence with respect to this
agreement.

     Section 15.5. TABLE OF CONTENTS; HEADINGS. The table of contents and
section and other headings contained in this agreement are for reference
purposes only and are not intended to describe, interpret, define or limit
the scope, extent or intent of this agreement.

     Section 15.6. SEVERABILITY. Every provision of this agreement is
intended to be severable. If any term or provision hereof is illegal,
invalid or unenforceable for any reason whatsoever, that term or provision
will be enforced to the maximum extent permissible so as to effect the
intent of the parties, and such illegality, invalidity or unenforceability
shall not affect the validity or legality of the remainder of this
agreement. If necessary to effect the intent of the parties, the parties
will negotiate in good faith to amend this agreement to replace the
unenforceable language with enforceable language which as closely as
possible reflects such intent.

     Section 15.7. FURTHER ACTION. Each party, upon the reasonable
request of the other party, agrees to perform all further acts and execute,
acknowledge, and deliver any documents which may be reasonably necessary,
appropriate, or desirable to carry out the intent and purposes of this
agreement.

     Section 15.8. GOVERNING LAW. The internal laws of the State of
Missouri (without regard to principles of conflict of law) shall govern the
validity of this agreement, the construction of its terms, and the
interpretation of the rights and duties of the parties.

     Section 15.9. SPECIFIC PERFORMANCE. Each party agrees with the other
party that the other party would be irreparably damaged if any of the
provisions of this agreement are not performed in accordance with their
specific terms and that monetary damages would not provide an adequate
remedy in such event. Accordingly, in addition to any other remedy to which
the nonbreaching party may be entitled, at law or in equity, the
nonbreaching party shall be entitled to injunctive relief to prevent
breaches of this agreement and specifically to enforce the terms and
provisions hereof.

                                    Page 11

<PAGE>

     Section 15.10. ENTIRE AGREEMENT. The provisions of this agreement set
forth the entire agreement and understanding between the parties as to the
subject matter hereof and supersede all prior agreements, oral or written,
and other communications between the parties relating to the subject matter
hereof.

     Section 15.11. LIMITATION ON RIGHTS OF OTHERS. Nothing in this
agreement, whether express or implied, shall be construed to give any party
other than the parties any legal or equitable right, remedy or claim under
or in respect of this agreement.

     Section 15.12. WAIVERS; REMEDIES. The observance of any term of this
agreement may be waived (either generally or in a particular instance and
either retroactively or prospectively) by the party or parties entitled to
enforce such term, but any such waiver shall be effective only if in
writing signed by the party or parties against which such waiver is to be
asserted. Except as otherwise provided herein, no failure or delay of any
party in exercising any power or right under this agreement shall operate
as a waiver thereof, nor shall any single or partial exercise of any such
right or power, or any abandonment or discontinuance of steps to enforce
such right or power, preclude any other further exercise thereof or the
exercise of any other right or power.

     Section 15.13. JURISDICTION; CONSENT TO SERVICE OF PROCESS.

     (a)  Each party hereby irrevocably and unconditionally submits, for
          itself and its property, to the nonexclusive jurisdiction of any
          Missouri State court sitting in the County of Jackson or any
          Federal court of the United States of America sitting in the
          Western District of Missouri, and any appellate court from any
          such court, in any suit action or proceeding arising out of or
          relating to this agreement, or for recognition or enforcement of
          any judgment, and each party hereby irrevocably and
          unconditionally agrees that all claims in respect of any such
          suit, action or proceeding may be heard and determined in such
          Missouri State Court or, to the extent permitted by law, in such
          Federal court.

     (b)  Each party hereby irrevocably and unconditionally waives,to
          the fullest extent it may legally do so, any objection which it may
          now or hereafter have to the laying of venue of any suit, action or
          proceeding arising out of or relating to this agreement in Missouri
          State court sitting in the County of Jackson or any Federal court
          sitting in the Western District of Missouri. Each party hereby
          irrevocably waives, to the fullest extent permitted by law, the
          defense of an inconvenient forum to the maintenance of such suit,
          action or proceeding in any such court and further waives the right
          to object, with respect to such suit, action or proceeding, that
          such court does not have jurisdiction over such party.

     (c)  Each party irrevocably consents to service of process in the
          manner provided for the giving of notices pursuant to this
          agreement, provided that such service shall be deemed to have
          been given only when actually received by such party. Nothing in
          this agreement shall affect the right of a party to serve process
          in another manner permitted by law.

     Section 15.14. WAIVER OF JURY TRIAL. Each party waives, to the fullest
extent permitted by applicable law, any right it may have to a trial by
jury in respect of any action, suit or proceeding arising out of or
relating to this agreement.

     Section 15.15. CONSENTS. Whenever this agreement requires or permits
consent by or on behalf of a party, such consent shall be given in writing
in a manner consistent with the requirements for a waiver of compliance as
set forth in Section 15.13, with appropriate notice in accordance with
Section 15.1 of this agreement.

                                    Page 12

<PAGE>

     Section 15.16. MASTER SIGNATURE PAGE. Each party agrees that it will
execute the Master Signature Page that evidences such party's agreement to
execute, become a party to and be bound by this agreement, which document
in incorporated herein by this reference.


         [The remainder of this page is intentionally left blank.]







                                    Page 13


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.1
<SEQUENCE>18
<FILENAME>file018.txt
<DESCRIPTION>COMPUTATION OF RATIO OF EARNINGS
<TEXT>

<PAGE>
                                                                    Exhibit 12.1
                                                                    ------------
                             ALAMOSA (DELAWARE), INC.
                Computation of Ratio of Earnings to Fixed Charges

<TABLE>
<CAPTION>

                                                     1998            1999          2000
                                                ------------    ------------    ------------
<S>                                             <C>             <C>             <C>
Income (Loss) from Operations                   $   (923,822)   $(32,835,859)   $(80,188,100)

Fixed Charges
  Interest Expense (included Amtz of Cap Int)             17       2,641,293      25,774,925
  Interest Capitalized                                               656,985
  Amortization of Debt Issuance                                      331,063       1,397,546

Capitalized Interest                                    --          (656,985)           --
Amortization of Debt Issuance
                                                ------------    ------------    ------------
Earnings (Loss)
    before fixed charges                            (923,805)    (29,863,503)    (53,015,630)
                                                ============    ============    ============

Interest Expense                                          17       2,641,293      25,774,925
Capitalized Interest                                    --           656,985            --
Amortization of Debt Issuance                           --           331,063       1,397,546
                                                ------------    ------------    ------------
Fixed Charges                                             17       3,629,341      27,172,471
                                                ============    ============    ============

Deficiency of earnings
   to fixed charges (1)                             (923,822)    (33,492,845)    (80,188,100)
                                                ============    ============    ============
</TABLE>

(1)  For purposes of computing the deficiency of earnings before fixed charges,
     fixed charges consist of interest expense, rental expense, and amortization
     of expense related to indebtedness. The deficiency of earnings before fixed
     charges is the amount required for the ratio of earnings to fixed charges
     to be one-to-one.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21.1
<SEQUENCE>19
<FILENAME>file019.txt
<DESCRIPTION>SUBSIDIARIES
<TEXT>

<PAGE>
                                                                    EXHIBIT 21.1

<TABLE>
<CAPTION>
                                                                                  State of
Parent (at May 9, 2001)                Subsidiary                                 Formation
-----------------------                ----------                                 ---------
<S>                                   <C>                                          <C>
Alamosa (Delaware), Inc.               Alamosa Delaware Operations, LLC            Delaware
Alamosa (Delaware), Inc.               Alamosa Holdings, LLC                       Delaware
Alamosa Holdings, LLC                  Alamosa PCS, Inc.                           Delaware
Alamosa Holdings, LLC                  Alamosa Missouri, LLC (1)                   Missouri
Alamosa Holdings, LLC                  Washington Oregon Wireless, LLC             Oregon
Alamosa Holdings, LLC                  SWGP, L.L.C.                                Oklahoma
Alamosa Holdings, LLC                  SWLP, L.L.C.                                Oklahoma
SWGP, L.L.C.                           Southwest PCS, L.P.                         Oklahoma
SWLP, L.L.C.                           Southwest PCS, L.P.                         Oklahoma
Southwest PCS, L.P.                    Southwest PCS Properties, LLC               Delaware
Southwest PCS, L.P.                    Southwest PCS Licenses, LLC                 Delaware
Alamosa PCS, Inc.                      Alamosa Wisconsin GP, LLC                   Wisconsin
Alamosa PCS, Inc.                      Alamosa Finance, LLC                        Delaware
Alamosa PCS, Inc.                      Alamosa Limited, LLC                        Delaware
Alamosa PCS, Inc.                      Alamosa Delaware GP, LLC                    Delaware
Alamosa PCS, Inc.                      Alamosa Wisconsin Limited Partnership       Wisconsin
Alamosa PCS Holdings, Inc.             Alamosa Wisconsin Limited Partnership       Wisconsin
Alamosa Wisconsin GP, LLC              Alamosa Wisconsin Limited Partnership       Wisconsin
Alamosa Limited, LLC                   Texas Telecommunications LP                 Texas
Alamosa Delaware GP, LLC               Texas Telecommunications LP                 Texas
Alamosa Missouri, LLC (1)              Alamosa Missouri Properties, LLC (2)        Missouri
Washington Oregon Wireless, LLC        Washington Oregon Wireless Properties, LLC  Delaware
Washington Oregon Wireless, LLC        Washington Oregon Wireless Licenses, LLC    Delaware
Alamosa Wisconsin Limited Partnership  Alamosa (Wisconsin) Properties, LLC         Wisconsin
Texas Telecommunications, LP           Alamosa Properties, LP                      Wisconsin
Alamosa Delaware GP, LLC               Alamosa Properties, LP                      Wisconsin
</TABLE>

(1)  Formerly Roberts Wireless Communications, L.L.C.
(2)  Formerly Roberts Wireless Properties, LLC.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>20
<FILENAME>file020.txt
<DESCRIPTION>CONSENT OF INDEPENDENT ACCOUNTANTS
<TEXT>

<PAGE>



                                                                   Exhibit 23.1
                                                                   ------------


                       CONSENT OF INDEPENDENT ACCOUNTANTS
                       ----------------------------------


We hereby consent to the use in this Registration Statement on Form S-4 of
Alamosa (Delaware), Inc. of our report dated February 19, 2001, except for Note
19 as to which the date is March 9, 2001 relating to the financial statements of
Alamosa (Delaware), Inc., which appears in such Registration Statement. We also
consent to the use of our report dated February 19, 2001 relating to the
financial statement schedule, which appears in such Registration Statement. We
also consent to the references to us under the headings "Experts" and "Selected
Financial Data" in such Registration Statement.



PricewaterhouseCoopers LLP

Dallas, Texas
May 9, 2001






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>21
<FILENAME>file021.txt
<DESCRIPTION>CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
<TEXT>


<PAGE>
                                                                   Exhibit 23.2
                                                                   ------------


                [Letterhead of Aldrich, Kilbride and Tatone LLP]



                    Consent of Independent Public Accountants


We hereby consent to the use in this Registration Statement on Form S-4 of
Alamosa (Delaware), Inc. of our report dated February 28, 2001 relating to
the financial statements of Washington Oregon Wireless, LLC, which appear
in the Registration Statement. We also consent to the reference to us under
the heading "Experts" in such Registration Statement.


                                  Aldrich, Kilbride and Tatone LLP

                                  /s/ Aldrich, Kilbride and Tatone LLP

Salem, Oregon
May 7, 2001

                                     Page 1


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.3
<SEQUENCE>22
<FILENAME>file022.txt
<DESCRIPTION>MELMAN, ALTON & CO. L.L.C.
<TEXT>

<PAGE>
                                                                    Exhibit 23.3


                   [Letterhead of Melman, Alton & Co., L.L.C.]

                                                    Certified Public Accountants


                       CONSENT OF INDEPENDENT ACCOUNTANTS



We hereby consent to the use in this Registration Statement on Form S-4 of
Alamosa (Delaware), Inc. of our report dated March 24, 2001 relating to the
consolidated financial statements of Robert Wireless Communications, L.L.C.,
which appear in such Registration Statement. We also consent to the reference to
us under the heading "Experts" in such Registration Statement.


                                                 /s/ Melman, Alton & Co., L.L.C.
                                                 -------------------------------
                                                 Melman, Alton & Co., L.L.C.
                                                 St. Louis, Missouri




May 7, 2001



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.5
<SEQUENCE>23
<FILENAME>file023.txt
<DESCRIPTION>CONSENT OF INDEPENDENT ACCOUNTANTS
<TEXT>

<PAGE>
                                                                    Exhibit 23.5



                       CONSENT OF INDEPENDENT ACCOUNTANTS
                       ----------------------------------


We hereby consent to the use in this Registration Statement on Form S-4 of
Alamosa (Delaware), Inc. of our report dated April 27, 2001 relating to the
financial statements of SWPCS Holding, L.L.C., which appears in such
Registration Statement. We also consent to the references to us under the
headings "Experts" in such Registration Statement.



PricewaterhouseCoopers LLP

Dallas, Texas
May 9, 2001




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25.1
<SEQUENCE>24
<FILENAME>file024.txt
<DESCRIPTION>FORM T-1
<TEXT>


<PAGE>

                                                                   Exhibit 25.1
===============================================================================

                     SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549
                       -----------------------------

                                  FORM T-1

                          STATEMENT OF ELIGIBILITY
                 UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                  CORPORATION DESIGNATED TO ACT AS TRUSTEE
                       -----------------------------

   CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT
                           TO SECTION 305(b) (2)
                                   -----

              WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
            (Exact name of trustee as specified in its charter)

A U.S. National Banking Association                   41-1592157
(Jurisdiction of incorporation or                     (I.R.S. Employer
organization if not a U.S. national                   Identification No.)
bank)

Sixth Street and Marquette Avenue
Minneapolis, Minnesota                                55479
(Address of principal executive offices)              (Zip code)

                     Stanley S. Stroup, General Counsel
              WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
                     Sixth Street and Marquette Avenue
                        Minneapolis, Minnesota 55479
                               (612) 667-1234
                            (Agent for Service)
                       -----------------------------

                          ALAMOSA (DELAWARE), INC.
            (Exact name of obligor as specified in its charter)

Delaware                                       75-2843707
(State or other jurisdiction of                (I.R.S. Employer
incorporation or organization)                 Identification No.)

5225 S Loop 289
Lubbock, Texas                                 79424
(Address of principal executive offices)       (Zip code)

                       -----------------------------
                        12 1/2% Senior Notes due 2011
                    (Title of the indenture securities)
===============================================================================



                                     Page 1
<PAGE>

Item 1. General Information. Furnish the following information as to the
trustee:

                  (a)      Name and address of each examining or
                           supervising authority to which it is subject.

                           Comptroller of the Currency
                           Treasury Department
                           Washington, D.C.

                           Federal Deposit Insurance Corporation
                           Washington, D.C.

                           The Board of Governors of the Federal Reserve System
                           Washington, D.C.

                  (b)      Whether it is authorized to exercise corporate
                           trust powers.

                           The trustee is authorized to exercise corporate
                           trust powers.

Item 2.   Affiliations with Obligor. If the obligor is an affiliate of
          the trustee, describe each such affiliation.

                  None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the
obligor is not in default as provided under Item 13.

Item 15.  Foreign Trustee. Not applicable.

Item 16.  List of Exhibits.         List below all exhibits filed as a part
                                    of this Statement of Eligibility. Wells
                                    Fargo Bank incorporates by reference
                                    into this Form T-1 the exhibits
                                    attached hereto.

         Exhibit 1.        a.       A copy of the Articles of Association
                                    of the trustee now in effect.***

         Exhibit 2.        a.       A copy of the certificate of authority
                                    of the trustee to commence business
                                    issued June 28, 1872, by the
                                    Comptroller of the Currency to The
                                    Northwestern National Bank of
                                    Minneapolis.*

                           b.       A copy of the certificate of the
                                    Comptroller of the Currency dated
                                    January 2, 1934, approving the
                                    consolidation of The Northwestern
                                    National Bank of Minneapolis and The
                                    Minnesota Loan and Trust Company of
                                    Minneapolis, with the surviving entity
                                    being titled Northwestern National Bank
                                    and Trust Company of Minneapolis.*


                                     Page 2


<PAGE>

                           c.       A copy of the certificate of the Acting
                                    Comptroller of the Currency dated
                                    January 12, 1943, as to change of
                                    corporate title of Northwestern
                                    National Bank and Trust Company of
                                    Minneapolis to Northwestern National
                                    Bank of Minneapolis.*

                           d.       A copy of the letter dated May 12, 1983
                                    from the Regional Counsel, Comptroller
                                    of the Currency, acknowledging receipt
                                    of notice of name change effective May
                                    1, 1983 from Northwestern National Bank
                                    of Minneapolis to Norwest Bank
                                    Minneapolis, National Association.*

                           e.       A copy of the letter dated January 4,
                                    1988 from the Administrator of National
                                    Banks for the Comptroller of the
                                    Currency certifying approval of
                                    consolidation and merger effective
                                    January 1, 1988 of Norwest Bank
                                    Minneapolis, National Association with
                                    various other banks under the title of
                                    "Norwest Bank Minnesota, National
                                    Association."*

                           f.       A copy of the letter dated July 10,
                                    2000 from the Administrator of National
                                    Banks for the Comptroller of the
                                    Currency certifying approval of
                                    consolidation effective July 8, 2000 of
                                    Norwest Bank Minnesota, National
                                    Association with various other banks
                                    under the title of "Wells Fargo Bank
                                    Minnesota, National Association."****

         Exhibit  3.       A copy of the authorization of the trustee to
                           exercise corporate trust powers issued January
                           2, 1934, by the Federal Reserve Board.*

         Exhibit 4.        Copy of By-laws of the trustee as now in effect.***

         Exhibit 5.        Not applicable.

         Exhibit 6.        The consent of the trustee required by Section
                           321(b) of the Act.

         Exhibit 7.        A copy of the latest report of condition of
                           the trustee published pursuant to law or the
                           requirements of its supervising or examining
                           authority. **

         Exhibit 8.        Not applicable.

         Exhibit 9.        Not applicable.



         *        Incorporated by reference to exhibit number 25 filed with
                  registration statement number 33-66026.

         **       Incorporated by reference to exhibit number 25 filed with
                  registration statement number 333-56748

         ***      Incorporated by reference to exhibit T3G filed with
                  registration statement number 022-22473.

         ****     Incorporated by reference to exhibit number 25.1 filed
                  with registration statement number 001-15891.


                                     Page 3

<PAGE>

                                 SIGNATURE


Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Wells Fargo Bank Minnesota, National Association, a
national banking association organized and existing under the laws of the
United States of America, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all
in the City of Minneapolis and State of Minnesota on the 20th day of April
2001.






                                            WELLS FARGO BANK MINNESOTA,
                                            NATIONAL ASSOCIATION

                                            /s/ Timothy P. Mowdy
                                            ------------------------------------
                                            Timothy P. Mowdy
                                            Corporate Trust Officer


                                     Page 4

<PAGE>


                                                                       EXHIBIT 6



April 20, 2001



Securities and Exchange Commission
Washington, D.C.  20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as
amended, the undersigned hereby consents that reports of examination of the
undersigned made by Federal, State, Territorial, or District authorities
authorized to make such examination may be furnished by such authorities to
the Securities and Exchange Commission upon its request therefor.





                                            Very truly yours,

                                            WELLS FARGO BANK MINNESOTA,
                                            NATIONAL ASSOCIATION

                                            /s/ Timothy P. Mowdy
                                            ------------------------------------
                                            Timothy P. Mowdy
                                            Corporate Trust Officer


                                     Page 5


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>25
<FILENAME>file025.txt
<DESCRIPTION>LETTER OF TRANSMITTAL
<TEXT>


<PAGE>

                                                               Exhibit 99.1
                                                               ------------

                           LETTER OF TRANSMITTAL

                          ALAMOSA (DELAWARE), INC.

                           OFFER FOR $250,000,000
                       12-1/2% SENIOR NOTES DUE 2011
                              IN EXCHANGE FOR
                       12-1/2% SENIOR NOTES DUE 2011
                      WHICH HAVE BEEN REGISTERED UNDER
                   THE SECURITIES ACT OF 1933, AS AMENDED

                PURSUANT TO THE PROSPECTUS, DATED [ ], 2001

---------------------------------------------------------------------------
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON [ ],
UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO
5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
---------------------------------------------------------------------------


               The Exchange Agent for the Exchange Offer is:

                      Wells Fargo Bank Minnesota, N.A.

<TABLE>
<CAPTION>
<S>                                     <C>                                    <C>
By Registered & Certified Mail:         By Regular Mail or Overnight            In Person by Hand Only:
                                        Courier:

WELLS FARGO BANK                        WELLS FARGO BANK                        WELLS FARGO BANK
MINNESOTA, N.A.                         MINNESOTA, N.A.                         MINNESOTA, N.A.
Corporate Trust Operations              Corporate Trust Operations              12th Floor - Northstar East
MAC N9303-121                           MAC N9303-121                           Buildingz

PO Box 1517                             Sixth & Marquette Avenue                Corporate Trust Services
Minneapolis, MN  55480                  Minneapolis, MN  55479                  608 Second Avenue South
                                                                                Minneapolis, MN
</TABLE>




                                    Page 1
<PAGE>


               By Facsimile (for Eligible Institutions only):
                               (612) 667-4927


                     For Information or Confirmation by
                                 Telephone:
                               (800) 344-5128

          DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET
FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY OF THIS LETTER OF
TRANSMITTAL.

          The undersigned acknowledges that he or she has received the
Prospectus, dated [ ] (the "Prospectus"), of Alamosa (Delaware), Inc., a
Delaware corporation (the"Company"), and this Letter of Transmittal (the
"Letter"), which together constitute the Company's offer (the "Exchange
Offer") to exchange an aggregate principal amount of $250,000,000 of the
Company's 12-1/2% Senior Notes due 2011 (the "Exchange Notes") which have
been registered under the Securities Act of 1933, as amended (the
"Securities Act"), for like principal amounts of the Company's issued and
outstanding 12-1/2% Senior Notes due 2011 (the "Original Notes") from the
registered holders thereof (the "Holders").

         For each Original Note accepted for exchange, the Holder of such
Original Note will receive an Exchange Note having a principal amount equal to
that of the surrendered Original Note. The Exchange Notes will bear interest
from the most recent date to which interest has been paid on the Original Notes
exchanged therefor or, if no interest has been paid on such Original Notes,
from January 31, 2001. Accordingly, registered holders of Exchange Notes on the
relevant record date for the first interest payment date following the
consummation of the Exchange Offer will receive interest accruing from the most
recent date on which interest has been paid or, if no interest has been paid,
from January 31, 2001. Original Notes accepted for exchange will cease to
accrue interest from and after the date of consummation of the Exchange Offer.
Holders of Original Notes whose Original Notes are accepted for exchange will
not receive any payment in respect of accrued interest on such Original Notes
otherwise payable on any interest payment date the record date for which occurs
on or after consummation of the Exchange Offer.

          This Letter is to be completed by a Holder of Original Notes
either if certificates are to be forwarded herewith or if a tender of
certificates for Original Notes, if available, is to be made by book-entry
transfer to the account maintained by the Exchange Agent at The Depository
Trust Company (the"Book-Entry Transfer Facility") pursuant to the
procedures set forth in "The Exchange Offer -- Book-Entry Transfers"
section of the Prospectus. Holders of Original Notes whose certificates are
not immediately available, or who are unable to deliver their certificates
or confirmation of the book-entry tender of their Original Notes into the
Exchange Agent's account at the Book-Entry Transfer Facility (a "Book-Entry
Confirmation") and all other documents required by this Letter to the
Exchange Agent on or prior to the Expiration Date, must tender their
Original Notes according to the guaranteed delivery procedures set forth in
"The Exchange Offer -- Guaranteed Delivery Procedures" section of the
Prospectus. See Instruction 1.

          Delivery of documents to the Book-Entry Transfer Facility does
not constitute delivery to the Exchange Agent.

          The undersigned has completed the appropriate boxes below and
signed this Letter to indicate the action the undersigned desires to take
with respect to the Exchange Offer.

          List below the Original Notes to which this Letter relates. If
the space provided below is inadequate, the certificate numbers and
principal amount of Original Notes should be listed on a separate signed
schedule affixed hereto.



                                    Page 2
<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
                       DESCRIPTION OF ORIGINAL NOTES
-----------------------------------------------------------------------------------------------------
<S>                                    <C>               <C>                         <C>
   Name(s) and Address(es) of                            Aggregate Principal         Principal
      Registered Holder(s)             Certificate              Amount                 Amount
   (Please Fill In, If Blank)           Number(s)*           Represented             Tendered**








                                        Total
-----------------------------------------------------------------------------------------------------
</TABLE>


*   Need not be completed if Original Notes are being tendered by
    book-entry transfer

**  Unless otherwise indicated in this column, a holder will be
    deemed to have tendered ALL of the Original Notes represented by
    the Original Notes indicated in column 2. See Instruction 2.
    Original Notes tendered hereby must be in denominations of
    principal amount of $1,000 and any integral multiple thereof. See
    Instruction 1.



o    CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED BY
     BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE
     AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE
     FOLLOWING:
     Name of Tendering Institution _________________________________________

     Account Number __________________   Transaction Code Number ___________

o    CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED PURSUANT TO
     A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT
     AND COMPLETE THE FOLLOWING:
     Name(s) of Registered Holder(s)_________________________________________
     Window Ticket Number (if any) Date of___________________________________
     Date of Execution of Notice of Guaranteed Delivery _____________________
     Name of Institution Which Guaranteed Delivery___________________________




     IF DELIVERED BY BOOK-ENTRY TRANSFER, COMPLETE THE FOLLOWING:

     Account Number __________________   Transaction Code Number ___________

o    CHECK HERE IF TENDERED ORIGINAL NOTES ARE ENCLOSED HEREWITH.

o    CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
     ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR
     SUPPLEMENTS THERETO.
     Name:___________________________________________________________________

     Address: _______________________________________________________________



                                    Page 3
<PAGE>


          If the undersigned is not a broker-dealer, the undersigned
represents that it acquired the Exchange Notes in the ordinary course of
its business, it is not engaged in, and does not intend to engage in, a
distribution of Exchange Notes and has no arrangements or understandings
with any person to participate in a distribution of Exchange Notes. If the
undersigned is a broker-dealer that will receive Exchange Notes for its own
account in exchange for Original Notes, it represents that the Original
Notes to be exchanged for Exchange Notes were acquired by it as a result of
market-making activities or other trading activities and acknowledges that
it will deliver a prospectus in connection with any resale of such Exchange
Notes; however, by so acknowledging and by delivering a prospectus, the
undersigned will not be deemed to admit that it is an "underwriter" within
the meaning of the Securities Act.


            PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

          Upon the terms and subject to the conditions of the Exchange
Offer, the undersigned hereby tenders to the Company the aggregate
principal amount of Original Notes indicated above. Subject to, and
effective upon, the acceptance for exchange of the Original Notes tendered
hereby, the undersigned hereby sells, assigns and transfers to, or upon the
order of, the Company all right, title and interest in and to such Original
Notes as are being tendered hereby.

         The undersigned hereby irrevocably constitutes and appoints the
Exchange Agent as the undersigned's true and lawful agent and attorney-in-fact
with respect to such tendered Original Notes, with full power of substitution,
among other things, to cause the Original Notes to be assigned, transferred and
exchanged. The undersigned hereby represents and warrants that the undersigned
has full power and authority to tender, sell, assign and transfer the Original
Notes, and to acquire Exchange Notes issuable upon the exchange of such
tendered Original Notes, and that, when the same are accepted for exchange, the
Company will acquire good and unencumbered title thereto, free and clear of all
liens, restrictions, charges and encumbrances and not subject to any adverse
claim when the same are accepted by the Company. The undersigned hereby further
represents that any Exchange Notes acquired in exchange for Original Notes
tendered hereby will have been acquired in the ordinary course of business of
the person receiving such Exchange Notes, whether or not such person is the
undersigned, that neither the Holder of such Original Notes nor any such other
person is participating in, intends to participate in or has an arrangement or
understanding with any person to participate in the distribution of such
Exchange Notes and that neither the Holder of such Original Notes nor any such
other person is an "affiliate," as defined in Rule 405 under the Securities
Act, of the Company.

          The undersigned acknowledges that this Exchange Offer is being
made in reliance on interpretations by the staff of the Securities and
Exchange Commission (the "SEC"), as set forth in no-action letters issued
to third parties, that the Exchange Notes issued pursuant to the Exchange
Offer in exchange for the Original Notes may be offered for resale, resold
and otherwise transferred by Holders thereof (other than any such Holder
that is an"affiliate" of the Company within the meaning of Rule 405 under
the Securities Act), without compliance with the registration and
prospectus delivery provisions of the Securities Act, provided that such
Exchange Notes are acquired in the ordinary course of such Holders'
business and such Holders have no arrangement with any person to
participate in the distribution of such Exchange Notes. However, the SEC
has not considered the Exchange Offer in the context of a no-action letter
and there can be no assurance that the staff of the SEC would make a
similar determination with respect to the Exchange Offer as in other
circumstances. If the undersigned is not a broker-dealer, the undersigned
represents that it is not engaged in, and does not intend to engage in, a
distribution of Exchange Notes and has no arrangement or understanding to
participate in a distribution of Exchange Notes. If any Holder is an
affiliate of the Company, or is engaged in or intends to engage in or has
any arrangement or understanding with respect to the distribution of the
Exchange Notes to be acquired pursuant to the Exchange Offer, such Holder
(i) could not rely on the applicable interpretations of the staff of the
SEC and (ii) must comply with the registration and prospectus delivery



                                    Page 4
<PAGE>



requirements of the Securities Act in connection with any resale
transaction. If the undersigned is a broker-dealer that will receive
Exchange Notes for its own account in exchange for Original Notes, it
represents that the Original Notes to be exchanged for the Exchange Notes
were acquired by it as a result of market-making activities or other
trading activities and acknowledges that it will deliver a prospectus
meeting the requirements of the Securities Act in connection with any
resale of such Exchange Notes; however, by so acknowledging and by
delivering a prospectus meeting the requirements of the Securities Act, the
undersigned will not be deemed to admit that it is an "underwriter" within
the meaning of the Securities Act.

          The undersigned will, upon request, execute and deliver any
additional documents deemed by the Company to be necessary or desirable to
complete the sale, assignment and transfer of the Original Notes tendered
hereby. All authority conferred or agreed to be conferred in this Letter
and every obligation of the undersigned hereunder shall be binding upon the
successors, assigns, heirs, executors, administrators, trustees in
bankruptcy and legal representatives of the undersigned and shall not be
affected by, and shall survive, the death or incapacity of the undersigned.
This tender may be withdrawn only in accordance with the procedures set
forth in "The Exchange Offer -- Withdrawal Rights" section of the
Prospectus.

          Unless otherwise indicated herein in the box entitled "Special
Issuance Instructions" below, please deliver the Exchange Notes (and, if
applicable, substitute certificates representing Original Notes for any
Original Notes not exchanged) in the name of the undersigned or, in the
case of a book-entry delivery of Original Notes, please credit the account
indicated above maintained at the Book-Entry Transfer Facility. Similarly,
unless otherwise indicated under the box entitled "Special Delivery
Instructions" below, please send the Exchange Notes (and, if applicable,
substitute certificates representing Original Notes for any Original Notes
not exchanged) to the undersigned at the address shown above in the box
entitled "Description of Original Notes."

          THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF
ORIGINAL NOTES" ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE
TENDERED THE ORIGINAL NOTES AS SET FORTH IN SUCH BOX ABOVE.



                                    Page 5
<PAGE>


<TABLE>
<CAPTION>
---------------------------------------------------                       ---------------------------------------------------
<S>                                                                        <C>
      SPECIAL ISSUANCE INSTRUCTIONS                                                 SPECIAL DELIVERY INSTRUCTIONS
      (SEE INSTRUCTIONS 3 AND 4)                                                     (SEE INSTRUCTIONS 3 AND 4)

     To be comlepleted ONLY if certificates                                    To be completed ONLY if certificates for
 for Original Notes not exchanged and/or                                  Original Notes not exchanged and/or Exchange
 Exchange Notes are to be issued in the                                   Notes are to be sent to someone other than the
 name of and sent to someone other than                                   person or persons whose signature(s) appear(s
 the person or persons whose signature(s)                                 on this Letter above or to such person or
 appear(s) on this Letter above, or if                                    persons at an address other than shown in the
 Original Notes delivered by book-entry                                   box entitled "Description of Original Notes"
 transfer which are not accpeted for                                      on this Letter above
 exchange are to be returned by credit
 to an account maintained at the
 Book-Entry Transfer Facility other
 than the account indicated above.

 Issue Exchange Notes and/or Original Notes to:                            Mail Exchange Notes and/or Original Notes to:

Name(s)  _______________________________                                   Name(s)  _______________________________
          (PLEASE TYPE OR PRINT)                                                      (PLEASE TYPE OR PRINT)

         _______________________________                                           _______________________________
          (PLEASE TYPE OR PRINT)                                                       (PLEASE TYPE OR PRINT)

Address   _______________________________                                 Address   _______________________________

          _______________________________                                           _______________________________
                               (ZIP CODE)                                                                 (ZIP CODE)



      (COMPLETE SUBSTITUTE FORM W-9)

o    Credit unexchanged Original Notes delivered
     by book-entry transfer to the Book-Entry
     Transfer Facility account set forth below.

   _____________________________________________

   BOOK-ENTRY TRANSFER FACILITY
   (ACCOUNT NUMBER, IF APPLICABLE)
---------------------------------------------------                       ---------------------------------------------------
</TABLE>



                                    Page 6
<PAGE>


<TABLE>
<CAPTION>




IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATES FOR ORIGINAL NOTES OR A
BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED DELIVERY) MUST
BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

                            PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
                             CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.

------------------------------------------------------------------------------------------------------------------------
                                          PLEASE SIGN HERE
                             (TO BE COMPLETED BY ALL TENDERING HOLDERS)
                          (COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9 BELOW)

<S>                                                                   <C>

X  ____________________________________________________                _______________________, 2001

X  ____________________________________________________                _______________________, 2001
                (SIGNATURE(S) OF OWNER)                                             (DATE)

Area Code and Telephone Number:  ____________________________________

          If a holder is tendering any Original Notes, this Letter must be signed by the registered
holder(s) as the name(s) appear(s) on the certificate(s) for the Original Notes or by any person(s)
authorized to become registered holder(s) by endorsements and documents transmitted herewith. If
signature is by a trustee, executor, administrator, guardian, officer or other person acting in a
fiduciary or representative capacity, please set forth full title. See Instruction 3.

Name(s):   ____________________________________________________________________________
                           (PLEASE TYPE OR PRINT)
Capacity:  ____________________________________________________________________________

Address:   ____________________________________________________________________________

           ____________________________________________________________________________
                            (INCLUDING ZIP CODE)


                                         SIGNATURE GUARANTEE
                                   (IF REQUIRED BY INSTRUCTION 3)

Signature(s) Guaranteed by an Eligible Institution:

______________________________________________________________________________________
                               (AUTHORIZED SIGNATURE)

______________________________________________________________________________________
                                    (TITLE)

______________________________________________________________________________________
                                (NAME AND FIRM)

Dated: _____________________ , 2001


------------------------------------------------------------------------------------------------------------------------

</TABLE>




                                    Page 7
<PAGE>



                                INSTRUCTIONS

                          ALAMOSA (DELAWARE), INC.

          FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE
               OFFER FOR THE 12-1/2% SENIOR NOTES DUE 2011 IN
               EXCHANGE FOR THE 12-1/2% SENIOR NOTES DUE 2011
            WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT
         OF 1933, AS AMENDED, PURSUANT TO THE PROSPECTUS, DATED [ ]


1. DELIVERY OF THIS LETTER AND NOTES; GUARANTEED DELIVERY PROCEDURES.

          This Letter is to be completed by Holders of Original Notes
either if certificates are to be forwarded herewith or if tenders are to be
made pursuant to the procedures for delivery by book-entry transfer set
forth in "The Exchange Offer -- Book-Entry Transfers" section of the
Prospectus. Certificates for all physically tendered Original Notes, or
Book- Entry Confirmation, as the case may be, as well as a properly
completed and duly executed Letter (or manually signed facsimile hereof)
and any other documents required by this Letter, must be received by the
Exchange Agent at the address set forth herein on or prior to the
Expiration Date, or the tendering holder must comply with the guaranteed
delivery procedures set forth below. Original Notes tendered hereby must be
in denominations of principal amount of $1,000 and any integral multiple
thereof.

          Holders whose certificates for Original Notes are not immediately
available or who cannot deliver their certificates and all other required
documents to the Exchange Agent on or prior to the Expiration Date, or who
cannot complete the procedure for book-entry transfer on a timely basis,
may tender their Original Notes pursuant to the guaranteed delivery
procedures set forth in "The Exchange Offer -- Guaranteed Delivery
Procedures" section of the Prospectus. Pursuant to such procedures, (i)
such tender must be made through an Eligible Institution (as defined
herein), (ii) prior to 5:00 p.m., New York City time, on the Expiration
Date, the Exchange Agent must receive from such Eligible Institution a
properly completed and duly executed Letter (or a facsimile thereof) and
Notice of Guaranteed Delivery, substantially in the form provided by the
Company (by facsimile transmission, mail or hand delivery), setting forth
the name and address of the Holder of Original Notes and the amount of
Original Notes tendered, stating that the tender is being made thereby and
guaranteeing that within three New York Stock Exchange ("NYSE") trading
days after the Expiration Date, the certificates for all physically
tendered Original Notes, in proper form for transfer, or a Book-Entry
Confirmation, as the case may be, and any other documents required by this
Letter will be deposited by the Eligible Institution with the Exchange
Agent, and (iii) the certificates for all physically tendered Original
Notes, in proper form for transfer, or a Book-Entry Confirmation, as the
case may be, and all other documents required by this Letter, must be
received by the Exchange Agent within three NYSE trading days after the
Expiration Date.

          The method of delivery of this Letter, the Original Notes and all
other required documents is at the election and risk of the tendering
Holders, but the delivery will be deemed made only when actually received
or confirmed by the Exchange Agent. If Original Notes are sent by mail, it
is suggested that the mailing be registered mail, properly insured, with
return receipt requested, made sufficiently in advance of the Expiration
Date to permit delivery to the Exchange Agent prior to 5:00 p.m., New York
City time, on the Expiration Date.


                                    Page 8
<PAGE>



          See "The Exchange Offer" section of the Prospectus.

2. PARTIAL TENDERS (NOT APPLICABLE TO HOLDERS WHO TENDER BY
   BOOK-ENTRY TRANSFER).

          If less than all of the Original Notes evidenced by a submitted
certificate are to be tendered, the tendering Holder(s) should fill in the
aggregate principal amount of Original Notes to be tendered in the box
above entitled "Description of Original Notes -- Principal Amount
Tendered." A reissued certificate representing the balance of nontendered
Original Notes will be sent to such tendering Holder, unless otherwise
provided in the appropriate box on this Letter, promptly after the
Expiration Date. ALL OF THE ORIGINAL NOTES DELIVERED TO THE EXCHANGE AGENT
WILL BE DEEMED TO HAVE BEEN TENDERED UNLESS OTHERWISE INDICATED.

3. SIGNATURES ON THIS LETTER; BOND POWERS AND ENDORSEMENTS;
   GUARANTEE OF SIGNATURES.

          If this Letter is signed by the registered Holder of the Original
Notes tendered hereby, the signature must correspond exactly with the name
as written on the face of the certificates without any change whatsoever.

          If any tendered Original Notes are owned of record by two or
more joint owners, all of such owners must sign this Letter.

          If any tendered Original Notes are registered in different names
on several certificates, it will be necessary to complete, sign and submit
as many separate copies of this Letter as there are different registrations
of certificates.

          When this Letter is signed by the registered Holder or
Holders of the Original Notes specified herein and tendered hereby, no
endorsements of certificates or separate bond powers are required. If, however,
the Exchange Notes are to be issued, or any untendered Original Notes are to be
reissued, to a person other than the registered Holder, then endorsements of any
certificates transmitted hereby or separate bond powers are required. Signatures
on such certificate(s) must be guaranteed by an Eligible Institution.

          If this Letter is signed by a person other than the registered
Holder or Holders of any certificate(s) specified herein, such
certificate(s) must be endorsed or accompanied by appropriate bond powers,
in either case signed exactly as the name or names of the registered Holder
or Holders appear(s) on the certificate(s) and signatures on such
certificate(s) must be guaranteed by an Eligible Institution.

          If this Letter or any certificates or bond powers are signed by
trustees, executors, administrators, guardians, attorneys-in-fact, officers
of corporations or others acting in a fiduciary or representative capacity,
such persons should so indicate when signing, and, unless waived by the
Company, proper evidence satisfactory to the Company of their authority to
so act must be submitted.

          Endorsements on certificates for Original Notes or signatures on
bond powers required by this Instruction 3 must be guaranteed by a firm
that is a financial institution (including most banks, savings and loan
associations and brokerage houses) that is a participant in the Securities
Transfer Agents Medallion Program, the New York Stock Exchange Medallion
Signature Program or the Stock Exchanges Medallion Program (each an
"Eligible Institution").

          Signatures on this Letter need not be guaranteed by an Eligible
Institution, provided the Original Notes are tendered: (i) by a registered
Holder of Original Notes (which term, for purposes of the Exchange Offer,
includes any participant in the Book-Entry Transfer Facility system whose
name appears on a security position listing as the Holder of such Original
Notes) who has not completed the box entitled "Special Issuance
Instructions" or "Special Delivery Instructions" on this Letter, or (ii)
for the account of an Eligible Institution.


                                    Page 9
<PAGE>


4.  SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.

          Tendering Holders of Original Notes should indicate in the
applicable box the name and address to which Exchange Notes issued pursuant
to the Exchange Offer and or substitute certificates evidencing Original
Notes not exchanged are to be issued or sent, if different from the name or
address of the person signing this Letter. In the case of issuance in a
different name, the employer identification or social security number of
the person named must also be indicated. Noteholders tendering Original
Notes by book-entry transfer may request that Original Notes not exchanged
be credited to such account maintained at the Book-Entry Transfer Facility
as such Holder may designate hereon. If no such instructions are given,
such Original Notes not exchanged will be returned to the name and address
of the person signing this Letter.

5.  TAXPAYER IDENTIFICATION NUMBER.

          Federal income tax law generally requires that a tendering Holder
whose Original Notes are accepted for exchange must provide the
Company (as payor) with such Holder's correct Taxpayer Identification Number
("TIN") on Substitute Form W-9 below, which in the case of a tendering Holder
who is an individual, is his or her social security number. If the Company is
not provided with the current TIN or an adequate basis for an exemption from
backup withholding, such tendering Holder may be subject to a $50 penalty
imposed by the Internal Revenue Service. In addition, the Exchange Agent may be
required to withhold 31% of the amount of any reportable payments made after the
exchange to such tendering Holder of Exchange Notes. If withholding results in
an overpayment of taxes, a refund may be obtained.

          Exempt Holders of Original Notes (including, among others, all
corporations and certain foreign individuals) are not subject to these
backup withholding and reporting requirements. See the enclosed Guidelines
of Certification of Taxpayer Identification Number on Substitute Form W-9
(the "W-9 Guidelines") for additional instructions.

          To prevent backup withholding, each tendering Holder of Original
Notes must provide its correct TIN by completing the Substitute Form W-9
set forth below, certifying, under penalties of perjury, that the TIN
provided is correct (or that such Holder is awaiting a TIN) and that (i)
the Holder is exempt from backup withholding, or (ii) the Holder has not
been notified by the Internal Revenue Service that such Holder is subject
to backup withholding as a result of a failure to report all interest or
dividends or (iii) the Internal Revenue Service has notified the Holder
that such Holder is no longer subject to backup withholding. If the
tendering Holder of Original Notes is a nonresident alien or foreign entity
not subject to backup withholding, such Holder must give the Exchange Agent
a completed Form W-8, Certificate of Foreign Status. These forms may be
obtained from the Exchange Agent. If the Original Notes are in more than
one name or are not in the name of the actual owner, such Holder should
consult the W-9 Guidelines for information on which TIN to report. If such
Holder does not have a TIN, such Holder should consult the W-9 Guidelines
for instructions on applying for a TIN, check the box in Part 2 of the
Substitute Form W-9 and write "applied for" in lieu of its TIN. Note:
Checking this box and writing "applied for" on the form means that such
Holder has already applied for a TIN or that such Holder intends to apply
for one in the near future. If the box in Part 2 of the Substitute Form W-9
is checked, the Exchange Agent will retain 31% of reportable payments made
to a Holder during the sixty (60) day period following the date of the
Substitute Form W-9. If the Holder furnishes the Exchange Agent with his or
her TIN within sixty (60) days of the Substitute Form W-9, the Exchange
Agent will remit such amounts retained during such sixty (60) day period to
such Holder and no further amounts will be retained or withheld from
payments made to the Holder thereafter. If, however, such Holder does not
provide its TIN to the Exchange Agent within such sixty (60) day period,
the Exchange Agent will remit such previously withheld amounts to the
Internal Revenue Service as backup withholding and will withhold 31% of all
reportable payments to the Holder thereafter until such Holder furnishes
its TIN to the Exchange Agent.


                                    Page 10
<PAGE>


6.  TRANSFER TAXES.

          The Company will pay all transfer taxes, if any, applicable to
the transfer of Original Notes to it or its order pursuant to the Exchange
Offer. If, however, Exchange Notes and/or substitute Original Notes not
exchanged are to be delivered to, or are to be registered or issued in the
name of, any person other than the registered Holder of the Original Notes
tendered hereby, or if tendered Original Notes are registered in the name
of any person other than the person signing this Letter, or if a transfer
tax is imposed for any reason other than the transfer of Original Notes to
the Company or its order pursuant to the Exchange Offer, the amount of any
such transfer taxes (whether imposed on the registered holder or any other
persons) will be payable by the tendering Holder. If satisfactory evidence
of payment of such taxes or exemption therefrom is not submitted herewith,
the amount of such transfer taxes will be billed directly to such tendering
Holder.

          EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE
NECESSARY FOR TRANSFER TAX STAMPS TO BE AFFIXED TO THE ORIGINAL NOTES
SPECIFIED IN THIS LETTER.

7.  WAIVER OF CONDITIONS.

          The Company reserves the absolute right to waive satisfaction of
any or all conditions enumerated in the Prospectus.

8.  NO CONDITIONAL TENDERS.

          No alternative, conditional, irregular or contingent tenders will
be accepted. All tendering Holders of Original Notes, by execution of this
Letter, shall waive any right to receive notice of the acceptance of their
Original Notes for exchange.

          Neither the Company, the Exchange Agent nor any other person is
obligated to give notice of any defect or irregularity with respect to any
tender of Original Notes nor shall any of them incur any liability for
failure to give any such notice.

9.  MUTILATED, LOST, STOLEN OR DESTROYED ORIGINAL NOTES.

          Any Holder whose Original Notes have been mutilated, lost, stolen
or destroyed should contact the Exchange Agent at the address indicated
above for further instructions.

10. WITHDRAWAL RIGHTS.

          Tenders of Original Notes may be withdrawn at any time prior to
5:00 p.m., New York City time, on the Expiration Date.

          For a withdrawal of a tender of Original Notes to be effective, a
written notice of withdrawal must be received by the Exchange Agent at the
address set forth above prior to 5:00 p.m., New York City time, on the
Expiration Date. Any such notice of withdrawal must (i) specify the name of
the person having tendered the Original Notes to be withdrawn (the
"Depositor"), (ii) identify the Original Notes to be withdrawn (including
certificate number or numbers and the principal amount of such Original
Notes), (iii) contain a statement that such Holder is withdrawing his
election to have such Original Notes exchanged, (iv) be signed by the
Holder in the same manner as the original signature on the Letter by which
such Original Notes were tendered (including any required signature
guarantees) or be accompanied by documents of transfer to have the Trustee
with respect to the Original Notes register the transfer of such Original
Notes in the name of the person withdrawing the tender and (v) specify the
name in which such Original Notes are registered, if different from that of
the Depositor. If Original Notes have been tendered pursuant to the
procedure for book-entry transfer set forth in "The Exchange Offer --
Book-Entry Transfers" section of the Prospectus, any notice of withdrawal


                                    Page 11
<PAGE>


must specify the name and number of the account at the Book-Entry Transfer
Facility to be credited with the withdrawn Original Notes and otherwise
comply with the procedures of such facility. All questions as to the
validity, form and eligibility (including time of receipt) of such notices
will be determined by the Company, whose determination shall be final and
binding on all parties. Any Original Notes so withdrawn will be deemed not
to have been validly tendered for exchange for purposes of the Exchange
Offer and no Exchange Notes will be issued with respect thereto unless the
Original Notes so withdrawn are validly retendered. Any Original Notes that
have been tendered for exchange but which are not exchanged for any reason
will be returned to the Holder thereof without cost to such Holder (or, in
the case of Original Notes tendered by book-entry transfer into the
Exchange Agent's account at the Book-Entry Transfer Facility pursuant to
the book-entry transfer procedures set forth in "The Exchange Offer --
Book-Entry Transfers" section of the Prospectus, such Original Notes will
be credited to an account maintained with the Book-Entry Transfer Facility
for the Original Notes) as soon as practicable after withdrawal, rejection
of tender or termination of the Exchange Offer. Properly withdrawn Original
Notes may be retendered by following the procedures described above at any
time on or prior to 5:00 p.m., New York City time, on the Expiration Date.



11.  REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.

          Questions relating to the procedure for tendering, as well as
requests for additional copies of the Prospectus and this Letter, and
requests for Notices of Guaranteed Delivery and other related documents may
be directed to the Exchange Agent, at the address and telephone number
indicated above.


                                    Page 12
<PAGE>


<TABLE>
<CAPTION>


                                           TO BE COMPLETED BY ALL TENDERING HOLDERS
                                                     (SEE INSTRUCTION 5)

-----------------------------------------------------------------------------------------------------------------------------
                                        PAYER'S NAME: Wells Fargo Bank Minnesota, N.A.
-----------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                                                       <C>

SUBSTITUTE                    Part 1--PLEASE PROVIDE YOUR TIN IN THE BOX AT
                              RIGHT AND CERTIFY BY SIGNING AND DATING                    ___________________
FORM W-9                      BELOW
Department of the Treasury                                                              Social Security Number
Internal Revenue Service                                                                (If awaiting TIN write
                                                                                            "Applied For")

Payer's Request for                                                                               OR
Taxpayer Identification                                                                  ___________________
Number ("TIN")
                                                                                    Employer Identification Number (If awaiting
                                                                                       TIN write "Applied For")

Part 2--Certificate--Under penalties of perjury, I certify that:

(1) The number shown on this form is my correct Taxpayer Identification Number (or I am
waiting for a number to be issued for me), and (2) I am not subject to backup withholding
because: (a) I am exempt from backup withholding, or (b) I have not been notified by the
Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result
of a failure to report all interest or dividends, or (c) the IRS has notified me that I am
no longer subject to backup withholding.
----------------------------------------------------------------------------------------------
CERTIFICATION INSTRUCTIONS--You must cross out item (2) above if you have been notified by
the IRS that you are currently subject to backup withholding because of under- reporting
interest or dividends on your tax returns. However, if after being notified by the IRS
that you are no longer subject to backup withholding, you receive another notification
from the IRS that you are no longer subject to backup withholding, do not cross out such
item (2). (Also see instructions in the enclosed Guidelines).

SIGNATURE  _______________________________        DATE ___________________________, 2001

----------------------------------------------------------------------------------------------

Part 3--Awaiting TIN  |_|

SIGNATURE  ________________________________       DATE ___________________________, 2001



-----------------------------------------------------------------------------------------------------------------------------

NOTE:    FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY
         CASH PAYMENTS MADE TO YOU PURSUANT OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
         CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

         YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9.

-----------------------------------------------------------------------------------------------------------------------------
                                    CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a Taxpayer Identification Number has not been issued to me, either (1) I have
mailed or delivered an application to receive a Taxpayer Identification Number to the appropriate Internal Revenue Service
Center or Social Security Administration Office or (2) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a Taxpayer Identification Number by the time of payment, 31% of all reportable cash
payments made to me thereafter may be withheld, but that such amounts may be refunded to me if I then provide a Taxpayer
Identification Number within 60 days.

SIGNATURE  _______________________________________________             DATE ___________________________, 2001

-----------------------------------------------------------------------------------------------------------------------------

          Questions and requests for assistance or additional copies of this Letter of Transmittal, the Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 or the Information Statement enclosed herewith may be
directed to the Exchange Agent at the address and telephone number indicated above.

</TABLE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>26
<FILENAME>file026.txt
<DESCRIPTION>FORM OF NOTICE OF GUARANTEED DELIVERY
<TEXT>


<PAGE>

                                                               Exhibit 99.2


                   FORM OF NOTICE OF GUARANTEED DELIVERY



                       NOTICE OF GUARANTEED DELIVERY

                                    FOR

                          ALAMOSA (DELAWARE), INC.

         This form or one substantially equivalent hereto must be used to
accept the exchange offer of Alamosa (Delaware), Inc. (the "Company") made
pursuant to the Prospectus, dated [ ] (the "Prospectus"), if certificates
for the outstanding 12-1/2% Senior Notes due 2011 of the Company (the
"Original Notes") are not immediately available or if the procedure for
book-entry transfer cannot be completed on a timely basis or time will not
permit all required documents to reach Wells Fargo Bank Minnesota, N.A., as
exchange agent (the "Exchange Agent") prior to 5:00 p.m., New York City
time, on [ ], the expiration date of the exchange offer (the "Expiration
Date"). Such form may be delivered or transmitted by facsimile
transmission, mail or hand delivery to the Exchange Agent as set forth
below. In addition, in order to utilize the guaranteed delivery procedure
to tender Original Notes pursuant to the Exchange Offer, a completed,
signed and dated Letter of Transmittal (or facsimile thereof) must also be
received by the Exchange Agent prior to 5:00 p.m., New York City time, on
the Expiration Date.

               The Exchange Agent for the Exchange Offer is:

                      Wells Fargo Bank Minnesota, N.A.

<TABLE>
<CAPTION>
By Registered & Certified Mail:         By Regular Mail or Overnight            In Person by Hand Only:
                                        Courier:
<S>                                     <C>                                     <C>
WELLS FARGO BANK                        WELLS FARGO BANK                        WELLS FARGO BANK
MINNESOTA, N.A.                         MINNESOTA, N.A.                         MINNESOTA, N.A.
Corporate Trust Operations              Corporate Trust Operations              12th Floor - Northstar East
MAC N9303-121                           MAC N9303-121                           Building
PO Box 1517                             Sixth & Marquette Avenue                Corporate Trust Services
Minneapolis, MN  55480                  Minneapolis, MN  55479                  608 Second Avenue South
                                                                                Minneapolis, MN
</TABLE>



               By Facsimile (for Eligible Institutions only):
                               (612) 667-4927


                     For Information or Confirmation by
                                 Telephone:
                               (800) 344-5128

         DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET
FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY OF THIS NOTICE OF
GUARANTEED DELIVERY.


                                     Page 1

<PAGE>

Ladies and Gentlemen:

         Upon the terms and conditions set forth in the Prospectus and the
accompanying Letter of Transmittal, the undersigned hereby tenders to the
Company the principal amount of Original Notes set forth below pursuant to
the guaranteed delivery procedures described in "The Exchange Offer --
Guaranteed Delivery Procedures" section of the Prospectus.

PRINCIPAL AMOUNT OF 12-1/2% SENIOR NOTES TENDERED:* $
                                                     ---------------------

Certificate Nos. (if available):
                                ------------------------------------------

Total Principal Amount Represented by Original Notes
Certificate(s):  $
                  --------------------------------------------------------

If 12-1/2% Senior Notes will be delivered by book-entry transfer to The
Depository Trust Company, provide account number.

Account Number:
               -----------------------------------------------------------

ALL AUTHORITY HEREIN CONFERRED OR AGREED TO BE CONFERRED SHALL SURVIVE THE
DEATH OR INCAPACITY OF THE UNDERSIGNED AND EVERY OBLIGATION OF THE
UNDERSIGNED HEREUNDER SHALL BE BINDING UPON THE HEIRS, PERSONAL
REPRESENTATIVES, SUCCESSORS AND ASSIGNS OF THE UNDERSIGNED.


* Must be in denominations of principal amount of $1,000 and any integral
  multiple thereof.

<TABLE>
<CAPTION>
                              PLEASE SIGN HERE
<S>                                                             <C>
X
------------------------------------------------------        ---------------------------

X
------------------------------------------------------        ---------------------------

Signature(s) of Owner(s) or Authorized Signatory                        Date
</TABLE>


Area Code and Telephone Number:

-------------------------------------------------------


                                     Page 2
<PAGE>

         Must be signed by the holder(s) of Original Notes as their name(s)
appear(s) on certificates for Original Notes or on a security position
listing, or by person(s) authorized to become registered holder(s) by
endorsement and documents transmitted with this Notice of Guaranteed
Delivery. If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person must set forth his or her full title
below.

                    PLEASE PRINT NAME(S) AND ADDRESS(ES)

Name(s):
         -----------------------------------------------------------------------

Capacity:
         -----------------------------------------------------------------------

Address(es):
         -----------------------------------------------------------------------


                                     Page 3

<PAGE>

                                 GUARANTEE
                  (NOT TO BE USED FOR SIGNATURE GUARANTEE)

         The undersigned, a financial institution (including most banks,
savings and loan associations and brokerage houses) that is a participant
in the Securities Transfer Agents Medallion Program, the New York Stock
Exchange Medallion Signature Program or the Stock Exchanges Medallion
Program, hereby guarantees that the certificates representing the principal
amount of Original Notes tendered hereby in proper form for transfer, or
timely confirmation of the book-entry transfer of such Original Notes into
the Exchange Agent's account at The Depository Trust Company pursuant to
the procedures set forth in "The Exchange Offer -- Guaranteed Delivery
Procedures" section of the Prospectus, together with any required signature
guarantee and any other documents required by the Letter of Transmittal,
will be received by the Exchange Agent at the address set forth above, no
later than three New York Stock Exchange trading days after the Expiration
Date.

<TABLE>
<CAPTION>
<S>                                               <C>

----------------------------------------          ------------------------------------------
Name of Firm                                      Authorized Signature



----------------------------------------           -----------------------------------------
Address                                           Title

                                                  Name:
----------------------------------------                 -----------------------------------
Zip Code                                                       (Please Type or Print)


Area Code and Tel. No.                            Dated:
                     -------------------                 -----------------------------------
</TABLE>

NOTE:    DO NOT SEND CERTIFICATES FOR ORIGINAL NOTES WITH THIS FORM.
         CERTIFICATES FOR ORIGINAL NOTES SHOULD BE SENT ONLY WITH A COPY OF
         YOUR PREVIOUSLY EXECUTED LETTER OF TRANSMITTAL.

                                     Page 4

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>27
<FILENAME>file027.txt
<DESCRIPTION>FORM OF LETTER TO BROKERS
<TEXT>

<PAGE>


Exhibit 99.3
------------

                            FORM OF LETTER TO BROKERS



                            ALAMOSA (DELAWARE), INC.

                            OFFER FOR ALL OUTSTANDING
                          12-1/2% SENIOR NOTES DUE 2011
                                 IN EXCHANGE FOR
                          12-1/2% SENIOR NOTES DUE 2011
                        WHICH HAVE BEEN REGISTERED UNDER
                           THE SECURITIES ACT OF 1933,
                                   AS AMENDED

To:      Brokers, Dealers, Commercial Banks,
         Trust Companies And Other Nominees:

          Alamosa (Delaware), Inc. (the "Company") is offering, upon and
subject to the terms and conditions set forth in the Prospectus, dated [ ]
(the "Prospectus"), and the enclosed Letter of Transmittal (the "Letter of
Transmittal"), to exchange (the "Exchange Offer") its 12-1/2% Senior Notes
due 2011 which have been registered under the Securities Act of 1933, as
amended, for its outstanding 12-1/2% Senior Notes due 2011 (the "Original
Notes"). The Exchange Offer is being made in order to satisfy certain
obligations of the Company contained in the Registration Rights Agreement
dated January 24, 2001, by and among the Company and the initial purchasers
referred to therein.

         We are requesting that you contact your clients for whom you hold
Original Notes regarding the Exchange Offer. For your information and for
forwarding to your clients for whom you hold Original Notes registered in your
name or in the name of your nominee, or who hold Original Notes registered in
their own names, we are enclosing the following documents:

         1. Prospectus dated [ ], 2001;

         2. The Letter of Transmittal for your use and for the information of
your clients;

         3. A Notice of Guaranteed Delivery to be used to accept the Exchange
Offer if certificates for Original Notes are not immediately available or time
will not permit all required documents to reach the Exchange Agent prior to the
Expiration Date (as defined below) or if the procedure for book-entry transfer
cannot be completed on a timely basis;

         4. A form of letter which may be sent to your clients for whose account
you hold Original Notes registered in your name or the name of your nominee,
with space provided for obtaining such clients' instructions with regard to the
Exchange Offer;

         5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and

         6. Return envelopes addressed to Wells Fargo Bank Minnesota, N.A., the
Exchange Agent for the Exchange Offer.

         YOUR PROMPT ACTION IS REQUESTED. THE EXCHANGE OFFER WILL EXPIRE AT 5:00
P.M., NEW YORK CITY TIME, ON [ ], UNLESS EXTENDED BY THE COMPANY (THE
"EXPIRATION DATE"). ORIGINAL NOTES TENDERED PURSUANT TO THE EXCHANGE OFFER MAY
BE WITHDRAWN AT ANY TIME BEFORE THE EXPIRATION DATE.

         To participate in the Exchange Offer, a duly executed and properly
completed Letter of Transmittal (or facsimile thereof), with any required
signature guarantees and any other required documents, should be sent to the
Exchange Agent and certificates representing the Original Notes should be
delivered to the Exchange Agent, all in accordance with the instructions set
forth in the Letter of Transmittal and the Prospectus.

         If a registered holder of Original Notes desires to tender, but such
Original Notes are not immediately available, or time will not permit such
holder's Original Notes or other required documents to reach the Exchange Agent
before the Expiration Date, or the procedure for book-entry transfer cannot be
completed on a timely basis, a tender may be effected by following the
guaranteed delivery procedures described in the Prospectus under the caption
"The Exchange Offer -- Guaranteed Delivery Procedures."

                                     Page 1

<PAGE>

         The Company will, upon request, reimburse brokers, dealers, commercial
banks and trust companies for reasonable and necessary costs and expenses
incurred by them in forwarding the Prospectus and the related documents to the
beneficial owners of Original Notes held by them as nominee or in a fiduciary
capacity. The Company will pay or cause to be paid all stock transfer taxes
applicable to the exchange of Original Notes pursuant to the Exchange Offer,
except as set forth in Instruction 6 of the Letter of Transmittal.

          Any inquiries you may have with respect to the Exchange Offer, or
requests for additional copies of the enclosed materials, should be
directed to [ ], the Exchange Agent for the Exchange Offer, at its address
and telephone number set forth on the front of the Letter of Transmittal.

                            Very truly yours,

                            ALAMOSA (DELAWARE), INC.


         NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY
OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF
THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN
THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.


ENCLOSURES

                                     Page 2

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.4
<SEQUENCE>28
<FILENAME>file028.txt
<DESCRIPTION>FORM OF LETTER TO CLIENTS
<TEXT>


<PAGE>

                                                                 Exhibit 99.4
                                                                 ------------

                         FORM OF LETTER TO CLIENTS


                          ALAMOSA (DELAWARE), INC.

                         OFFER FOR ALL OUTSTANDING
                       12-1/2% SENIOR NOTES DUE 2011
                              IN EXCHANGE FOR
                       12-1/2% SENIOR NOTES DUE 2011
                      WHICH HAVE BEEN REGISTERED UNDER
                        THE SECURITIES ACT OF 1933,
                                 AS AMENDED

To Our Clients:

          Enclosed for your consideration is a Prospectus, dated [ ], 2001
(the "Prospectus"), and the related Letter of Transmittal (the "Letter of
Transmittal"), relating to the offer (the "Exchange Offer") of Alamosa
(Delaware), Inc. (the "Company") to exchange its 12-1/2% Senior Notes due
2011, which have been registered under the Securities Act of 1933, as
amended (the "Exchange Notes"), for its outstanding 12-1/2% Senior Notes
due 2011 (the "Original Notes"), upon the terms and subject to the
conditions described in the Prospectus and the Letter of Transmittal. The
Exchange Offer is being made in order to satisfy certain obligations of the
Company contained in a Registration Rights Agreement dated January 24,
2001, by and among the Company and the initial purchasers referred to
therein.

          This material is being forwarded to you as the beneficial owner
of the Original Notes held by us for your account but not registered in
your name. A TENDER OF SUCH ORIGINAL NOTES MAY ONLY BE MADE BY US AS THE
HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS.

          Accordingly, we request instructions as to whether you wish us to
tender on your behalf the Original Notes held by us for your account,
pursuant to the terms and conditions set forth in the enclosed Prospectus
and Letter of Transmittal.

          Your instructions should be forwarded to us as promptly as
possible in order to permit us to tender the Original Notes on your behalf
in accordance with the provisions of the Exchange Offer. The Exchange Offer
will expire at 5:00 p.m., New York City time, on [ ] (the "Expiration
Date"), unless extended by the Company. Any Original Notes tendered
pursuant to the Exchange Offer may be withdrawn at any time before the
Expiration Date.

          Your attention is directed to the following:

          1. The Exchange Offer is for any and all Original Notes.

          2. The Exchange Offer is subject to certain conditions set forth
in the Prospectus in the section captioned "The Exchange Offer -- Certain
Conditions to the Exchange Offer."

          3. Any transfer taxes incident to the transfer of Original Notes
from the holder to the Company will be paid by the Company, except as
otherwise provided in the Instructions in the Letter of Transmittal.

          4. The Exchange Offer expires at 5:00 p.m., New York City time,
on [ ], unless extended by the Company.

          If you wish to have us tender your Original Notes, please so
instruct us by completing, executing and returning to us the instruction
form on the back of this letter. THE LETTER OF TRANSMITTAL IS FURNISHED TO
YOU FOR INFORMATION ONLY AND MAY NOT BE USED DIRECTLY BY YOU TO TENDER
ORIGINAL NOTES.



                                     Page 1
<PAGE>



                        INSTRUCTIONS WITH RESPECT TO
                             THE EXCHANGE OFFER

          The undersigned acknowledge(s) receipt of your letter and the
enclosed material referred to therein relating to the Exchange Offer made
by Alamosa (Delaware), Inc. with respect to its Original Notes.

          This will instruct you to tender the Original Notes held by you
for the account of the undersigned, upon and subject to the terms and
conditions set forth in the Prospectus and the related Letter of
Transmittal.

[ ]    Please tender the Original Notes held by you for my account
       as indicated below:

       12-1/2% Senior Notes due 2011: $___________ (aggregate principal
       amount of 12-1/2% Senior Notes)

[ ]    Please do not tender any Original Notes held by you for my account.

Dated:

_____________________, 2001


Signature(s): _______________________________________________________________

              _______________________________________________________________

Print Name(s) here: _________________________________________________________

(Print Address(es)): ________________________________________________________

(Area Code and Telephone Number(s)): ________________________________________

(Tax Identification or Social Security Number(s)): __________________________

          None of the Original Notes held by us for your account will be
tendered unless we receive written instructions from you to do so. Unless a
specific contrary instruction is given in the space provided, your
signature(s) hereon shall constitute an instruction to us to tender all the
Original Notes held by us for your account.


                                     Page 2



</TEXT>
</DOCUMENT>
</SUBMISSION>
