<SUBMISSION>
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<FILER>
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<FILER>
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<FILER>
<COMPANY-DATA>
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<CITY>LUBBOCK
<STATE>TX
<ZIP>79424
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<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>SOUTHWEST PCS LP
<CIK>0001140196
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<IRS-NUMBER>73154917
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<STREET1>5225 SOUTH LOOP 289
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<CITY>LUBBOCK
<STATE>TX
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<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>SOUTHWEST PCS PROPERTIES LLC
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<CITY>LUBBOCK
<STATE>TX
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<PHONE>8067221100
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>5225 SOUTH LOOP 289
<STREET2>SUITE 120
<CITY>LUBBOCK
<STATE>TX
<ZIP>79424
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<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>SOUTHWEST PCS LICENSES LLC
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<IRS-NUMBER>522303152
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<CITY>LUBBOCK
<STATE>TX
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<PHONE>8067221100
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>5225 SOUTH LOOP 289
<STREET2>SUITE 120
<CITY>LUBBOCK
<STATE>TX
<ZIP>79424
</MAIL-ADDRESS>
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<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>ALAMOSA WISCONSIN PROPERTIES LLC
<CIK>0001140199
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<CITY>LUBBOCK
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<MAIL-ADDRESS>
<STREET1>5225 SOUTH LOOP 289
<STREET2>SUITE 120
<CITY>LUBBOCK
<STATE>TX
<ZIP>79424
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<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>ALAMOSA FINANCE LLC
<CIK>0001140200
<ASSIGNED-SIC>
<IRS-NUMBER>742938839
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<CITY>LUBBOCK
<STATE>TX
<ZIP>79424
<PHONE>8067221100
</BUSINESS-ADDRESS>
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<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
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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>
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<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>ALAMOSA PROPERTIES LP
<CIK>0001140202
<ASSIGNED-SIC>
<IRS-NUMBER>752921304
<STATE-OF-INCORPORATION>TX
<FISCAL-YEAR-END>1231
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<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>
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<DOCUMENT>
<TYPE>S-4/A
<SEQUENCE>1
<FILENAME>file001.txt
<DESCRIPTION>AMENDMENT NO. 1 TO FORM S-4
<TEXT>

<PAGE>

     As filed with the Securities and Exchange Commission on June 8, 2001

                                             Registration Number 333-60572
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            ------------------------
                                AMENDMENT NO. 1
                                       TO
                                    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. [ ]

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

     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 JUNE 8, 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 9 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.


                          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:


                                       i
<PAGE>

    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;


    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.


                                       ii
<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.


                                       1
<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.


                                       2
<PAGE>

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.


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;"

                                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.


                                       4
<PAGE>

                               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- 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;


                                       5
<PAGE>

                                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 9 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 December 31, 2000, 1999
and 1998 and for each of the years ended December 31, 2000 and 1999 and for the
period ended December 31, 1998 have been derived from the audited consolidated
financial statements of Alamosa (Delaware) and the notes.

     The selected financial data presented under the captions "Selected
Operating Data" and "Selected Balance Sheet Data" as of March 31, 2001 and 2000
and for the three months ended March 31, 2001 and 2000 are derived from the
unaudited consolidated financial statements of Alamosa (Delaware). The
unaudited financial statements of Alamosa (Delaware) include all adjustments,
consisting only of normal accruals, that management considers necessary for a
fair presentation of financial position and results of operations for the
unaudited interim periods. Operating results for the three months ended March
31, 2001 are not necessarily indicative of the results that may be expected for
the entire year ending December 31, 2001.

     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 three months ended March 31, 2001 and March 31, 2000, and for the
periods ended December 31, 2000, 1999, and 1998 and the related notes.





<TABLE>
<CAPTION>
                                                                                                               FOR THE PERIOD
                                                                                                               JULY 16, 1998
                                            FOR THE           FOR THE        FOR THE YEAR      FOR THE YEAR     (INCEPTION)
                                          THREE MONTHS      THREE MONTHS         ENDED            ENDED           THROUGH
                                        ENDED MARCH 31,   ENDED MARCH 31,    DECEMBER 31,      DECEMBER 31,     DECEMBER 31,
                                              2001              2000             2000              1999             1998
                                       ----------------- ----------------- ---------------- ----------------- ---------------
<S>                                    <C>               <C>               <C>              <C>               <C>
SELECTED OPERATING DATA:
 Revenues:
  Service revenues ...................    $ 41,919,223      $ 10,296,742     $ 73,499,638      $  6,533,623      $      --
  Product sales ......................       3,914,866         1,583,358        9,200,669         2,450,090             --
                                          ------------      ------------     ------------      ------------      ---------
   Total revenue .....................      45,834,089        11,880,100       82,700,307         8,983,713             --
                                          ------------      ------------     ------------      ------------      ---------
 Costs and expenses ..................      74,626,002        24,994,350      151,596,913        39,655,669        958,394
 Interest and other
  income/(expense) ...................      (8,995,021)       (2,465,624)     (11,291,494)       (2,163,903)        34,572
 Income tax benefit ..................      13,858,115                --                -                --             --
 Loss on debt extinguishment .........      (3,503,279)               --               --                 -             --
                                          ------------      ------------     ------------      ------------      ---------
 Net income/(loss) ...................   ($ 27,432,098)    ($ 15,579,874)   ($ 80,188,100)    ($ 32,835,859)    ($ 923,822)
                                          ============      ============     ============      ============      =========
 Other data:
  Deficiency of earnings before
   fixed charges (1) .................   ($ 29,229,840)    ($ 15,579,874)   ($ 80,188,100)    ($ 33,492,844)    ($ 923,822)
                                          ------------      ------------     ------------      ------------      ---------
</TABLE>




<TABLE>
<CAPTION>
                                               AS OF             AS OF             AS OF            AS OF           AS OF
                                             MARCH 31,         MARCH 31,       DECEMBER 31,     DECEMBER 31,     DECEMBER 31,
                                               2001               2000             2000             1999             1998
                                         ----------------   ---------------   --------------   --------------   -------------
<S>                                      <C>                <C>               <C>              <C>              <C>
SELECTED BALANCE SHEET DATA:
 Cash and cash equivalents ...........    $  163,044,589     $283,880,790      $141,768,167     $  5,655,711     $13,529,077
 Short-term investments ..............        33,900,000       15,063,018         1,600,000               --              --
 Property and equipment, net .........       386,792,498       91,439,091       228,982,869       84,713,724       2,092,762
 Restricted cash .....................        70,585,203        1,000,000                --          518,017              --
 Goodwill and intangible assets              914,987,707               --                --               --              --
 Total assets ........................     1,639,535,165      410,116,324       458,398,013      104,492,199      15,673,885
 Accounts payable and accrued
  expenses ...........................       100,214,370       15,689,939        59,749,061       15,153,068         395,355
 Long-term debt ......................       668,937,323      195,103,423       263,804,132       71,876,379              --
 Total liabilities ...................       989,901,794      215,877,252       326,999,923       93,052,369       1,597,707
 Total shareholders' equity ..........    $  649,633,371     $194,239,072      $131,398,090     $ 11,439,830     $14,076,178
</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.


                                       7
<PAGE>

                                CAPITALIZATION


     The following table shows our cash and cash equivalents, restricted cash,
short-term debt, long-term debt, stockholders' equity and capitalization on an
historical basis as of March 31, 2001, and reflects (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 MARCH 31, 2001
                                                                       --------------------------
                                                                        (UNAUDITED, IN THOUSANDS)
<S>                                                                    <C>
Cash and cash equivalents ..........................................           $  163,045
Short-term investments .............................................           $   33,900
Restricted cash (1) ................................................           $   70,585
Short-term debt
Current portion of capital lease obligations .......................                   37
Long-term debt:
 Senior discount notes .............................................           $  215,937
 Senior notes ......................................................              250,000
 Senior secured credit facility ....................................              203,000
 Capital lease obligations .........................................                1,029
                                                                               ----------
 Total long-term debt ..............................................           $  669,966
Stockholders' equity:
 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 ..........................................                 .001
 Additional paid-in capital ........................................              791,928
 Unearned compensation .............................................                 (930)
 Accumulated other comprehensive income, net of tax ................                   15
 Accumulated deficit ...............................................             (141,380)
                                                                               ----------
Total stockholders' equity .........................................           $  649,633
                                                                               ----------
Total capitalization ...............................................           $1,319,636
                                                                               ==========
</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.



                                       8
<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.


                                       9
<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


                                       10
<PAGE>

would also be required to offer to purchase our senior discount 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.


                                       11
<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:

    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.


                                       12
<PAGE>

     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.

   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


                                       13
<PAGE>

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 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;


                                       14
<PAGE>

    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:

    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.


                                       15
<PAGE>

   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 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:


                                       16
<PAGE>

    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 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.


                                       17
<PAGE>

   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. See "Our Affiliation Agreements with Sprint PCS--Recent
      Developments."


    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 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


                                       18
<PAGE>

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 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.


                                       19
<PAGE>

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:

    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.


                                       20
<PAGE>

   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.


                                       21
<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

    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.


                                       22
<PAGE>

     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

    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.


                                       23
<PAGE>

     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

    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.


                                       24
<PAGE>

     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 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:


                                       25
<PAGE>

    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.

     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:


                                       26
<PAGE>

    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

      (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.


                                       27
<PAGE>

     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>
<S>                                  <C>                                       <C>
By Registered & Certified Mail:      By Regular Mail or Overnight Courier:     In Person by Hand Only:
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>

                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


                                       28
<PAGE>

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 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.


                                       29
<PAGE>

     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.


                                       30
<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 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.


                                       31
<PAGE>

     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:


                                       32

<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.





                                       33
<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."

     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.


                                       34
<PAGE>

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
MISSOURI
Cape Girardeau-Sikeston .............       66      30              189,400            158,600      1Q01
Columbia ............................       90      30              216,800            154,200      1Q99
</TABLE>

                                       35
<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>
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
</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>
Amarillo .........................       13      30                410,300           240,900      3Q99
Big Spring .......................       40      30                 35,800
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
WISCONSON
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;


                                       37
<PAGE>

    o the implementation of roaming arrangements; and

    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 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


                                       38
<PAGE>

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.

     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.


                                       39
<PAGE>

     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 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.


                                       40
<PAGE>

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.

     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.


                                       41
<PAGE>

     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.

     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.


                                       42
<PAGE>

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.


                                       43
<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 March 31, 2001, our accumulated deficit was $141.4
million. Through March 31, 2001, we incurred $279.9 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 March 31, 2001 it included approximately
9.2 million covered 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.

     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


                                       44
<PAGE>

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
March 31, 2001, Roberts' network covered approximately 1.7 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 March 31, 2001, WOW's network covered
approximately 0.9 million 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 March 31, 2001, 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 21 additional markets through March
31, 2001. At March 31, 2001 our systems, including acquisitions, covered
approximately 9.2 million residents out of approximately 15.6 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.


     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.


RESULTS OF OPERATION



FOR THE QUARTER ENDED MARCH 31, 2001 COMPARED TO THE QUARTER ENDED MARCH 31,
   2000

     NET LOSS. Our net loss for the quarter ended March 31, 2001 was
$27,432,098 as compared to a net loss of $15,579,874 for the quarter ended
March 31, 2000. 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 2000.

     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



                                       45
<PAGE>


territories under a variety of service plans. These plans generally reflect the
terms of national plans offered by Sprint PCS. We receive Sprint PCS roaming
revenue at a per minute rate (which was 20 cents per minute for travel and 6
cents per minute for long distance in the first quarter of 2001 and 2000) 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 $41,919,223 for the quarter ended March 31, 2001, and $10,296,742
for the quarter ended March 31, 2000. This increase is due to the growth in our
subscribers and subscribers acquired on February 14, 2001 upon closing the
mergers of Roberts and WOW totaling approximately 40,000 subscribers.

     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 ("ARPU") for Sprint PCS customers in our
territories, including long distance and roaming revenue, was approximately $82
for the quarter ended March 31, 2001 and was approximately $84 for the quarter
ended March 31, 2000. Without roaming, our ARPU was $60 and $63 for the
quarters ended March 31, 2001 and 2000, respectively.

     PRODUCT SALES. 100% of the revenue from the sale of handsets and
accessories through our retail stores and local indirect distributors are
recorded, net of an allowance for returns, as product sales. The amount
recorded for the quarter ended March 31, 2001 totaled $3,914,866 as compared to
$1,583,358 for the quarter ended March 31, 2000. Sprint PCS's handset return
policy allows customers to return their handsets for a full refund within 14
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 $32,268,705 for the
quarter ended March 31, 2001 and $7,857,593 for the quarter ended March 31,
2000 related to providing wireless services to customers and are included in
cost of services and operations. Among these costs are the cost of operations
for our network, (such as fees related to data transfer via T-1 and other
transport lines and inter-connection fees), Sprint PCS and, non-Sprint PCS
roaming fees long distance, the affiliation fee paid to Sprint PCS of 8% of
collected service revenues and customer care, billing and service fees paid to
Sprint PCS. Also included is non-cash compensation expense related to the
Company's stock option plans of $455,736 for the quarter ended March 31, 2000.
We pay Sprint PCS roaming fees when Sprint PCS subscribers based in our
territories use the Sprint PCS network outside of our territories (which was 20
cents per minute for travel and 6 cents per minute for long distance in the
first quarter of 2001 and 2000). Pursuant to our affiliation agreements with
Sprint PCS, Sprint PCS can change this per minute rate. Sprint and the Company
recently agreed in principle to change the reciprocal roaming rate which has
been 20 cents to 15 cents effective June 1, 2001, 12 cents effective October 1,
2001, and 10 cents effective January 1, 2002 and thereafter. 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 products sold through our retail and
local indirect stores totaled $8,032,996 for the quarter ended March 31, 2001
as compared to $3,327,508 for the quarter ended March 31, 2000. The increase
was due to growth in our subscribers between March 31, 2000 and March 31, 2001.
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. The handset subsidy included in cost
of products sold through our retail stores totaled $4,862,615 for the quarter
ended March 31, 2001 and $1,715,316 for the quarter ended March 31, 2000.

     SELLING AND MARKETING. Selling and marketing expenses totaled $18,482,336
for the quarter ended March 31, 2001 and $6,650,644 for the quarter ended March
31, 2000. Selling and marketing expenses



                                       46
<PAGE>


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. The amount of handset subsidy from channels other than
our retails stores and local indirects included in selling and marketing
totaled $1,690,200 and $1,144,436 for the quarter ended March 2001 and 2000,
respectively.

     GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
include corporate costs and expenses such as administration, human resources
and accounting and finance. For the quarter ended March 31, 2001 and 2000
general and administrative expenses totaled $3,906,340 and $4,901,658,
respectively. Also included in general and administrative expenses is non-cash
compensation expense related to the Company's stock option plans of $183,120
and $3,516,894 for the quarters ended March 31, 2001 and 2000, respectively.
The increase of $2,338,456 from the first quarter of 2000 to the first quarter
of 2001, when non-cash compensation is excluded is due to increases in
personnel and administrative expenses due to the growth in the Company from
March 2000.

     DEPRECIATION AND AMORTIZATION. Depreciation and amortization for the
quarter ended March 31, 2001 totaled $11,935,625 as compared to $2,256,947 for
the quarter ended March 31, 2000. Included in depreciation and amortization for
the quarter ended March 31, 2001 was $4,637,000 of amortization of Goodwill
that resulted from the mergers with the three other Sprint affiliates as
discussed in Note 5 of the consolidated financial statements. 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 launch that
market. The increase in depreciation expense is due to the significant increase
in network infrastructure we built and launched since March 2000.

     INTEREST AND OTHER INCOME. Interest and other income totaled $5,720,933
for the quarter ended March 31, 2001 and $2,314,485 for the quarter ended March
31, 2000. This income generally has been generated from the investment of
equity and loan proceeds held in liquid accounts waiting to be deployed.

     INTEREST EXPENSE. Interest expense totaled $14,715,954 for the quarter
ended March 31, 2001 and $4,780,109 for the quarter ended March 31, 2000.
During the first quarter of 2001, we issued new senior notes and a new credit
facility for a combined total of approximately $450 million. The increase from
2000 to 2001 is due to higher average outstanding debt balances due to business
acquisition and network construction.



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


                                       47
<PAGE>

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.

     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.


                                       48
<PAGE>

     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 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 provided for
advancing term loan facilities in the aggregate principal



                                       49
<PAGE>


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. On February 14, 2001, we repaid the total amount outstanding on the
facility in the amount of $54.5 million plus accrued interest of $884,043 with
the proceeds from our senior secured credit facility of $333 million.

     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 had remaining commitments of $12.5 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.

     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 $24,777,059 for the quarter
ended March 31, 2001. Cash used in operating activities was attributable to
operating losses and working capital needs. Net cash provided by operating
activities was $904,323 for the quarter ended March 31, 2000 and was primarily
attributable to a significant increase in operating revenues during the first
quarter of 2000.

     Net cash used in investing activities was $92,465,599 for the quarter
ended March 31, 2001, and $25,711,523 for the quarter ended March 31, 2000. In
2001, we invested $34,408,000 in our network infrastructure, $37,617,394 in the
acquisitions of Roberts, WOW and Southwest, and increased our short-term liquid
investments by $32,300,000. The expenditures in 2000 were related primarily to
the purchase of network infrastructure needed to construct our portion of the
Sprint PCS network, office equipment and telephone equipment of $10,648,505 and
investment in short-term liquid investments of $15,063,018.

     Net cash provided by financing activities was $138,519,080 for the quarter
ended March 31, 2001 and consisted primarily of the net proceeds from our
issuance of the 2001 Senior Notes and borrowings under



                                       50
<PAGE>


the Senior Secured Credit Facility, less repayment of long-term debt of
$223,583,922, $169,059,698 of which was assumed through acquisitions. We also
set aside $70,585,203 in restricted cash primarily for interest escrow on the
2001 Senior Notes for two years. Net cash provided by financing activities was
$303,032,279 for the quarter ended March 31, 2000 consisting primarily of net
proceeds from our initial public offering of approximately $194.3 million and
net proceeds from our issuance of 2000 Senior Discount Notes of approximately
$181 million less repayments of long-term debt of $76,239,373.

     As of March 31, 2001, our primary sources of liquidity were approximately
$163 million in cash, $33.9 million in short-term investments and $130 million
of unused capacity under the $333 million Senior Secured Credit Facility.

     We estimate that we will require approximately $165 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 March 31, 2001, capital leases totaled $1,065,946
and included long-term capital lease obligations of $1,028,972. At December 31,
2000 the capital leases totaled $1,074,392 and included long-term capital lease
obligations of $1,038,614.


DEBT COVENANT WAIVER


     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.


     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


                                       51
<PAGE>

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.


                                       52
<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
 Senior notes ...............................   $    250     $    250     $    250     $    250     $    250     $    250
   Fixed interest rate ......................     12.5   %     12.5   %     12.5   %     12.5   %     12.5   %      12.5  %
   Principal payment ........................         --           --           --           --           --     $    250
 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.


                                       53
<PAGE>

                                  MANAGEMENT


BOARD OF DIRECTORS

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




<TABLE>
<CAPTION>
NAME                                          AGE
------------------------------------------   ----
<S>                                          <C>
  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
</TABLE>

     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


                                       54
<PAGE>

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.

     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


                                       55
<PAGE>

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.




<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.


     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.


                                       56
<PAGE>

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             --

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.


                                       57
<PAGE>


<TABLE>
<CAPTION>
                                                                                                POTENTIAL
                                          % OF TOTAL                                           REALIZABLE
                                           OPTIONS                                          VALUE AT ASSUMED
                         NUMBER OF        GRANTED TO                                         ANNUAL RATE OF
                        SECURITIES        EMPLOYEES        EXERCISE                            STOCK PRICE
                        UNDERLYING            IN            PRICE        EXPIRATION           APPRECIATION
       NAME               OPTIONS        FISCAL YEAR     (PER SHARE)        DATE             FOR OPTION TERM
------------------   ----------------   -------------   -------------   ------------   ---------------------------
                                                                                          5%($)          10%($)
                                                                                       -----------   -------------
<S>                  <C>                <C>             <C>             <C>            <C>           <C>
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.


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


                                       58
<PAGE>

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 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.


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<PAGE>

     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 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


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<PAGE>

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

    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.


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<PAGE>

                            COMPENSATION COMMITTEE:


                                  Thomas Hyde
                              Schuyler B. Marshal
                               Reagan W. Silber*


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



                               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]




----------
(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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<PAGE>

                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.

    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.


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<PAGE>

    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.


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


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<PAGE>

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 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.


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<PAGE>

    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 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."


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<PAGE>

     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.

     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;


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    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 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,


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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.

     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.


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     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.

     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;"


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    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."


     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.


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     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.


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,


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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 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;


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    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;

    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.


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     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


    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.


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


                                       77
<PAGE>

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
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


                                       78
<PAGE>

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.

    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.


                                       79
<PAGE>

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 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.



                                       80
<PAGE>

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>
                                                         NUMBER OF SHARES        PERCENTAGE OF
NAME AND ADDRESS (1)                                  BENEFICIALLY OWNED (2)       OWNERSHIP
--------------------------------------------------   ------------------------   --------------
<S>                                                  <C>                        <C>
5% STOCKHOLDERS:
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%
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.


                                       82
<PAGE>

(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.

(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


                                       83
<PAGE>

     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.

(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.


                                       84
<PAGE>

(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;

    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


                                       86
<PAGE>

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 void the guarantees of the notes by our
subsidiaries, you may not have the right to receive any money pursuant to the
guarantees."


                                       87
<PAGE>

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:


     (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



                                       88
<PAGE>


      (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

     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.


                                       89
<PAGE>

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:




<TABLE>
<CAPTION>
YEAR                     REDEMPTION PRICE
----------------------- -----------------
<S>                     <C>
  2006                        106.250%
  2007                        104.167%
  2008                        102.083%
  2009 and thereafter         100.000%
</TABLE>

     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 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).


                                       90
<PAGE>

     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,
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


                                       91
<PAGE>

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.

     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


                                       92
<PAGE>

         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,


     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


                                       93
<PAGE>

       (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 convertible 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

         (2)  the Capital Stock Sale Proceeds from such exchange or sale shall
              be excluded from the calculation pursuant to clause (c)(2) above;


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     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
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.


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<PAGE>

   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;

     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


                                       96
<PAGE>

     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.

     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,


                                       97
<PAGE>

     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 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.


                                       98
<PAGE>

     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 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


                                       99
<PAGE>

         (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:


     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 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


                                      100
<PAGE>

     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).

     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

     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


                                      101
<PAGE>

         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

     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


                                      102
<PAGE>

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").


     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


                                      103
<PAGE>

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
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,



                                      104
<PAGE>


     (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,

     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,"



                                      105
<PAGE>


     (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:


     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;


                                      106
<PAGE>

     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.


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


                                      107
<PAGE>

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 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.


                                      108
<PAGE>

     "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 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.


                                      109
<PAGE>

     "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
             suchperiod 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 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:


                                      110
<PAGE>

         (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.

     "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;

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     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

     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



                                      112
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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.

     "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."

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     "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,

     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.


                                      114
<PAGE>

     "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.

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


                                      115
<PAGE>

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.


     "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.



                                      116
<PAGE>

     "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 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;


                                      117
<PAGE>

     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

         (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



                                      118
<PAGE>


         (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.

     "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.


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<PAGE>

     "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;

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


                                      120
<PAGE>

      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.

     "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."

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<PAGE>

     "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.

     "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:

     a.  the total amount of equity capital contributed to the Company as of
         February 8, 2000 (being $37 million), plus


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<PAGE>

     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.


                                      123
<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

    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.


                                      124
<PAGE>

     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.


                      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


                                      125
<PAGE>

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,

    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


                                      126
<PAGE>

      (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


    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.


                                      127
<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.


               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


                                      128
<PAGE>

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.


     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.


                                      129
<PAGE>

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;

    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.


                                      130
<PAGE>

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).


                                      131
<PAGE>


                           ALAMOSA (DELAWARE), INC.
                  SELECTED UNAUDITED PRO FORMA FINANCIAL DATA


     The following unaudited pro forma condensed combined statement of
operations combines the historical statement of operations (consolidated, where
applicable) of Alamosa (Delaware), Roberts, WOW and Southwest. The unaudited
pro forma condensed combined balance sheet is not presented as the transactions
have been reflected in the actual amounts presented as of March 31, 2001. This
unaudited pro forma statement of operations gives 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 aid you in your
analysis of the financial aspects of each of these transactions, both
individually and combined, we have presented this unaudited pro forma condensed
combined statement of operations to demonstrate the financial aspects of the
combined transaction.


     We derived this information from the unaudited statement of operations
(consolidated, where applicable) of Alamosa (Delaware) for the three months
ended March 31, 2001, Roberts and WOW for the period January 1, 2001 to
February 14, 2001 and Southwest for the period January 1, 2001 to March 30,
2001. 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
three months ended March 31, 2001 assumes the issuance of the outstanding notes
and the acquisitions of Roberts, WOW and Southwest were effected on January 1,
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 materially 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 statement of
operations 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 statement of operations 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.



                                      132
<PAGE>


        ALAMOSA (DELAWARE), INC. (FORMERLY ALAMOSA PCS HOLDINGS, INC.)
        UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
                   FOR THE THREE MONTHS ENDED MARCH 31, 2001






<TABLE>
<CAPTION>
                                                                                                  ROBERTS MERGER
                                                                                      --------------------------------------
                                                       ISSUANCE OF                       HISTORICAL
                                      HISTORICAL         12 1/2%                          ROBERTS            PRO FORMA
                                        ALAMOSA       SENIOR NOTES       SUBTOTAL         WIRELESS          ADJUSTMENTS
                                   ---------------- ---------------- ---------------- --------------- ----------------------
<S>                                <C>              <C>              <C>              <C>             <C>
Revenues:                                           (Note 1)                                          (Note 2)
 Service revenues ................  $  41,919,223   $          --     $  41,919,223    $  3,251,377         $       --
 Product sales ...................      3,914,866              --         3,914,866         290,508                 --
                                    -------------   -------------     -------------    ------------   -----------------
  Total revenue ..................     45,834,089              --        45,834,089       3,541,885                 --
                                    -------------   -------------     -------------    ------------   -----------------
Costs and expenses: ..............
 Cost of service and
  operations .....................     32,268,705              --        32,268,705       3,132,740                 --
 Cost of service and
  operations-related parties .....             --              --                --              --                 --
 Cost of products sold ...........      8,032,996              --         8,032,996         608,117                 --
 Selling and marketing ...........     18,482,336              --        18,482,336       2,229,061                 --
 Selling and marketing-related
  parties ........................                             --                --              --                 --
 General and administrative
  expenses .......................      3,906,340              --         3,906,340         375,705             43,750 (2a)
 Selling, general and
  administrative .................             --              --                --              --                 --
 Equity participation
  compensation expense ...........             --              --                --              --             18,078 (2a)
 General and administrative-
  related parties ................             --              --                --              --                 --
 Terminated merger and
  acquisition costs ..............             --                                --              --                 --
 Depreciation and
  amortization ...................     11,935,625              --        11,935,625         749,188       3,201,817 (2b)
                                    -------------   -------------     -------------    ------------   -----------------
  Total costs and expenses .......     74,626,002              --        74,626,002       7,094,811       3,263,645
                                    -------------   -------------     -------------    ------------   -----------------
  Loss from operations ...........    (28,791,913)             --       (28,791,913)     (3,552,926)     (3,263,645)
Interest and other income ........      5,720,933              --         5,720,933             592              --
Interest expense .................    (14,715,954)    (2,642,466)       (17,358,420)       (754,978)        (45,353)(2c)
                                    -------------   -------------     -------------    ------------   -----------------
 Loss before income tax
  benefit ........................    (37,786,934)    (2,642,466)       (40,429,400)     (4,307,312)     (3,308,998)
Income tax benefit ...............     13,858,115      1,004,137         14,862,252              --       2,485,287 (2b)
                                    -------------   -------------     -------------    ------------   -----------------
 Net income/(loss) ...............  $ (23,928,819)  $ (1,638,329)     $ (25,567,148)   $ (4,307,312)  $    (823,711)
                                    =============   =============     =============    ============   =================



<CAPTION>
                                                 WOW MERGER                          SOUTHWEST MERGER
                                   -------------------------------------- ---------------------------------------
                                      HISTORICAL          PRO FORMA          HISTORICAL           PRO FORMA
                                         WOW             ADJUSTMENTS          SOUTHWEST          ADJUSTMENTS            TOTAL
                                   --------------- ---------------------- ---------------- ---------------------- ----------------
<S>                                <C>             <C>                    <C>              <C>                    <C>
Revenues:                                          (Note 3)                                (Note 4)
 Service revenues ................  $  1,192,541          $        --       $ 12,955,493         $        --       $  59,318,634
 Product sales ...................       179,943                  --           1,053,002                 --            5,438,319
                                    ------------   ------------------       ------------   -----------------       -------------
  Total revenue ..................     1,372,484                  --          14,008,495                 --           64,756,953
                                    ------------   ------------------       ------------   -----------------       -------------
Costs and expenses: ..............
 Cost of service and
  operations .....................     1,138,820                  --           8,950,166                 --           45,490,431
 Cost of service and
  operations-related parties .....            --                  --                  --                 --                   --
 Cost of products sold ...........       397,584                  --           3,273,672                 --           12,312,369
 Selling and marketing ...........     1,308,005                  --           2,753,389                 --           24,772,791
 Selling and marketing-related
  parties ........................            --                  --                  --                 --                   --
 General and administrative
  expenses .......................       525,244                  --             803,924                 --            5,654,963
 Selling, general and
  administrative .................            --                  --                  --                 --                   --
 Equity participation
  compensation expense ...........            --                  --                  --                 --               18,078
 General and administrative-
  related parties ................            --                  --                  --                 --                   --
 Terminated merger and
  acquisition costs ..............            --                  --                  --                 --                   --
 Depreciation and
  amortization ...................       490,469       1,432,596 (3a)          2,169,590       3,501,152 (4a)         23,480,437
                                    ------------   ------------------       ------------   -----------------       -------------
  Total costs and expenses .......     3,860,122       1,432,596              17,950,741       3,501,152             111,729,069
                                    ------------   ------------------       ------------   -----------------       -------------
  Loss from operations ...........    (2,487,638)     (1,432,596)             (3,942,246)     (3,501,152)            (46,972,116)
Interest and other income ........        12,248              --                   4,077              --               5,737,850
Interest expense .................      (324,794)        (23,582)(3b)         (2,301,516)       (136,556)(4b)        (20,945,199)
                                    ------------   ------------------       ------------   -----------------       -------------
 Loss before income tax
  benefit ........................    (2,800,184)     (1,456,178)             (6,239,685)     (3,637,708)            (62,179,465)
Income tax benefit ...............            --       1,434,200 (3a)                 --       3,306,240 (4a)         22,087,979
                                    ------------   ------------------       ------------   -----------------       -------------
 Net income/(loss) ...............  $ (2,800,184)     $   (21,978)          $ (6,239,685)     $  (331,468)         $ (40,091,486)
                                    ============   ==================       ============   =================       =============
</TABLE>






                                      133
<PAGE>

NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)




NOTE 1 -- ADJUSTMENTS FOR ISSUANCE OF 12 1/2% SENIOR NOTES

     An adjustment has been made to Alamosa (Delaware)'s historical statement
of operations to illustrate the effects of the January 31, 2001 issuance of the
12 1/2% senior notes in the amount of $250 million. Additionally, the pro forma
tax expense adjustment to Alamosa (Delaware)'s historical statement of
operations represents the expected income tax benefit which will be generated
based on the issuance of the notes.


NOTE 2 -- 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
Holdings also assumed the net debt of Roberts, which amounted to approximately
$56.0 million.

     The unaudited pro forma condensed combined statement of operations has
been adjusted for the Roberts merger, which was accounted for using the
purchase method of accounting effective February 14, 2001.

     The following pro forma adjustments represent the adjustments necessary to
reflect the Roberts merger in the unaudited pro forma condensed combined
statement of operations:

   (2a)  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 a prorata amount has been recorded as compensation expense. In
         addition, as part of Ms. Gabbert's five-year consulting agreement, she
         received options for 40,000 shares of Alamosa common stock vesting
         over five years, at an exercise price of 90% of the market value of
         Alamosa 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 the vesting
         period of the options.

   (2b)  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 are being amortized over 18 years.
         This amount totals $3,201,817 for the three months ended March 31,
         2001. The corresponding remeasurement of the deferred tax liability
         associated with the amount allocated to the Sprint PCS affiliation and
         operating agreements and Roberts' NOL benefit has been recorded as an
         income tax benefit.

   (2c)  The pro forma adjustment reflects an increase in interest expense
         related to the incremental debt to fund the cash consideration of the
         Roberts merger, the merger related costs and the debt assumed and paid
         off by Alamosa at the time of close under the terms of the credit
         facility. This amount totals $45,353 for the three months ended March
         31, 2001. A 1/8% variance in interest rates would increase or decrease
         interest expense by $14,001 for the three months ended March 31, 2001.



NOTE 3 -- 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



                                      134
<PAGE>


(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 Holdings assumed the net debt of WOW which
amounted to approximately $31.0 million.


     The unaudited pro forma condensed statement of operations has been
adjusted for the WOW merger, which was accounted for using the purchase method
of accounting effective February 14, 2001.


     The pro forma adjustments represent the purchase accounting adjustments
necessary to reflect the WOW merger in the unaudited pro forma condensed
combined statement of operations:


   (3a)  The pro forma adjustment to depreciation and amortization expense
         reflects the incremental amortization expense related to the
         intangible assets as if the WOW merger occurred on January 1, 2000.
         The intangible assets related to the Sprint PCS affiliation and
         operating agreements and goodwill are being amortized over 18 years.
         This amount totals $1,432,596 for the three months ended March 31,
         2001. The corresponding remeasurement of the deferred tax liability
         associated with the amount allocated to the Sprint PCS affiliation and
         operating agreements and WOW's NOL net benefit has been recorded as an
         income tax benefit.


   (3b)  The pro forma adjustment reflects an increase in interest expense
         related to the incremental debt to fund the cash consideration of the
         WOW merger, the merger related costs and the debt assumed and paid off
         by Alamosa at the time of close under the terms of the credit
         facility. This amount totals $23,582 for the three months ended March
         31, 2001. A 1/8% variance in interest rates would increase or decrease
         interest expense by $7,280 for the three months ended March 31, 2001.


NOTE 4 -- 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 amounted to
approximately $81.0 million as of March 30, 2001.


     The unaudited pro forma condensed combined statement of operations has
been adjusted for the Southwest merger, which was accounted for using the
purchase method of accounting effective March 30, 2001.


     The pro forma adjustments represent the purchase accounting adjustments
necessary to reflect the Southwest merger in the unaudited pro forma condensed
combined statement of operations:


   (4a)  The pro forma adjustment to depreciation and amortization expense
         reflects the incremental amortization expense related to the
         intangible assets as if the Southwest merger occurred on January 1,
         2000. The intangible assets related to the Sprint PCS affiliation and
         operating agreements and goodwill are being amortized over 18 years.
         This amount totals $3,501,152 for the three months ended March 31,
         2001. The corresponding remeasurement of the deferred tax liability
         associated with the amount allocated to the Sprint PCS affiliation and
         operating agreements and Southwest's NOL net benefit has been recorded
         as an income tax benefit.


   (4b)  The pro forma adjustment reflects an increase in interest expense
         related to the incremental debt to fund the cash consideration of the
         Southwest merger, the merger related costs and the debt assumed and
         paid off by Alamosa at the time of close under the terms of the credit
         facility. This amount totals $136,556 for the three months ended March
         31, 2001. A 1/8% variance in interest rates would increase or decrease
         interest expense by $42,156 for the three months ended March 31, 2001.




                                      135
<PAGE>

                           ALAMOSA (DELAWARE), INC.
                  SELECTED UNAUDITED PRO FORMA FINANCIAL DATA



     The following unaudited pro forma condensed combined statement of
operations combines the historical statement of operations (consolidated, where
applicable) of Alamosa (Delaware), Roberts, WOW and Southwest. The unaudited
pro forma condensed combined balance sheet is not presented as the transactions
have been reflected in the actual amounts presented as of March 31, 2001. The
unaudited pro forma statement of operations gives 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 aid 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 statement of operations to demonstrate the financial aspects
of the combined transaction.


     We derived this information from the audited statement of operations
(consolidated, where applicable) 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 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 statement of
operations 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 statement of operations 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.



                                      136
<PAGE>


        ALAMOSA (DELAWARE), INC. (FORMERLY ALAMOSA PCS HOLDINGS, INC.)
        UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
                            AS OF DECEMBER 31, 2000





<TABLE>
<CAPTION>
                                                                                                ROBERTS MERGER
                                                                                   ----------------------------------------
                                                    ISSUANCE OF                       HISTORICAL
                                   HISTORICAL         12 1/2%                           ROBERTS            PRO FORMA
                                     ALAMOSA       SENIOR NOTES       SUBTOTAL         WIRELESS           ADJUSTMENTS
                                ---------------- ---------------- ---------------- ---------------- -----------------------
                                                     (NOTE 1)                                               (NOTE 2)
<S>                             <C>              <C>              <C>              <C>              <C>
Revenues:
 Service revenues .............  $  73,499,638    $          --    $   73,499,638   $  13,413,135      $            --
 Product sales ................      9,200,669               --         9,200,669       1,315,616                   --
                                 -------------    -------------    --------------   -------------      ---------------
  Total revenue ...............     82,700,307               --        82,700,307      14,728,751                   --
                                 -------------    -------------    --------------   -------------      ---------------
Costs and Expenses:
 Cost of service and
  operations ..................     54,593,689               --        54,593,689      10,004,526                   --
 Cost of service and
  operations--related
  parties .....................             --               --                --              --                   --
 Cost of products sold ........     20,524,427               --        20,524,427       2,493,853                   --
 Selling and marketing ........     46,513,835               --        46,513,835       6,975,964                   --
 Selling and marketing--
  related parties .............             --               --                --              --                   --
 General and
  administrative expenses......      9,537,510               --         9,537,510       2,507,262              350,000(2a)
 Selling, general and
  administrative ..............             --               --                --              --                   --
 Equity participation
  compensation expense.........      5,650,625               --         5,650,625              --               44,502(2a)
 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       5,671,944           25,372,032(2b)
                                 -------------    -------------    --------------   -------------      -----------------
  Total costs and
  expenses ....................    151,596,913               --       151,596,913      27,653,549           25,766,534
                                 -------------    -------------    --------------   -------------      -----------------
  Loss from operations ........    (68,896,606)              --       (68,896,606)    (12,924,798)         (25,766,534)
                                 -------------    -------------    --------------   -------------      -----------------
Interest and other income .....     14,483,431               --        14,483,431          98,085                   --
Interest expense ..............    (25,774,925)     (32,150,000)      (57,924,925)     (3,279,364)          (2,941,908)(2c)
                                 -------------    -------------    --------------   -------------      -----------------
Loss before income tax
 benefit ......................    (80,188,100)     (32,150,000)     (112,338,100)    (16,106,077)         (28,708,442)
Income tax benefit ............             --       42,688,478        42,688,478              --           13,851,261 (2b)
                                 -------------    -------------    --------------   -------------      -----------------
  Net income/(loss) ...........  $ (80,188,100)   $  10,538,478    $  (69,649,622)  $ (16,106,077)     $   (14,857,181)
                                 =============    =============    ==============   =============      =================



<CAPTION>
                                              WOW MERGER                           SOUTHWEST MERGER
                                -------------------------------------- ----------------------------------------
                                   HISTORICAL          PRO FORMA          HISTORICAL           PRO FORMA
                                       WOW            ADJUSTMENTS          SOUTHWEST          ADJUSTMENTS             TOTAL
                                ---------------- --------------------- ---------------- ----------------------- -----------------
                                                        (NOTE 3)                                (NOTE 4)
<S>                             <C>              <C>                   <C>              <C>                     <C>
Revenues:
 Service revenues .............  $   1,823,485     $           --       $  27,129,444      $            --       $  115,865,702
 Product sales ................        682,576                 --           2,731,731                   --           13,930,592
                                 -------------     ---------------      -------------      ---------------       --------------
  Total revenue ...............      2,506,061                 --          29,861,175                   --          129,796,294
                                 -------------     ---------------      -------------      ---------------       --------------
Costs and Expenses:
 Cost of service and
  operations ..................      4,373,599                 --          10,297,643                   --           79,269,457
 Cost of service and
  operations--related
  parties .....................             --                 --                  --                   --                   --
 Cost of products sold ........      1,750,059                 --           8,819,132                   --           33,587,471
 Selling and marketing ........      4,106,230                 --          17,084,857                   --           74,680,886
 Selling and marketing--
  related parties .............             --                 --                  --                   --                   --
 General and
  administrative expenses......      4,218,699                 --           4,379,329                   --           20,992,800
 Selling, general and
  administrative ..............             --                 --           2,127,857                   --            2,127,857
 Equity participation
  compensation expense.........             --                 --                  --                   --            5,695,127
 General and
  administrative--related
  parties .....................        158,649                 --                  --                   --              158,649
 Terminated merger and
  acquisition costs ...........             --                 --                  --                   --            2,246,789
 Depreciation and
  amortization ................      1,432,661         11,466,384(3a)       7,500,760           14,004,608(4a)       77,978,427
                                 -------------     ----------------     -------------      -----------------     --------------
  Total costs and
  expenses ....................     16,039,897         11,466,384          50,209,578           14,004,608          296,737,463
                                 -------------     ----------------     -------------      -----------------     --------------
  Loss from operations ........    (13,533,836)       (11,466,384)        (20,348,403)         (14,004,608)        (166,941,169)
                                 -------------     ----------------     -------------      -----------------     --------------
Interest and other income .....        155,966                 --              98,339                   --           14,835,821
Interest expense ..............       (978,159)          (877,504)(3b)     (7,059,737)          (4,947,794)(4b)     (78,009,391)
                                 -------------     ----------------     -------------      -----------------     --------------
Loss before income tax
 benefit ......................    (14,356,029)       (12,343,888)        (27,309,801)         (18,952,402)        (230,114,739)
Income tax benefit ............             --          8,681,418(3a)              --           15,790,959(4a)       81,012,116
                                 -------------     ----------------     -------------      -----------------     --------------
  Net income/(loss) ...........  $ (14,356,029)    $   (3,662,470)      $ (27,309,801)     $    (3,161,443)      $ (149,102,623)
                                 =============     ================     =============      =================     ==============
</TABLE>


                                      137
<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 statement of
operations to illustrate the effects of the January 31, 2001 issuance of the 12
1/2% senior notes in the amount of $250 million. The pro forma income tax
expense adjustments to Alamosa (Delaware)'s historical statement of operations
represents the recognition of its deductible net operating loss carry forwards.
The adjustment was 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.


NOTE 2 -- 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.

The unaudited pro forma condensed combined statement of operations has 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 adjustments necessary to reflect the
Roberts merger in the unaudited pro forma condensed combined statement of
operations:


(2a)  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.

(2b)  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 years. This amount totals
      $25,372,032 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.

(2c)  The pro forma adjustment reflects an increase in interest expense related
      to the incremental debt to fund the cash consideration of the Roberts
      merger, the merger-related costs and the debt assumed and paid off by
      Alamosa at the time of close under the terms of the credit facility. This
      interest amount totals $2,941,908 for the year ended December 31, 2000. A
      1/8% variance in interest rates would increase or decrease interest
      expense by $86,567 for the year ended December 31, 2000.


NOTE 3 -- 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


                                      138
<PAGE>


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 statement of operations has 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 adjustments necessary to reflect the
WOW merger in the unaudited pro forma condensed combined statement of
operations:


(3a)  The pro forma adjustment to depreciation and amortization expense
      reflects the incremental amortization expense related to the intangible
      assets as if the WOW merger occurred on January 1, 2000. The intangible
      assets related to the Sprint PCS affiliation and operating agreements and
      goodwill are being amortized over 18 years. This amount totals
      $11,466,384 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.

(3b)  The pro forma adjustment reflects an increase in interest expense related
      to the incremental debt to fund the cash consideration of the WOW merger,
      the merger-related cost and the debt assumed and paid off by Alamosa at
      the time of close under the terms of the credit facility. This amount
      totals $877,504 for the year ended December 31, 2000. A 1/8% variance in
      interest rates would increase or decrease interest expense by $25,821 for
      the year ended December 31, 2000.


NOTE 4 -- 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 amounted to approximately
$81.0.

The unaudited pro forma condensed combined statement of operations has 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 adjustments necessary to reflect the
Southwest merger in the unaudited pro forma condensed combined statement of
operations:

(4a)  The pro forma adjustment to depreciation and amortization expense
      reflects the incremental amortization expense related to the intangible
      assets as if the Southwest merger occurred on January 1, 2000. The
      intangible assets related to the Sprint PCS affiliation and operating
      agreements and goodwill are being amortized over 18 years. This amount
      totals $14,004,608 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.

(4b)  The pro forma adjustment reflects an increase in interest expense related
      to the incremental debt to fund the cash consideration of the Southwest
      merger, merger-related costs and the debt assumed and paid off by Alamosa
      at the time of close under the terms of the credit facility. This
      interest amount totals $4,947,794 for the year ended December 31, 2000. A
      1/8% variance in interest rates would increase or decrease interest
      expense by $145,591 for the year ended December 31, 2000.



                                 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.


                                      139
<PAGE>

                                    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.


                                      140

<PAGE>

                          INDEX TO FINANCIAL STATEMENTS


<TABLE>
<S>                                                                                           <C>
ALAMOSA (DELAWARE), INC.
Interim Consolidated Financial Statements (Unaudited)
  Consolidated Balance Sheets ............................................................    F-2
  Consolidated Statement of Operations for the three months ended March 31, 2001 and
    2000 (unaudited) .....................................................................    F-3
  Consolidated Statements of Cash Flows for the three months ended March 31, 2001 and
    2000 .................................................................................    F-4
  Notes to the Unaudited Consolidated Financial Statements ...............................    F-5
Consolidated Financial Statements
  Report of Independent Accountants ......................................................    F-17
  Consolidated Balance Sheets ............................................................    F-18
  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-19
  Consolidated Statements of Stockholders' Equity for the period July 16, 1998 (inception)
    through the year ended December 31, 2000 .............................................    F-20
  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-21
  Notes to Consolidated Financial Statements .............................................    F-22
  Report of Independent Accountants on Financial Statement Schedule ......................    F-47
  Schedule II ............................................................................    F-48

ROBERTS WIRELESS COMMUNICATIONS, L.L.C.
Independent Auditor's Report .............................................................    F-49
Consolidated Balance Sheets ..............................................................    F-50
Consolidated Statements of Operations for the years ended December 31, 2000 and
 December 31, 1999 .......................................................................    F-51
Consolidated Statements of Members' Equity (Deficit) for the years ended December 31,
 2000 and December 31, 1999 ..............................................................    F-52
Consolidated Statements of Cash Flows for the years ended December 31, 2000 and
 December 31, 1999 .......................................................................    F-53
Consolidated Notes to Financial Statements ...............................................    F-54

WASHINGTON OREGON WIRELESS, LLC
Independent Auditor's Report .............................................................    F-59
Balance Sheets ...........................................................................    F-60
Statements of Income for the years ended December 31, 2000 and December 31, 1999 .........    F-61
Statements of Members' Equity (Deficit) for the years ended December 31, 2000 and
 December 31, 1999 .......................................................................    F-62
Statements of Cash Flows for the years ended December 31, 2000 and December 31, 1999 .....    F-63
Notes to Financial Statements ............................................................    F-65

SWPCS HOLDINGS, L.L.C.
Report of Independent Accountants ........................................................    F-71
Consolidated Balance Sheet ...............................................................    F-72
Consolidated Statement of Operations for the year ended December 31, 2000 ................    F-73
Consolidated Statement of Mandatorily Redeemable Member's Deficit and Members' Deficit
 for the year ended December 31, 2000 ....................................................    F-74
Consolidated Statement of Cash Flows for the year ended December 31, 2000 ................    F-75
Consolidated Notes to Financial Statement ................................................    F-76
</TABLE>


                                       F-1
<PAGE>


                            ALAMOSA (DELAWARE), INC.
                           CONSOLIDATED BALANCE SHEETS



<TABLE>
<CAPTION>
                                                                  MARCH 31, 2001
                                                                   (UNAUDITED)       DECEMBER 31, 2000
                                                                   -----------       -----------------
<S>                                                              <C>                  <C>
ASSETS
Current assets:
 Cash and cash equivalents ..................................    $  163,044,589       $  141,768,167
 Short-term investments .....................................        33,900,000            1,600,000
 Accounts receivable, net of allowance for doubtful accounts
   of $2,820,398 and $1,503,049, respectively................        29,113,036           14,746,930
 Inventory ..................................................         4,467,032            2,752,788
 Prepaid expenses and other assets ..........................         3,397,149            3,026,860
 Deferred tax asset .........................................         1,762,000                   --
 Interest receivable ........................................         1,291,396            1,045,785
                                                                 --------------       --------------
   Total current assets .....................................       236,975,202          164,940,530
 Property and equipment, net ................................       386,792,498          228,982,869
 Notes receivable ...........................................                --           46,865,233
 Debt issuance costs, net ...................................        27,600,789           13,108,376
 Restricted cash ............................................        70,585,203                   --
 Goodwill and intangible assets .............................       914,987,707                   --
 Other noncurrent assets ....................................         2,593,766            4,501,005
                                                                 --------------       --------------
   Total assets .............................................    $1,639,535,165       $  458,398,013
                                                                 ==============       ==============
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
 Accounts payable and accrued expenses ......................    $  100,214,370       $   61,385,806
 Current installments of capital leases .....................            36,974               35,778
                                                                 --------------       --------------
   Total current liabilities ................................       100,251,344           61,421,584
Senior discount notes .......................................       215,937,323          209,279,908
2001 senior notes ...........................................       250,000,000                   --
Senior secured credit facility ..............................       203,000,000                   --
EDC credit facility .........................................                --           54,524,224
Deferred tax liability, net .................................       217,943,034                   --
Capital lease obligations, noncurrent .......................         1,028,972            1,038,614
Other noncurrent liabilities ................................         1,741,121              735,593
                                                                 --------------       --------------
   Total liabilities ........................................       989,901,794          326,999,923
                                                                 --------------       --------------
Commitments and contingencies ...............................                --                   --
Stockholder's equity:
 Preferred stock, $.01 par value; 1,000 shares authorized; no
   shares issued ............................................                --                   --
 Common stock, $.01 par value; 9,000 shares authorized, 100
   issued and outstanding ...................................                 1                    1
 Additional paid-in capital .................................       791,927,858          246,458,683
 Accumulated deficit ........................................      (141,379,879)        (113,947,781)
 Accumulated other comprehensive income, net of tax .........            15,084                   --
 Unearned compensation ......................................          (929,693)          (1,112,813)
                                                                 --------------       --------------
   Total stockholder's equity ...............................       649,633,371          131,398,090
                                                                 --------------       --------------
   Total liabilities and stockholder's equity ...............    $1,639,535,165       $  458,398,013
                                                                 ==============       ==============
</TABLE>



         The accompanying notes are an integral part of the consolidated
                              financial statements.


                                       F-2
<PAGE>


                            ALAMOSA (DELAWARE), INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)



<TABLE>
<CAPTION>
                                                                            THREE MONTHS ENDED MARCH 31,
                                                                         -----------------------------------
                                                                               2001               2000
                                                                         ----------------   ----------------
<S>                                                                      <C>                <C>
Revenues:
 Subscriber revenues .................................................    $  30,508,098      $   7,780,256
 Roaming and travel revenues .........................................       11,411,125          2,516,486
                                                                          -------------      -------------
   Total service revenues ............................................       41,919,223         10,296,742
 Product sales .......................................................        3,914,866          1,583,358
                                                                          -------------      -------------
   Total revenue .....................................................       45,834,089         11,880,100
                                                                          -------------      -------------
Costs and expenses:
 Cost of service and operations (including $0 and $455,736 of
   non-cash compensation, respectively) ..............................       32,268,705          7,857,593
 Cost of product sold ................................................        8,032,996          3,327,508
 Selling and marketing ...............................................       18,482,336          6,650,644
 General and administrative expenses (including $183,120 and
   $3,516,894 of non-cash compensation, respectively).................        3,906,340          4,901,658
 Depreciation and amortization .......................................       11,935,625          2,256,947
                                                                          -------------      -------------
   Total costs and expenses ..........................................       74,626,002         24,994,350
                                                                          -------------      -------------
   Loss from operations ..............................................      (28,791,913)       (13,114,250)
Interest and other income ............................................        5,720,933          2,314,485
Interest expense .....................................................      (14,715,954)        (4,780,109)
                                                                          -------------      -------------
 Net loss before income tax benefit and extraordinary item ...........      (37,786,934)       (15,579,874)
Income tax benefit ...................................................       13,858,115                 --
                                                                          -------------      -------------
 Net loss before extraordinary item ..................................      (23,928,819)       (15,579,874)
Loss on debt extinguishment, net of tax benefit of $1,968,885.........       (3,503,279)                --
                                                                          -------------      -------------
   Net loss ..........................................................    $ (27,432,098)     $ (15,579,874)
                                                                          =============      =============
</TABLE>



         The accompanying notes are an integral part of the consolidated
                             financial statements.


                                       F-3
<PAGE>


                            ALAMOSA (DELAWARE), INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)



<TABLE>
<CAPTION>
                                                                       THREE MONTHS ENDED MARCH 31,
                                                                   -------------------------------------
                                                                          2001                2000
                                                                   -----------------   -----------------
<S>                                                                <C>                 <C>
Cash flows from operating activities:
Net loss .......................................................    $  (27,432,098)      $ (15,579,874)
Adjustments to reconcile net loss to net cash used in
 operating activities:
 Income tax benefit ............................................       (15,827,000)                 --
 Non-cash compensation expense .................................           183,120           3,972,630
 Depreciation and amortization .................................         7,298,625           2,256,947
 Amortization of goodwill ......................................         4,637,000                  --
 Bad debt expense ..............................................           200,280             194,722
 Amortization of debt issuance costs ...........................           338,770             283,312
 Deferred interest expense .....................................         6,657,415           4,248,576
 Loss on debt extinguishment ...................................         5,472,164                  --
 Loss from disposition of interest rate cap agreements .........                --             266,178
 (Increase) decrease in asset accounts, net of effects from
   acquisitions:
   Accounts receivable .........................................        (4,689,653)            591,699
   Inventory ...................................................         1,609,566           2,970,533
   Prepaid expenses and other assets ...........................         2,047,395              66,650
 Increase (decrease) in liability accounts, net of effects from
   acquisitions:
Accounts payable and accrued expenses ..........................        (5,272,643)          1,632,950
                                                                    --------------       -------------
   Net cash (used in) provided by operating activities .........       (24,777,059)            904,323
Cash flows from investing activities:
 Additions to property and equipment ...........................       (34,408,000)        (10,648,505)
 Repayment of notes receivable .................................        11,859,795                  --
 Cash paid for business acquisitions ...........................       (37,617,394)                 --
 Purchase of short term investments ............................       (32,300,000)        (15,063,018)
                                                                    --------------       -------------
   Net cash used in investing activities .......................       (92,465,599)        (25,711,523)
                                                                    --------------       -------------
Cash flows from financing activities:
 Equity offering proceeds ......................................                --         208,589,367
 Equity offering costs .........................................                --         (13,598,942)
 Issuance of 2000 senior discount notes ........................                --         187,096,000
 Issuance of 2001 senior notes .................................       242,500,000                  --
 Issuance of senior secured credit facility ....................       203,000,000                  --
 Repayment of debt assumed through acquisitions ................      (169,059,698)                 --
 Debt issuance costs ...........................................       (12,803,349)        (10,677,511)
 Stock options exercised .......................................                --             619,199
 Proceeds from issuance of long-term debt ......................                --           7,758,175
 Repayment of long-term debt ...................................       (54,524,224)        (76,239,373)
 Change in restricted cash .....................................       (70,585,203)           (481,983)
 Payments on capital leases ....................................            (8,446)             (5,253)
 Interest rate cap premiums ....................................                --             (27,400)
                                                                    --------------       -------------
   Net cash provided by financing activities ...................       138,519,080         303,032,279
                                                                    --------------       -------------
Net increase in cash and cash equivalents ......................        21,276,422         278,225,079
Cash and cash equivalents at beginning of period ...............       141,768,167           5,655,711
                                                                    --------------       -------------
Cash and cash equivalents at end of period .....................    $  163,044,589       $ 283,880,790
                                                                    ==============       =============

</TABLE>



         The accompanying notes are an integral part of the consolidated
                              financial statements.


                                       F-4
<PAGE>


                            ALAMOSA (DELAWARE), INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1.   BASIS OF PRESENTATION OF UNAUDITED INTERIM FINANCIAL INFORMATION

     The unaudited consolidated balance sheet as of March 31, 2001, the
unaudited consolidated statements of operations and of cash flows for the three
months ended March 31, 2001 and 2000 and related footnotes, have been prepared
in accordance with generally accepted accounting principles for interim
financial information and Article 10 of Regulation S-X. Accordingly, they do
not include all the information and footnotes required by generally accepted
accounting principles. The financial information presented should be read in
conjunction with the audited consolidated financial statements for the year
ended December 31, 2000. In the opinion of management, the interim data
includes all adjustments (consisting of only normally recurring adjustments)
necessary for a fair statement of the results for the interim periods.
Operating results for the three months ended March 31, 2001 are not necessarily
indicative of results that may be expected for the year ending December 31,
2001.

2.   ORGANIZATION AND BUSINESS OPERATIONS

     Alamosa (Delaware), Inc. ("Alamosa (Delaware)") is a wholly owned
subsidiary of Alamosa PCS Holdings, Inc. ("Alamosa PCS Holdings"), which is a
wholly owned subsidiary of Alamosa Holdings, Inc. ("Superholdings").
Superholdings shares of common stock are quoted on The Nasdaq National Market
under the symbol "APCS." Alamosa (Delaware) is a holding company and through
its subsidiaries provides wireless personal communications services, commonly
referred to as PCS, in the Southwestern, Northwestern and Midwestern United
States.

     Alamosa (Delaware) is a Delaware corporation and was formed in October
1999 under the name "Alamosa PCS Holdings, Inc." to operate as a holding
company in anticipation of its initial public offering. Alamosa (Delaware)
completed its initial public offering of common stock on February 3, 2000.
Immediately prior to the initial public offering, shares of Alamosa (Delaware)
were exchanged for Alamosa PCS LLC's ("Alamosa") membership interests, and
Alamosa became wholly owned by Alamosa (Delaware). These financial statements
are presented as if the reorganization had occurred as of the beginning of the
periods presented. Alamosa (Delaware) and its subsidiaries are collectively
referred to in these financial statements as the "Company."

     On December 14, 2000, Alamosa (Delaware) formed a new holding company
pursuant to Section 251(g) of the Delaware General Corporation Law. In that
transaction, each share of Alamosa PCS Holdings was converted into one share of
the new holding company, and the former public company, which was renamed
"Alamosa (Delaware), Inc.", became a wholly owned subsidiary of the new holding
company, which was renamed "Alamosa PCS Holdings, Inc."

     On February 14, 2001, Superholdings became the new public holding company
of Alamosa PCS Holdings and its subsidiaries pursuant to a reorganization
transaction in which a wholly owned subsidiary of Superholdings was merged with
and into Alamosa PCS Holdings. As a result of this reorganization, Alamosa PCS
Holdings became a wholly owned subsidiary of Superholdings, and each share of
Alamosa PCS Holdings common stock was converted into one share of Superholdings
common stock.

     On February 14, 2001, the Company completed its 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 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.

     On March 30, 2001, the Company completed its 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 highway miles.

     In 1998, Alamosa was formed and subsequently entered into affiliation
agreements with Sprint and Sprint PCS, the PCS Group of Sprint Corporation. The
four major affiliation agreements with Sprint and


                                       F-5
<PAGE>

                            ALAMOSA (DELAWARE), INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Sprint PCS are a management agreement, a services agreement, and two trademark
and service mark license agreements with different Sprint entities. These
affiliation agreements provided the Company with the exclusive right to build,
own and manage a wireless mobility communications 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 so that as of March 31, 2001 it included
approximately 9.2 million covered residents.

     The Company entered into one set of these agreements with Sprint and
Sprint PCS for its territories in the Southwestern part of the United States
and another set of these agreements for its territories in Wisconsin Roberts
entered into a set of these agreements for its territories in Illinois, Kansas
and Missouri, which the Company has assumed pursuant to its acquisition of
Roberts. WOW entered into a set of these agreements for its territories in
Washington and Oregon, which the Company has assumed pursuant to its
acquisition of WOW. Southwest entered into a set of these agreements for its
territories in Texas, Oklahoma and Arkansas, which the Company has assumed
pursuant to its acquisition of Southwest.

     The Company is required to build out the wireless network according to
Sprint PCS specifications. If the Company does not meet the build-out schedules
as specified in the Sprint management agreements, the Company could be in
breach of its agreements 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.

3.   CAPITAL REORGANIZATION

     As described in Note 2, in December 2000, the capital stock of Alamosa
(Delaware) was converted into shares of a new holding company with Alamosa
(Delaware) surviving. Following this transaction, the 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 Alamosa (Delaware) common stock is owned by Alamosa PCS Holdings.
However, Alamosa (Delaware) remains the issuer of the 2000 Senior Discount
Notes.

4.   NOTES RECEIVABLE

     ROBERTS -- On July 31, 2000, Superholdings' subsidiary, Alamosa
Operations, Inc. ("Operations") entered into a loan agreement with 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 in Note 5. Also on July 31,
2000, Operations entered into a loan agreement with the owners of Roberts for
$15 million, which was fully repaid at February 14, 2001, when the merger
closed. 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.

     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. At
the completion of the WOW acquisition, the WOW promissory note of approximately
$10 million was transferred to Alamosa (Delaware) and contributed as equity to
its wholly owned subsidiary, Alamosa Holdings, LLC.

                                       F-6
<PAGE>

                           ALAMOSA (DELAWARE), INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

5.   MERGERS WITH ROBERTS WIRELESS COMMUNICATIONS, L.L.C., WASHINGTON OREGON
     WIRELESS, LLC, AND SOUTHWEST PCS HOLDINGS, INC.

     As of the end of the first quarter of 2001, Superholdings completed the
acquisitions of three Sprint PCS network partners. On February 14, 2001,
Superholdings completed its acquisition of Roberts and WOW. In connection with
the Roberts and WOW acquisitions, Superholdings entered into a new senior
secured credit facility for up to $280 million. On March 30, 2001,
Superholdings completed its acquisition of Southwest. In connection with the
Southwest acquisition, Superholdings 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.

     The merger consideration in the Roberts acquisition consisted of 13.5
million common shares of Superholdings and approximately $4.0 million in cash.
Superholdings also assumed the net debt of Roberts in the transaction, which
amounted to approximately $57 million as of February 14, 2001.

     The merger consideration in the WOW acquisition consisted of 6.05 million
common shares of Superholdings and approximately $12.5 million in cash.
Superholdings also assumed the net debt of WOW in the transaction, which
amounted to approximately $31 million as of February 14, 2001.

     The merger consideration in the Southwest acquisition consisted of 11.1
million common shares of Superholdings and approximately $5 million in cash.
Superholdings also assumed the net debt of Southwest in the transaction, which
amounted to approximately $81 million as of March 30, 2001.

     The Company is in the process of obtaining valuations to definitively
allocate the purchase price. The acquisition activity is summarized as follows:

<TABLE>
<CAPTION>
                                                                       TOTAL
                                                                       -----
       <S>                                                        <C>
       Net cash paid ..........................................   $ 21,500,000
       Stock issued ...........................................    545,041,000
       Costs associated with acquisitions .....................     17,968,490
       Liabilities assumed ....................................    248,243,643
                                                                  ------------
       NBV of assets acquired, including intangibles ..........   $832,753,133
                                                                  ============
</TABLE>

     As a result of the acquisitions, the Company recorded goodwill and
intangibles of $919,624,707 which will be amortized over 18 years, which
approximates the remaining life of the initial term of the assumed Sprint PCS
contracts.

     The unaudited pro forma condensed consolidated statements of income for
the three months ended March 31, 2001 and 2000 set forth below, present the
results of operations as if the acquisitions had occurred at the beginning of
each period and are not necessarily indicative of future results or actual
results that would have been achieved had these acquisitions occurred as of the
beginning of the period.


<TABLE>
<CAPTION>
                                                                            THREE MONTHS ENDED MARCH 31,
                                                                         -----------------------------------
                                                                               2001               2000
                                                                         ----------------   ----------------
<S>                                                                      <C>                <C>
Total revenues .......................................................    $  64,756,953      $  17,289,440
Net loss before income tax benefit and extraordinary item ............      (59,536,999)       (28,289,280)
Income tax benefit ...................................................       21,083,842                 --
Net loss before extraordinary item ...................................      (38,453,157)       (28,289,280)
Loss on debt extinguishment, net of tax benefit of $1,968,885.........       (3,503,279)                --
Net loss .............................................................      (41,956,436)       (28,289,280)

</TABLE>


                                       F-7
<PAGE>

                            ALAMOSA (DELAWARE), INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

6. ACCUMULATED DEPRECIATION AND AMORTIZATION

     Property and equipment are stated net of accumulated depreciation of $22.8
million and $15.6 million at March 31, 2001 and December 31, 2000,
respectively. Additionally, goodwill and other intangibles are stated net of
accumulated amortization of $4.6 million and $0 million at March 31, 2001 and
December 31, 2000, respectively.

7. LONG-TERM DEBT

     Long-term debt consists of the following:

<TABLE>
<CAPTION>
                                                           MARCH 31, 2001     DECEMBER 31, 2000
                                                           --------------     -----------------
<S>                                                         <C>                 <C>
Senior discount notes .................................     $215,937,323        $209,279,908
2001 senior notes .....................................      250,000,000                  --
Senior secured credit facility ........................      203,000,000                  --
EDC credit facility ...................................               --          54,524,224
                                                            ------------        ------------
Total debt ............................................      668,937,323         263,804,132
Less current maturities ...............................               --                  --
                                                            ------------        ------------
Long-term debt, excluding current maturities ..........     $668,937,323        $263,804,132
                                                            ============        ============
</TABLE>

NORTEL/EDC CREDIT FACILITY

     On February 14, 2001, the outstanding balance of $54,524,224 was paid in
full plus accrued interest in the amount of $884,043 with proceeds from the
Senior Secured Credit Facility. As a result, $5,472,164 of unamortized issuance
costs were written off and classified as an extraordinary item. The Company was
refunded $1,377,049 of these costs as a result of the early extinguishment.

2001 SENIOR NOTES

     On January 31, 2001, Alamosa (Delaware) 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 Notes Offering
were used by Alamosa (Delaware) 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 Alamosa (Delaware),
including, accelerating coverage within the existing territories of Alamosa
(Delaware); 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
Alamosa (Delaware), 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 Alamosa (Delaware).

                                      F-8
<PAGE>

                            ALAMOSA (DELAWARE), INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

     SECURITY AGREEMENT -- Concurrently with the closing of the 2001 Senior
Notes, Alamosa (Delaware) deposited $59.0 million with the collateral agent, to
secure on a pro rata basis the payment obligations of Alamosa (Delaware) 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, Alamosa (Delaware) may use net proceeds of an equity
offering to redeem up to 35% of the accreted value of the 2001 Senior Notes at
a redemption price of 112.5%.

     CHANGE OF CONTROL -- Upon a change of control as defined by the 2001 Notes
Offering, Alamosa (Delaware) 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 Alamosa (Delaware) and the ability of the
subsidiaries of Alamosa (Delaware) 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
Alamosa (Delaware), triggers a default on such notes.

     REGISTRATION RIGHTS -- In connection with the 2001 Notes Offering, Alamosa
(Delaware) 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 of 1933 within 180 days
after the closing of the 2001 Notes Offering.

SENIOR SECURED CREDIT FACILITY

     On February 14, 2001, Superholdings, Alamosa (Delaware) 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. On
March 30, 2001, this credit facility was amended to increase the facility to
$333 million in relation to the acquisition of Southwest. At that time, all
covenants were amended to reflect this increase and the inclusion of Southwest.

     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    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.


                                       F-9
<PAGE>

                            ALAMOSA (DELAWARE), INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

     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%.

     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.

     As of March 31, 2001, Alamosa Holdings, LLC borrowed $203.0 million under
the new term loan facility while an additional $130.0 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 upon 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. 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 Alamosa (Delaware) and its subsidiaries, and 100% of
the net proceeds of issuances of debt obligations of Alamosa (Delaware) 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, Alamosa (Delaware) and, subject to certain exceptions, by
each current and future direct and indirect subsidiary of Alamosa (Delaware),
including Alamosa PCS, Inc., Roberts, WOW and Southwest.

     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 Alamosa
(Delaware), 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, Roberts, WOW and Southwest) of Alamosa (Delaware) and, subject to
certain exceptions, each current and future direct and indirect subsidiary of
Alamosa (Delaware).

                                      F-10
<PAGE>

                            ALAMOSA (DELAWARE), INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

     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;

     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 Alamosa (Delaware), WOW, Roberts
          and Southwest 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 Alamosa (Delaware) 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 Alamosa (Delaware), 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.

     Alamosa (Delaware) 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.

                                      F-11
<PAGE>

                            ALAMOSA (DELAWARE), INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

     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, Alamosa
(Delaware), Alamosa PCS Holdings, Alamosa Holdings, LLC and their subsidiaries.

DEBT COVENANT WAIVER

     As of March 31, 2001, the Company did not meet the maximum negative EBITDA
covenant requirement under the Senior Secured Credit Facility, which had an
outstanding balance of $203 million. During the quarter ended March 31, 2001,
the Company reported an EBITDA loss of $16.7 million which exceeded the maximum
negative EBITDA covenant by $7.0 million.

     On May 8, 2001, the Company obtained a permanent waiver of the covenant as
of March 31, 2001 from the lending institutions of the Senior Secured Credit
Facility. Management of the Company believes that the maximum negative EBITDA
covenant will be met in periods subsequent to March 31, 2001.

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 the Company's 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 the Company's assets, including
its rights in the affiliation agreements with Sprint PCS, and that the
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 consent 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 the Company's operating assets or the partnership interests,
membership interests or other equity interests of the Company's operating
subsidiaries, upon its receipt of notice of an acceleration of the Senior
Secured Credit Facility, under certain terms.

     If Sprint PCS does not purchase the Company's operating assets or the
partnership interests, membership interests or other equity interests of the
Company's 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 the Company's operating subsidiaries.

8.   INCOME TAXES

     The income tax expense adjustment of $13,858,115 represents the reversal
of the deferred tax asset valuation allowance and the resulting recognition of
its deductible net operating loss carry forwards.

                                      F-12
<PAGE>

                            ALAMOSA (DELAWARE), INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

These adjustments were based on an assessment of the combined past and expected
future taxable income of the Company and expected reversals of the temporary
differences from the Roberts, WOW and Southwest mergers.

9.   HEDGING ACTIVITIES AND COMPREHENSIVE INCOME

     In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivatives and Hedging
Activities". The statement requires the Company to record all derivatives on
the balance sheet at fair value. Derivatives that are not hedges must be
adjusted to fair value through earnings. If the derivative is a hedge,
depending on the nature of the hedge, changes in the fair value of the
derivatives are either recognized in earnings or are recognized in other
comprehensive income until the hedged item is recognized in earnings. In June
1999, the Financial Accounting Standards Board issued SFAS No. 137, "Accounting
for Derivative Instruments and Hedging Activities -- Deferral of the Effective
Date of the FASB Statement No. 133", which deferred the effective date of SFAS
No. 133 to fiscal years beginning after June 15, 2000. As a result of SFAS No.
133, the Company recorded approximately $24,000 in "other noncurrent assets"
representing the fair market value of the interest rate hedge that expire April
17, 2004. In addition, the Company recognized $15,084 net of tax effect, in
other comprehensive income, which appears as a separate component of
Stockholder's Equity as "Accumulated other comprehensive income".

     In June 1997, FASB issued SFAS No. 130, "Reporting Comprehensive Income."
This statement requires that all items required to be recognized under
accounting standards as components of comprehensive income be reported in a
financial statement that is displayed with the same prominence as other
financial statements. SFAS No. 130 is effective for financial statement periods
beginning after December 31, 1997.

<TABLE>
<CAPTION>
                                              THREE MONTHS ENDED MARCH 31,
                                          -------------------------------------
                                                 2001                2000
                                          -----------------   -----------------
<S>                                         <C>                 <C>
Net loss ..............................     $ (27,432,098)      $ (15,579,874)
Change in fair value of derivatives
 (net of tax effect of $8,477).........            15,084                  --
                                            -------------       -------------
Comprehensive loss ....................     $ (27,417,014)      $ (15,579,874)
                                            =============       =============
</TABLE>

10.  SUPPLEMENTAL DISCLOSURE TO STATEMENTS OF CASH FLOW

     Accounts payable at March 31, 2001 and 2000 include $29,744,559 and
$7,430,587, respectively, of property and equipment additions. Additions to
property and equipment of $34,408,000 in the consolidated statements of cash
flows for the three months ended March 31, 2001 include payments of accounts
payable outstanding at December 31, 2000.

11.  SUBSEQUENT EVENTS

     On May 9, 2001, Alamosa (Delaware) filed a registration statement on Form
S-4 with the Securities and Exchange Commission. This filing offers the holders
of the 2001 Senior Notes, as described in Note 7, the right to exchange the
outstanding notes for registered notes which have substantially the same terms.

12.  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 the guarantees are full and
conditional and joint and several.

                                      F-13
<PAGE>


                           CONSOLIDATING BALANCE SHEET
                              AS OF MARCH 31, 2001
                            (UNAUDITED, IN THOUSANDS)



<TABLE>
<CAPTION>
                                                               GUARANTOR    NON-GUARANTOR
                                                 ISSUER      SUBSIDIARIES    SUBSIDIARY     ELIMINATIONS    CONSOLIDATED
                                                 ------      ------------    ----------     ------------    ------------
<S>                                            <C>            <C>             <C>           <C>             <C>
ASSETS
Current Assets:
 Cash and cash equivalents .................   $    3,826     $  144,512      $ 14,707      $         --    $  163,045
 Short term investments ....................           --         33,900            --                --        33,900
 Accounts receivable, net of allowance                 --         29,113            --                --        29,113
 Intercompany receivable ...................       10,571          4,121            --           (14,692)           --
 Inventory .................................           --          4,467            --                --         4,467
 Investment in subsidiary ..................    1,035,580             --            --        (1,035,580)           --
 Deferred tax asset ........................           --          1,762            --                --         1,762
 Prepaid expenses and other assets .........          622          4,066            --                --         4,688
                                               ----------     ----------      --------      ------------    ----------
  Total current assets .....................    1,050,599        221,941        14,707        (1,050,272)      236,975
Property and equipment, net ................           --        386,792            --                --       386,792
Restricted cash ............................       59,069         11,516            --                --        70,585
Notes receivable ...........................           --         35,005            --           (35,005)           --
Debt issuance costs, net ...................       14,118         13,483            --                --        27,601
Goodwill and intangible asset ..............           --        914,988            --                --       914,988
Other non-current assets ...................           --          2,594            --                --         2,594
                                               ----------     ----------      --------      ------------    ----------
  Total assets .............................   $1,123,786     $1,586,319      $ 14,707      $ (1,085,277)   $1,639,535
                                               ==========     ==========      ========      ============    ==========
LIABILITIES AND
 STOCKHOLDER'S EQUITY
Current Liabilities:
 Accounts payable and accrued
  expenses .................................   $    8,215     $   91,999      $     --      $         --    $  100,214
 Intercompany payable ......................           --             --        14,693           (14,693)           --
 Current installments on capital lease
  obligations ..............................           --             37            --                --            37
                                               ----------     ----------      --------      ------------    ----------
 Total current liabilities .................        8,215         92,036        14,693           (14,693)      100,251
Notes payable ..............................           --         35,005            --           (35,005)           --
Senior discount notes ......................      215,937             --            --                --       215,937
2001 senior notes ..........................      250,000             --            --                --       250,000
Senior secured credit facility .............           --        203,000            --                --       203,000
Deferred tax liability .....................           --        217,943            --                --       217,943
Capital lease obligations ..................           --          1,029            --                --         1,029
Other noncurrent liabilities ...............           --          1,741            --                --         1,741
                                               ----------     ----------      --------      ------------    ----------
 Total liabilities .........................      474,152        550,754        14,693           (49,698)      989,901
                                               ----------     ----------      --------      ------------    ----------
Stockholder's Equity:
 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 ................      791,928      1,153,319        (4,000)       (1,149,319)      791,928
 Accumulated (deficit) earnings ............     (141,380)      (117,324)        4,014           113,310      (141,380)
 Accumulated other comprehensive
  income, net of tax .......................           15             15            --               (15)           15
 Unearned compensation .....................         (930)          (930)           --               930          (930)
                                               ----------     ----------      --------      ------------    ----------
  Total equity .............................      649,634      1,035,565            14        (1,035,579)      649,634
                                               ----------     ----------      --------      ------------    ----------
  Total liabilities and stockholder's
   equity ..................................   $1,123,786     $1,586,319      $ 14,707      $ (1,085,277)   $1,639,535
                                               ==========     ==========      ========      ============    ==========
</TABLE>


                                      F-14
<PAGE>


                      CONSOLIDATING STATEMENT OF OPERATIONS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2001
                            (UNAUDITED, IN THOUSANDS)



<TABLE>
<CAPTION>
                                                                 GUARANTOR      NON-GUARANTOR
                                                  ISSUER       SUBSIDIARIES      SUBSIDIARY      ELIMINATIONS     CONSOLIDATED
                                                  ------       ------------      ----------      ------------     ------------
<S>                                             <C>             <C>                <C>              <C>            <C>
Revenues:
 Subscriber revenues .......................    $      --       $  30,508          $   --           $    --        $  30,508
 Travel and roaming revenues ...............           --          11,411              --                --           11,411
                                                ---------       ---------          ------           -------        ---------
  Total services revenues ..................           --          41,919              --                --           41,919
 Product sales .............................           --           3,915              --                --            3,915
                                                ---------       ---------          ------           -------        ---------
  Total revenue ............................           --          45,834              --                --           45,834
Cost of services and operations ............           --          32,269              --                --           32,269
Cost of products sold ......................           --           8,033              --                --            8,033
Selling and marketing ......................           --          18,482              --                --           18,482
General and administrative (including
 $183 non-cash compensation)................          363           3,531              12                --            3,906
Depreciation and amortization ..............           --          11,936              --                --           11,936
                                                ---------       ---------          ------           -------        ---------
  Loss from operations .....................         (363)        (28,417)            (12)               --          (28,792)
Equity in loss of subsidiaries .............      (16,727)             --              --            16,727               --
Interest and other income ..................        1,423           2,178           2,120                --            5,721
Interest expense ...........................      (11,765)         (2,951)             --                --          (14,716)
                                                ---------       ---------          ------           -------        ---------
Net loss before income tax benefit and
 extraordinary item ........................      (27,432)        (29,190)          2,108            16,727          (37,787)
Income tax benefit .........................           --          13,858              --                --           13,858
                                                ---------       ---------          ------           -------        ---------
Net loss before extraordinary item .........      (27,432)        (15,332)          2,108            16,727          (23,929)
Loss on debt extinguishment, net of tax
 benefit of $1,969..........................           --          (3,503)             --                --           (3,503)
                                                ---------       ---------          ------           -------        ---------
Net loss ...................................    $ (27,432)      $ (18,835)         $2,108           $16,727        $ (27,432)
                                                =========       =========          ======           =======        =========
</TABLE>


                                      F-15
<PAGE>


                      CONSOLIDATING STATEMENT OF CASH FLOWS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2001
                            (UNAUDITED, IN THOUSANDS)



<TABLE>
<CAPTION>
                                                                GUARANTOR    NON-GUARANTOR
                                                   ISSUER     SUBSIDIARIES    SUBSIDIARY    ELIMINATIONS    CONSOLIDATED
                                                   ------     ------------    ----------    ------------    ------------
<S>                                             <C>            <C>             <C>           <C>            <C>
Cash flows from operating activities:
Net income (loss) ............................  $  (27,432)    $ (18,835)      $  2,108      $   16,727     $ (27,432)
Adjustments to reconcile net loss to net
 cash used in operating activities:
 Equity in loss of subsidiaries ..............      16,727            --             --         (16,727)           --
 Income tax benefit ..........................          --       (15,827)            --              --       (15,827)
 Non-cash compensation expense ...............         183            --             --              --           183
 Depreciation and amortization ...............          --         7,299             --              --         7,299
 Amortization of goodwill ....................          --         4,637             --              --         4,637
 Bad debt expense ............................          --           201             --              --           201
 Amortization of debt issuance costs .........         250            88             --              --           338
 Deferred interest expense ...................       6,657            --             --              --         6,657
 Loss on debt extinguishment .................          --         5,472             --              --         5,472
 (Increase) decrease in asset accounts,
  net of effects from acquisitions:
  Accounts receivable ........................          --        (5,590)           900              --        (4,690)
  Inventory ..................................          --         1,609             --              --         1,609
  Prepaid expense and other assets ...........       2,713        (1,713)         1,046              --         2,046
 Increase (decrease) in liability
  accounts, net of effects from
  acquisitions:
  Accounts payable and accrued
   expenses ..................................       7,653       (12,885)           (39)             --        (5,271)
                                                ----------     ---------       --------      ----------     ---------
   Net cash provided by (used in)
     operating activities ....................       6,751       (35,544)         4,015              --       (24,778)
                                                ----------     ---------       --------      ----------     ---------
Cash flows from investing activities:
 Additions to property and equipment                    --       (34,408)            --              --       (34,408)
 Intercompany receivable .....................       1,662           217         (1,879)             --            --
 Equity investment in subsidiary .............    (302,960)           --         (4,000)        306,960            --
 Equity investment from parent ...............          --       306,960             --        (306,960)           --
 Repayment of notes receivable ...............          --            --         11,860              --        11,860
 Acquisition related costs ...................          --       (37,617)            --              --       (37,617)
 Purchase (sale) of short term
  investments ................................       1,600       (33,900)            --              --       (32,300)
                                                ----------     ---------       --------      ----------     ---------
   Net cash provided by (used in)
     investing activities ....................    (299,698)      201,252          5,981              --       (92,465)
                                                ----------     ---------       --------      ----------     ---------
Cash flows from financing activities:
 Issuance of 2001 senior discount
  notes ......................................     242,500            --             --              --       242,500
 Issuance of senior secured credit
  facility ...................................          --       203,000             --              --       203,000
 Repayment of debt assumed through
  acquisitions ...............................          --      (169,060)            --              --      (169,060)
 Debt issuance cost ..........................        (661)      (12,142)            --              --       (12,803)
 Repayment of long-term debt .................          --       (54,524)            --              --       (54,524)
 Change in restricted cash ...................     (59,069)      (11,516)            --              --       (70,585)
 Payments on capital leases ..................          --            (8)            --              --            (8)
                                                ----------     -----------     --------      ----------     -----------
   Net cash provided by (used in)
     financing activities ....................     182,770       (44,250)            --              --       138,520
                                                ----------     -----------     --------      ----------     -----------
   Net increase (decrease) in cash
     and cash equivalents ....................    (110,177)      121,458          9,996              --        21,277
Cash and cash equivalents at beginning
 of period ...................................     114,003        23,054          4,711              --       141,768
                                                ----------     -----------     --------      ----------     -----------
Cash and cash equivalents at end of
 period ......................................  $    3,826     $ 144,512       $ 14,707      $       --     $ 163,045
                                                ==========     ===========     ========      ==========     ===========
</TABLE>



                                      F-16
<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-17
<PAGE>

                            ALAMOSA (DELAWARE), INC.

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                      DECEMBER 31, 2000    DECEMBER 31, 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
                                                                       ==============       =============
</TABLE>

         The accompanying notes are an integral part of the consolidated
                              financial statements.

                                      F-18
<PAGE>

                            ALAMOSA (DELAWARE), INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS

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

         The accompanying notes are an integral part of the consolidated
                              financial statements.

                                      F-19
<PAGE>

                            ALAMOSA (DELAWARE), INC.

                 CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
       FOR THE PERIOD FROM JULY 16, 1998 (INCEPTION) TO DECEMBER 31, 2000

<TABLE>
<CAPTION>
                                                COMMON STOCK             ADDITIONAL
                                       ------------------------------     PAID-IN
                                            SHARES          AMOUNT        CAPITAL
                                       ---------------- ------------- ---------------
<S>                                     <C>              <C>           <C>
Balance, July 16, 1998 (inception) ...  $           --   $        --   $         --
Member's contribution ................      48,500,008       485,000     14,515,000
Net loss .............................              --            --             --
                                        --------------   -----------   ------------
Balance, December 31, 1998 . .........      48,500,008       485,000     14,515,000
Members' contributions ...............              --            --     22,000,000
Stock options ........................              --            --     14,309,876
Amortization of unearned
 compensation ........................              --            --             --
Net loss .............................              --            --             --
                                        --------------   -----------   ------------
Balance, December 31, 1999 . .........      48,500,008       485,000     50,824,876
Initial public offering ..............      12,321,100       123,211    193,664,076
Exercise of stock options ............         538,748         5,387        703,061
Capital reorganization ...............     (61,359,756)     (613,597)       613,597
Amortization of unearned
 compensation ........................              --            --             --
Unearned compensation ................              --            --        653,073
Net loss .............................              --            --             --
                                        --------------   -----------   ------------
Balance, December 31, 2000 ...........  $          100   $         1   $246,458,683
                                        ==============   ===========   ============
<CAPTION>
                                           ACCUMULATED        UNEARNED
                                             DEFICIT        COMPENSATION         TOTAL
                                       ------------------ ---------------- ----------------
<S>                                      <C>               <C>              <C>
Balance, July 16, 1998 (inception) ...   $           --    $          --    $          --
Member's contribution ................               --               --       15,000,000
Net loss .............................         (923,822)              --         (923,822)
                                         --------------    -------------    -------------
Balance, December 31, 1998 . .........         (923,822)              --       14,076,178
Members' contributions ...............               --               --       22,000,000
Stock options ........................               --      (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 . .........      (33,759,681)      (6,110,365)      11,439,830
Initial public offering ..............               --               --      193,787,287
Exercise of stock options ............               --               --          708,448
Capital reorganization ...............               --               --               --
Amortization of unearned
 compensation ........................               --        5,650,625        5,650,625
Unearned compensation ................               --         (653,073)              --
Net loss .............................      (80,188,100)              --      (80,188,100)
                                         --------------    -------------    -------------
Balance, December 31, 2000 ...........   $ (113,947,781)   $  (1,112,813)   $ 131,398,090
                                         ==============    =============    =============
</TABLE>

         The accompanying notes are an integral part of the consolidated
                              financial statements.

                                      F-20
<PAGE>

                            ALAMOSA (DELAWARE), INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

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

         The accompanying notes are an integral part of the consolidated
                              financial statements.

                                      F-21
<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."

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.

                                      F-22
<PAGE>

                            ALAMOSA (DELAWARE), INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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.

     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:

<TABLE>
            <S>                                        <C>
            Buildings ..............................   20 years
            Network equipment ......................   5-10 years
            Vehicles ...............................   5 years
            Furniture and office equipment .........   5-7 years
</TABLE>

     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.

                                      F-23
<PAGE>

                            ALAMOSA (DELAWARE), INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

     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.

     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.

                                      F-24
<PAGE>

                            ALAMOSA (DELAWARE), INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

     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.

     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

                                      F-25
<PAGE>

                            ALAMOSA (DELAWARE), INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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.

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-26
<PAGE>

                            ALAMOSA (DELAWARE), INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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:


<TABLE>
<CAPTION>
  YEARS:
  ------
  <S>                         <C>
  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
                              ===========
</TABLE>


     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.

                                      F-27
<PAGE>

                            ALAMOSA (DELAWARE), INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

     At December 31, 2000, the future payments under capital lease obligations,
less imputed interest, are as follows:


<TABLE>
<CAPTION>
YEARS:
------
<S>                                                                   <C>
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
                                                                      ==========
</TABLE>


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;

                                      F-28
<PAGE>

                            ALAMOSA (DELAWARE), INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

     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%;

     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

                                      F-29
<PAGE>

                            ALAMOSA (DELAWARE), INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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.

     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:

                                      F-30
<PAGE>

                            ALAMOSA (DELAWARE), INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

<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>

     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

                                      F-31
<PAGE>

                            ALAMOSA (DELAWARE), INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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.

     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.

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.

                                      F-32
<PAGE>

                            ALAMOSA (DELAWARE), INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

     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.

     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.

                                      F-33
<PAGE>

                            ALAMOSA (DELAWARE), INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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.

     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
                                        YEAR END            YEAR END        (INCEPTION) 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
                                        YEAR END         YEAR END       (INCEPTION) 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>


                                      F-34
<PAGE>

                            ALAMOSA (DELAWARE), INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

     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
                           ----------------------------------------- -----------------------------
                            NUMBER OF   EXERCISE       REMAINING      NUMBER OF   WEIGHTED AVERAGE
RANGE OF EXERCISE PRICES     OPTIONS      PRICE    CONTRACTUAL LIFE    OPTIONS     EXERCISE 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>

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>


                                      F-35
<PAGE>

                            ALAMOSA (DELAWARE), INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

     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.

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.

                                      F-36
<PAGE>

                            ALAMOSA (DELAWARE), INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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.

                                      F-37
<PAGE>

                            ALAMOSA (DELAWARE), INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           CONSOLIDATING BALANCE SHEET
                             AS OF DECEMBER 31, 2000
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                     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 expenses ............  $      564     $  60,783        $    39      $       --    $   61,386
 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:
 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-38
<PAGE>

                            ALAMOSA (DELAWARE), INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                      CONSOLIDATING STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 2000
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                              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-39
<PAGE>

                            ALAMOSA (DELAWARE), INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                      CONSOLIDATING STATEMENT OF CASH FLOWS
                      FOR THE YEAR ENDED DECEMBER 31, 2000
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                   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 tonet 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 end of period ......  $  114,003     $   23,054     $  4,711       $       --    $  141,768
                                                   ==========     ==========     =========      ==========    ==========
</TABLE>

                                      F-40
<PAGE>

                            ALAMOSA (DELAWARE), INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


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.

     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,

                                      F-41
<PAGE>

                            ALAMOSA (DELAWARE), INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


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%.

     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

                                      F-42
<PAGE>

                            ALAMOSA (DELAWARE), INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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;

     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.

                                      F-43
<PAGE>

                            ALAMOSA (DELAWARE), INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

     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.

     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.

                                      F-44
<PAGE>

                            ALAMOSA (DELAWARE), INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


     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.

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.

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

                                      F-45
<PAGE>

                            ALAMOSA (DELAWARE), INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONCLUDED)

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, the Company did not meet the maximum negative EBITDA
covenant under the Senior Secured Credit Facility, which had an outstanding
balance of $203 million. During the quarter ended March 31, 2001, the Company
reported an EBITDA loss of $16.7 million, which exceeded the maximum negative
EBITDA covenant by $7.0 million.

     On May 8, 2001, the Company obtained a permanent waiver of the covenant as
of March 31, 2001 from the lending institutions of the Senior Secured Credit
Facility. Management of the Company believes that the maximum negative EBITDA
covenant will be met in periods subsequent to March 31, 2001.


                                      F-46
<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-47
<PAGE>

                                   SCHEDULE II
                            ALAMOSA (DELAWARE), INC.
                 CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS

                FOR THE PERIOD JULY 16, 1998 (INCEPTION) THROUGH
                        DECEMBER 31, 2000 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                 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-48
<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-49
<PAGE>

               ROBERTS WIRELESS COMMUNICATIONS, LLC AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>
                                                             2000              1999
                                                       ---------------   ---------------
<S>                                                    <C>               <C>
ASSETS
Current Assets
 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
                                                        =============     ============
</TABLE>

                 See accompanying notes and accountant's report.

                                      F-50
<PAGE>

                     ROBERTS WIRELESS COMMUNICATIONS, L.L.C.

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                  DECEMBER 31, 2000     DECEMBER 31, 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)
                                                    =============         ============
</TABLE>

                 See accompanying notes and accountant's report.

                                      F-51
<PAGE>

               ROBERTS WIRELESS COMMUNICATIONS, LLC AND SUBSIDIARY

              CONSOLIDATED STATEMENTS OF MEMBERS' EQUITY (DEFICIT)
                     YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                       CONTRIBUTED
                                                    CONTRIBUTED          CAPITAL         ACCUMULATED
                                                  CAPITAL MEMBERS   RELATED ENTITIES       DEFICIT      MEMBERS' 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)
                                                     ==========        ==========      =============    =============
</TABLE>

                 See accompanying notes and accountant's report.

                                      F-52
<PAGE>

               ROBERTS WIRELESS COMMUNICATIONS, LLC AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                        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      $          --
                                                                   =============      =============
</TABLE>

                 See accompanying notes and accountant's report.

                                      F-53
<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.

     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:

<TABLE>
<S>                                      <C>
     Buildings .......................   39 years
     Furniture and Fixtures ..........   5-7 years
     Communication Equipment .........   5-15 years
     Vehicles ........................   5 years
</TABLE>

                                      F-54
<PAGE>

               ROBERTS WIRELESS COMMUNICATIONS, LLC AND SUBSIDIARY
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

     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.

     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

<TABLE>
<S>                                  <C>
  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
                                            ============
</TABLE>

     The note payable was paid off February 14, 2001, when the merger with
Alamosa was completed.

4.   LONG TERM DEBT

<TABLE>
<S>                                          <C>
    Note payable -- DLJ Origination date:                   September 8, 1999
    Collateral:                              All assets owned by the company.
    Maturity Date: September 8, 2007                              $56,000,000
                                                                  ===========
</TABLE>

     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

                                      F-55
<PAGE>

               ROBERTS WIRELESS COMMUNICATIONS, LLC AND SUBSIDIARY
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

$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:

<TABLE>
<CAPTION>
                                                             APPLICABLE MARGIN FOR
       LEVERAGE                                                  ABR BORROWINGS
       --------                                                  --------------
       <S>                                                            <C>
       (greater than) 10 x                                            3.50%
       = or  (less than)  10 x but  (greater than)  6 x               3.25%
       = or  (less than)  6 x but  (less than)  4 x                   3.00%
       = or  (less than)  4 x                                         2.75%
</TABLE>

     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).

<TABLE>
  Year                               Amount
  ----                               ------
  <S>                            <C>
  2001 ......................    $          0
  2002 ......................               0
  2003 ......................       5,002,288
  2004 ......................       5,002,288
  2005 ......................       5,002,288
  Thereafter ................      40,993,136
                                 ------------
                                 $ 56,000,000
                                 ============
</TABLE>

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:

                                      F-56
<PAGE>

               ROBERTS WIRELESS COMMUNICATIONS, LLC AND SUBSIDIARY
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

<TABLE>
  Year                              Amount
  ----                              ------
<S>                              <C>
  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
                                 ============
</TABLE>

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.

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).

                                      F-57
<PAGE>

               ROBERTS WIRELESS COMMUNICATIONS, LLC AND SUBSIDIARY
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

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-58
<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-59
<PAGE>

                                 BALANCE SHEETS
                           DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                                   2000               1999
                                                                             ----------------   ---------------
ASSETS
<S>                                                                          <C>                <C>
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
                                                                              =============        ==========
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                      F-60
<PAGE>

                              STATEMENTS OF INCOME
                     YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>
                                                       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)
                                                  =============        ========
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                      F-61
<PAGE>

                          STATEMENTS OF MEMBERS' EQUITY
                     YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                      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),
 Decmber 31, 2000 ..................  $15,573,311    (15,381,646)     (750,000)        (558,335)
                                      ===========    ===========      ========      ===========
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                      F-62
<PAGE>

                            STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                          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
                                                                     =============        ==========
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                      F-63
<PAGE>

                       STATEMENTS OF CASH FLOWS, CONTINUED
                     YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                   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
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                      F-64
<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.

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.

                                      F-65
<PAGE>

                          NOTES TO FINANCIAL STATEMENTS
                     DECEMBER 31, 2000 AND 1999 (CONTINUED)

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.

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).

                                      F-66
<PAGE>

                          NOTES TO FINANCIAL STATEMENTS
                     DECEMBER 31, 2000 AND 1999 (CONTINUED)


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.

     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).

                                      F-67
<PAGE>

                          NOTES TO FINANCIAL STATEMENTS
                     DECEMBER 31, 2000 AND 1999 (CONTINUED)


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.


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:

                                      F-68
<PAGE>

                          NOTES TO FINANCIAL STATEMENTS
                     DECEMBER 31, 2000 AND 1999 (CONTINUED)

<TABLE>
<S>                 <C>
   2001 .........    $  8,590,000
   2002 .........       2,110,000
   2003 .........       1,230,000
   2004 .........       1,950,000
   2005 .........       1,230,000
                     ------------
                     $ 15,110,000
</TABLE>

     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:

<TABLE>
<S>                 <C>
   2001 .........    $  3,015,000
   2002 .........       3,550,000
   2003 .........       3,550,000
   2004 .........       3,600,000
   2005 .........       3,650,000
                     ------------
                     $ 17,365,000
</TABLE>

     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:

<TABLE>
<S>                 <C>
   2001 .........    $   433,400
   2002 .........        433,400
   2003 .........        317,400
   2004 .........        226,700
   2005 .........         88,000
                     -----------
                     $ 1,498,900
</TABLE>

     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.


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

                                      F-69
<PAGE>

                          NOTES TO FINANCIAL STATEMENTS
                     DECEMBER 31, 2000 AND 1999 (CONTINUED)

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.


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-70
<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-71
<PAGE>

                             SWPCS HOLDINGS, L.L.C.
                           CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
                                                                               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
                                                                              =============
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                      F-72
<PAGE>

                             SWPCS HOLDINGS, L.L.C.
                      CONSOLIDATED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
                                               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)
                                             =============
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                      F-73
<PAGE>

                             SWPCS HOLDINGS, L.L.C.
                CONSOLIDATED STATEMENT OF MANDATORILY REDEEMABLE
                      MEMBER'S DEFICIT AND MEMBERS' DEFICIT

<TABLE>
<CAPTION>
                                      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)
                                    =============    =============     ============       ============       =============
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                      F-74
<PAGE>

                             SWPCS HOLDINGS, L.L.C.
                      CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                      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>

   The accompanying notes are an integral part of these financial statements.

                                      F-75
<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:

<TABLE>
<S>                                                                <C>
       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%
</TABLE>

     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-76
<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.

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.

                                      F-77
<PAGE>

                             SWPCS HOLDINGS, L.L.C.
                    CONSOLIDATED NOTES TO FINANCIAL STATEMENT

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.

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

                                      F-78
<PAGE>

                             SWPCS HOLDINGS, L.L.C.
                    CONSOLIDATED NOTES TO FINANCIAL STATEMENT

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.


4. LONG-TERM DEBT


     Long-term debt consists of the following at December 31, 2000:

<TABLE>
<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

                                      F-79
<PAGE>

                             SWPCS HOLDINGS, L.L.C.
                    CONSOLIDATED NOTES TO FINANCIAL STATEMENT

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.

     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

                                      F-80
<PAGE>

                             SWPCS HOLDINGS, L.L.C.
                    CONSOLIDATED NOTES TO FINANCIAL STATEMENT

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.

     Future maturities of long-term debt as of December 31, 2000 are as
follows:


<TABLE>
<CAPTION>
  YEARS ENDING 31,
  ----------------
  <S>                       <C>
  2001 .................... $        --
  2002 ....................          --
  2003 ....................   4,500,000
  2004 ....................  18,500,000
  2005 ....................  12,000,000
  Thereafter ..............  38,000,000
                            -----------
  Total ................... $73,000,000
                            ===========
</TABLE>


     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.

                                      F-81
<PAGE>

                             SWPCS HOLDINGS, L.L.C.
                    CONSOLIDATED NOTES TO FINANCIAL STATEMENT

     Minimum noncancelable lease payments under operating leases for the
periods shown are as follows:

<TABLE>
<S>                           <C>
  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
                              ===========
</TABLE>


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.

     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).

                                      F-82
<PAGE>

                             SWPCS HOLDINGS, L.L.C.
                    CONSOLIDATED NOTES TO FINANCIAL STATEMENT

     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>
                                             PERCENTAGE       COMPANY
COMPANY                                       INTEREST         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.


9.   FAIR VALUE 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

                                      F-83
<PAGE>

                             SWPCS HOLDINGS, L.L.C.
                    CONSOLIDATED NOTES TO FINANCIAL STATEMENT

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-84

<PAGE>

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


                               TABLE OF CONTENTS




<TABLE>
<S>                                                    <C>
Prospectus Summary .................................        1
The Exchange Offer .................................        2
The Registered Notes ...............................        4
Alamosa (Delaware), Inc. Selected Historical
   Financial Information ...........................        7
Capitalization .....................................        8
Risk Factors .......................................        9
The Exchange Offer .................................       22
Business ...........................................       31
Management's Discussion and Analysis of
   Financial Condition and Results of
   Operations ......................................       44
Management .........................................       54
Certain Relationships and Related
   Transactions ....................................       63
Our Affiliation Agreements with Sprint PCS .........       68
Regulatory Environment .............................       77
Security Ownership of Certain Beneficial
   Owners and Management ...........................       82
Description of Notes ...............................       86
Book-entry System ..................................      124
Exchange Offer; Registration Rights ................      125
Plan of Distribution ...............................      128
Material United States Federal Tax
   Considerations ..................................      128
Alamosa (Delaware), Inc. Selected Unaudited
   Pro Forma Financial Data ........................      132
Legal Matters ......................................      139
Experts ............................................      140
Financial Statements ...............................      F-1
</TABLE>




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.
++       Previously filed together with the Registration Statement on Form S-4,
         dated May 9, 2001 (Registration No. 333-60572) of Alamosa (Delaware),
         Inc. and herein incorporated by reference.
+++      Filed with this prospectus.



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 June 8, 2001.


                                          ALAMOSA (DELAWARE), INC.


                                          /s/ David E. Sharbutt       6/8/01
                                          ----------------------------------
                                          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                6/8/01
                                   --------------------------------------------
                                   David E. Sharbutt                      Date
                                   Chairman of the Board of Directors
                                   and Chief Executive Officer
                                   (Principal Executive Officer)



                                    /s/ Kendall W. Cowan                6/8/01
                                   ---------------------------------------------
                                   Kendall W. Cowan                        Date
                                   Chief Financial Officer
                                   (Principal Financial and Accounting Officer)





                                   ---------------------------------------------
                                   Michael R. Budagher                     Date
                                   Director




                                      II-16

<PAGE>



                                   /s/ David E. Sharbutt*                 6/8/01
                                   ---------------------------------------------
                                   for Ray M. Clapp, Jr.                   Date
                                   Director



                                   /s/ David E. Sharbutt*                 6/8/01
                                   ---------------------------------------------
                                   for Scotty Hart                         Date
                                   Director



                                   /s/ David E. Sharbutt*                 6/8/01
                                   ---------------------------------------------
                                   for Thomas Hyde                         Date
                                   Director



                                   /s/ David E. Sharbutt*                 6/8/01
                                   ---------------------------------------------
                                   for Schuyler B. Marshall                Date
                                   Director



                                   /s/ David E. Sharbutt*                 6/8/01
                                   ---------------------------------------------
                                   for Tom M. Phelps                       Date
                                   Director



                                   /s/ David E. Sharbutt*                 6/8/01
                                   ---------------------------------------------
                                   for Jimmy R. White                      Date
                                   Director




                                   ---------------------------------------------
                                   Thomas F. Riley                         Date
                                   Director




                                   ---------------------------------------------
                                   Michael V. Roberts                      Date
                                   Director



                                   ---------------------------------------------
                                   Steven C. Roberts                       Date
                                   Director


* By:  /s/ David E. Sharbutt
       ---------------------
       Attorney-in-fact



                                      II-17
<PAGE>

                                    Exhibits
                                    --------

<TABLE>
<CAPTION>

         EXHIBIT
         NUMBER:         EXHIBIT TITLE
<S>      <C>             <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).



<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.



<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.



<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.



<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.



<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.



<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.



<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.



<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.



<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.



<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.
++       Previously filed together with the Registration Statement on Form S-4,
         dated May 9, 2001 (Registration No. 333-60572) of Alamosa (Delaware),
         Inc. and herein incorporated by reference.
+++      Filed with this prospectus.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>2
<FILENAME>file002.txt
<TEXT>

<PAGE>


                                                                     Exhibit 5.1



            [Letterhead of Skadden, Arps, Slate, Meagher & Flom, LLP]

                                                     June 7, 2001




Alamosa (Delaware), Inc.
5225 S. Loop 289
Lubbock, Texas  79424


     Re: Alamosa (Delaware), Inc.
         12-1/2% Senior Notes due 2011
         Registration Statement on Form S-4
         ----------------------------------

Ladies and Gentlemen:

     We have acted as special counsel to Alamosa (Delaware), Inc., a Delaware
corporation (the "Company"), the Delaware Guarantors (as defined below), and the
Non-Delaware Guarantors (as defined below, and with the Delaware Guarantors,
collectively, the "Guarantors"), in connection with the public offering of up to
(i) $250,000,000 aggregate principal amount of 12-1/2% Senior Notes due 2011
(collectively, the "Notes") of the Company which are to be guaranteed on an
unsecured senior basis pursuant to guarantees (the "Guarantees") by certain
guarantors, including each of the guarantors listed on Schedule A (the "Delaware
Guarantors") and Schedule B (the "Non-Delaware Guarantors") attached hereto. The
Notes are to be issued pursuant to an exchange offer (the "Exchange Offer") in
exchange for a like principal amount of the Company's issued and outstanding
12-1/2% Senior Notes (collectively, the "Outstanding Notes") under the
Indenture, dated as of January 31, 2001, by and among the Company, the
Guarantors, and Wells Fargo Bank Minnesota, N.A., as trustee (the "Trustee"), as
supplemented by a First Supplemental Indenture, dated as of February 14, 2001
and a Second Supplemental Indenture, dated as of March 30, 2001 (together, the
"Indenture").


<PAGE>


June 7, 2001
Page 2


     This opinion is being furnished in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the
"Securities Act").

     In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Registration
Statement on Form S-4 (File No. 333-60572) relating to the Exchange Offer, as
filed with the Securities and Exchange Commission (the "Commission") under the
Securities Act on June 8, 2001 ("Registration Statement"); (ii) an executed copy
of the Registration Rights Agreement, dated January 24, 2001 by and among the
Company, the Guarantors parties thereto, Salomon Smith Barney Inc., TD
Securities (USA) Inc., Credit Suisse First Boston Corporation, First Union
Securities, Inc., Lehman Brothers Inc. and Scotia Capital (USA) Inc. (the
"Registration Rights Agreement"); (iii) an executed copy of the Indenture, which
includes therein the Guarantees; (iv) the Restated Certificate of Incorporation
of the Company; (v) the Amended and Restated Bylaws of the Company; (vi) certain
resolutions adopted by the Board of Directors of the Company, relating to, among
other things, the Exchange Offer, the issuance of the Outstanding Notes, the
Indenture and related matters; (vii) certain resolutions adopted by the Manager
of each of the Guarantors relating to, among other things, the issuance of the
Guarantees by the Guarantors; (viii) the Form T-1 of the Trustee attached as
Exhibit 25.1 to the Registration Statement; and (ix) the form of the Notes. We
have also examined originals or copies, certified or otherwise identified to our
satisfaction, of such records of the Company and the Guarantors and such
agreements, certificates of public officials, certificates of officers or other
representatives of the Company, the Guarantors and others, and such other
documents, certificates and records as we have deemed necessary or appropriate
as a basis for the opinions set forth herein.

     In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, facsimile, conformed or photostatic
copies and the authenticity of the originals of such latter documents. In making
our examination of documents executed or to be executed, we have assumed that
the parties thereto, other than the Company and the Delaware Guarantors, had or
will have the power, corporate or other, to enter into and perform all
obligations thereunder, have been duly organized and are validly existing under
the laws of the jurisdiction of their organization, and




<PAGE>


June 7, 2001
Page 3

have also assumed the due authorization by all requisite action, corporate or
other, and execution and delivery by such parties of such documents and the
validity and binding effect of such documents on such parties. We have also
assumed that the Non-Delaware Guarantors have complied with all aspects of the
laws of their respective jurisdictions of organization in connection with the
Indenture and the issuance of the Outstanding Notes and the Notes. As to any
facts material to the opinions expressed herein which we have not independently
established or verified, we have relied upon the statements and representations
of officers and other representatives of the Company, the Guarantors and others.

     Our opinions set forth herein are limited to the General Corporation Law of
the State of Delaware and the laws of the State of New York which are normally
applicable to transactions of the type contemplated by the Exchange Offer, and
to the extent that judicial or regulatory orders or decrees or consents,
approvals, licenses, authorizations, validations, filings, recordings or
registrations with governmental authorities are relevant, to those required
under such laws (all of the foregoing being referred to as "Opined on Law"). We
do not express any opinion with respect to the law of any jurisdiction other
than Opined on Law or as to the effect of any such non-Opined on Law on the
opinions herein stated.

     Based upon and subject to the foregoing and the limitations,
qualifications, exceptions and assumptions set forth herein, we are of the
opinion that when (i) the Registration Statement becomes effective under the
Securities Act and the Indenture has been qualified under the Trust Indenture
Act of 1939, as amended, and (ii) the Notes (in the form examined by us) have
been duly executed and authenticated in accordance with the terms of the
Indenture and have been delivered upon consummation of the Exchange Offer
against receipt of Outstanding Notes surrendered in exchange therefor in
accordance with the terms of the Outstanding Notes, the Registration Rights
Agreement and the Indenture, the Notes will be valid and binding obligations of
the Company, entitled to the benefits of the Indenture and enforceable against
the Company in accordance with their terms, and each Guarantee will be the valid
and binding obligation of the respective Guarantor, entitled to the benefits of
the Indenture and enforceable against such Guarantor in accordance with its
terms, except, in each case, to the extent that (A) the enforcement thereof may
be limited by (1) bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or similar laws now or hereafter in effect relating to creditors'
rights

<PAGE>


June 7, 2001
Page 4

generally and (2) general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity).

     In rendering the opinions set forth above, we have assumed that (i) the
execution and delivery by the Company of the Indenture and the Notes and the
performance by the Company of its obligations thereunder and (ii) the execution
and delivery by each of the Guarantors of the Indenture and the performance by
each of the Guarantors of their obligations thereunder do not and will not
violate, conflict with or constitute a default under any agreement or instrument
to which the Company or any Guarantor or any of their respective properties is
subject, except for those agreements and instruments which have been identified
to us by the Company or any Guarantor as being material to it and which are
listed as exhibits to the Registration Statement.

     We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement. We also consent to the reference to this
firm under the caption "Legal Matters" in the Registration Statement. In giving
this consent, we do not thereby admit that we are included in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission.

                           Very truly yours,

                           /s/  Skadden, Arps, Slate, Meagher & Flom, LLP





<PAGE>

<TABLE>
<CAPTION>

                                   SCHEDULE A
                                   ----------

                          TABLE OF DELAWARE GUARANTORS


                                           STATE OR OTHER      PRIMARY STANDARD
                                           JURISDICTION OF       INDUSTRIAL        I.R.S. EMPLOYER
       EXACT NAME OF                       INCORPORATION       CLASSIFICATION       IDENTIFICATION
     DELAWARE GUARANTOR                    OR FORMATION          CODE NUMBER            NUMBER
     ------------------                    ------------        ----------------    ---------------
<S>                                           <C>                  <C>                 <C>
Alamosa Holdings, LLC*                        Delaware             4812                75-2900875

Alamosa PCS, Inc.*                            Delaware             4812                74-2938804

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

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

Southwest PCS Properties, LLC*                Delaware             4812                52-2303150

Southwest PCS Licenses, LLC*                  Delaware             4812                52-2303152

Alamosa Finance, LLC*                         Delaware             4812                74-2938804

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

Alamosa Delaware GP, LLC*                     Delaware             4812                74-2938804
</TABLE>

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

                                      A-1

<PAGE>

<TABLE>
<CAPTION>
                                   SCHEDULE B
                                   ----------

                        TABLE OF NON-DELAWARE GUARANTORS


                                         STATE OR OTHER   PRIMARY STANDARD
                                         JURISDICTION OF     INDUSTRIAL      I.R.S. EMPLOYER
          EXACT NAME OF                  INCORPORATION     CLASSIFICATION    IDENTIFICATION
      NON-DELAWARE GUARANTOR             OR FORMATION        CODE NUMBER         NUMBER
      ----------------------             --------------   ----------------   ---------------
<S>                                        <C>                  <C>            <C>
Alamosa Missouri, LLC*                     Missouri             4812           43-1827437

Alamosa Missouri Properties, LLC*          Missouri             4812           43-1860773

Washington Oregon Wireless, LLC*           Oregon               4812           93-1249029

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

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

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

Alamosa Wisconsin GP, LLC*                 Wisconsin            4812           74-2938804

Alamosa Wisconsin Limited Partnership*     Wisconsin            4812           74-2938839

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

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.


                                      A-2


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.23
<SEQUENCE>3
<FILENAME>file003.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.


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                                   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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          (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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          (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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          (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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          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>

                                                                       EXHIBIT A


                                    [Form of]

                            ASSIGNMENT AND ACCEPTANCE

         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 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 (the "Administrative Agent") and as
collateral agent. Terms defined in the Credit Agreement are used herein with the
same meanings.

         1. The undersigned assignor (the "Assignor"), hereby sells and assigns,
without recourse, to the undersigned assignee (the "Assignee"), and the Assignee
hereby purchases and assumes, without recourse, from the Assignor, effective as
of the Assignment Effective Date set forth below (but not prior to the
registration of the information contained herein in the Register pursuant to
Section 9.04 of the Credit Agreement), the interests set forth below (the
"Assigned Interest") in the Assignor's rights and obligations under the Credit
Agreement and the other Loan Documents, including, without limitation, the
amounts and percentages set forth below of (i) the Commitments of the Assignor
on the Assignment Effective Date, (ii) the Loans owing to the Assignor which are
outstanding on the Assignment Effective Date and (iii) participations in Letters
of Credit that are outstanding on the Assignment Effective Date. The Assignor
represents and warrants that it is the legal and beneficial owner of the
interests being assigned by it hereunder and that such interests are free and
clear of any Lien. From and after the Assignment Effective Date (i) the Assignee
shall (A) be a party to and be bound by the provisions of the Credit Agreement,
a copy of which has been received by the Assignee and (B) to the extent of the
interests assigned by this Assignment and Acceptance, have the rights and
obligations of a Lender thereunder and under the Loan Documents, and (ii) the
Assignor shall, to the extent of the interests assigned by this Assignment and
Acceptance, relinquish its rights and be released from its obligations under the
Credit Agreement.

         2. This Assignment and Acceptance is being delivered to the
Administrative Agent together with (i) if the Assignee is organized under the
laws of a jurisdiction outside the United States, the forms specified in Section
2.16(e) of the Credit Agreement, duly completed and executed by such Assignee,
(ii) if the Assignee is not already a Lender under the Credit Agreement, an
Administrative Questionnaire in the form satisfactory to the Administrative
Agent and (iii) a processing and recordation fee of $3,500.

         3. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.

Date of Assignment: ............................................................

Assignment Effective Date
   (such date to be at least 5 Business Days after Date of Assignment): ........

Legal Name of Assignor: ........................................................

Legal Name of Assignee: ........................................................

Assignee's Address for Notices: ................................................


<PAGE>


Facility/Commit-         Principal Amount        Percentage Assigned of
ment                     Assigned:               Applicable Facility/Commitment
                                                 (set forth, to at least 8
                                                 decimals, as a percentage of
                                                 the Facility and the aggregate
                                                 Commitments of all Lenders
                                                 thereunder):
Revolving                $                                                %
                          ----------------                    ------------
Term Loans               $                                                %
                          ----------------                    ------------


The terms set forth above are hereby agreed to:


[                 ], as Assignor,            CITICORP USA, INC.,
                                             as Administrative Agent,

by:                                          by:
   ---------------------------                  ---------------------------
   Name:                                        Name:
   Title:                                       Title:





[                 ], as Assignee,            ALAMOSA HOLDINGS, LLC,
                                             as Borrower,

by:                                          by:
   ---------------------------                  ---------------------------
   Name:                                        Name:
   Title:                                       Title:

<PAGE>

            [Letterhead of Skadden, Arps, Slate, Meagher & Flom, LLP]




                                                              March 30, 2001


Citicorp USA, Inc., as Administrative Agent
390 Greenwich Street
New York, NY  10013

and

The Lenders listed on Schedule A hereto
                      ----------

         Re: Alamosa Holdings, LLC Credit Agreement

Ladies and Gentlemen:

         We have acted as special counsel to Alamosa Holdings, LLC, a Delaware
limited liability company (the "Company"), Alamosa Holdings, Inc., a Delaware
corporation ("Superholdings"), Alamosa (Delaware), Inc., a Delaware corporation
("Alamosa Delaware"), Alamosa PCS Holdings, Inc., a Delaware corporation
("APCS"), the other subsidiaries of the Company listed on Schedule I hereto
(each a "Group I Subsidiary" and collectively, the "Group I Subsidiaries") and
the other subsidiaries of the Company listed on Schedule II hereto (each a
"Group II Subsidiary" and collectively, the "Group II Subsidiaries"), in
connection with the Amended and Restated Credit Agreement, dated as of March 30,
2001 (the "Amended Credit Agreement"), among the Company, Superholdings, Alamosa
Delaware, the parties identified on Schedule A hereto (the "Lenders"), Export
Development Corporation, as co-documentation agent for the Lenders (in such
capacity, the "Co-Documentation Agent"), First Union National Bank, as
documentation agent for the Lenders (in such capacity, the "Documentation
Agent"), Toronto Dominion (Texas), Inc., as syndication agent for the Lenders
(in such capacity, the "Syndication Agent"), and Citicorp USA, Inc., as
administrative agent and collateral agent for the Lenders (in such capacities,
the "Administrative Agent" and the "Collateral Agent", respectively).

         The Company, Superholdings, Alamosa Delaware, APCS, the Group I
Subsidiaries and the Group II Subsidiaries are referred to herein individually
as a

<PAGE>


Citicorp USA, Inc.
March 30, 2001
Page 2

"Loan Party" and collectively as the "Loan Parties." The Subsidiaries listed on
Schedule IIA hereto are referred to individually herein as a "Southwest Loan
Party" and collectively as the "Southwest Loan Parties." The Group I
Subsidiaries and the Group II Subsidiaries are referred to herein individually
as a "Subsidiary Guarantor" and collectively as the "Subsidiary Guarantors." The
Company and each Southwest Loan Party (other than Southwest PCS Properties, LLC
and Southwest PCS Licenses, LLC) are referred to in paragraphs 13 and 14 hereof
individually as a "Pledgor" and collectively as the "Pledgors".

         This opinion is being delivered pursuant to Section 4.01(b) of the
Amended Credit Agreement.

         In rendering the opinions set forth herein, we have examined and relied
on originals or copies of the following:

         (a) the Amended Credit Agreement;

         (b) the Amended and Restated Guarantee Agreement, dated as of March 30,
2001 (the "Amended Guarantee"), among Superholdings, Alamosa Delaware, APCS, the
Subsidiary Guarantors and the Collateral Agent;

         (c) the Security Agreement, dated as of February 14, 2001 (the
"Original Security Agreement"), executed by Alamosa Delaware, the Company and
each of the Subsidiary Guarantors in favor of the Collateral Agent for the
benefit of the Secured Parties, as amended and restated as of March 30, 2001 (as
amended and restated, the "Amended Security Agreement");

         (d) the Pledge Agreement, dated as of February 14, 2001 (the "Original
Pledge Agreement"), executed by Alamosa Delaware, the Company and each of the
Subsidiary Guarantors in favor of the Collateral Agent for the benefit of the
Secured Parties, as amended and restated as of March 30, 2001 (as amended and
restated, the "Amended Pledge Agreement");

         (e) the Indemnity, Contribution and Subordination Agreement, dated as
of March 30, 2001 (the "Amended Contribution Agreement"), among each of the Loan
Parties and the Collateral Agent;



<PAGE>

Citicorp USA, Inc.
March 30, 2001
Page 3

         (f) unfiled, but signed copies of financing statements naming each of
the Southwest Loan Parties, as debtor, and Citicorp USA, Inc., as collateral
agent, as secured party, which we understand will be filed within ten (10) days
of the transfer of the security interest in the filing offices listed on
Schedule III hereto (such filing offices, the "Filing Offices" and such
financing statements, the "Financing State ments");

         (g) the certificate of the Loan Parties, dated the date hereof,
executed by an officer of the Company, a copy of which is attached as Exhibit A
hereto (the "Opinion Certificate");

         (h) certified copies of the Certificate of Incorporation, Certificate
of Formation, By-laws or Limited Liability Company Agreements, as applicable, of
each of the Company, Superholdings, APCS, Alamosa Delaware and each Group I
Subsidiary;

         (i) certified copies of the resolutions of the Board of Directors or
Manager of each of the Company, Superholdings, APCS, Alamosa Delaware and each
Group I Subsidiary;

         (j) certificates, dated on or about March 26, 2001, from the Secretary
of State of the State of Delaware as to the existence and good standing in the
State of Delaware of the Company, Superholdings, APCS, Alamosa Delaware and each
of the Group I Subsidiaries;

         (k) our opinion, dated as of February 14, 2001 (the "Original Opin
ion"), delivered to you pursuant to Section 4.01(b) of the Credit Agreement,
dated as of February 14, 2001 (the "Original Credit Agreement"), among the
Company, Superholdings, Alamosa Delaware, the Lenders, the Syndication Agent,
the Docu mentation Agent, the Co-Documentation Agent, the Administrative Agent
and the Collateral Agent; and

         (l) such other documents as we have deemed necessary or appropriate as
a basis for the opinions set forth below.

         In our examination we have assumed the genuineness of all signatures
including endorsements, the legal capacity of natural persons, the authenticity
of all

<PAGE>


Citicorp USA, Inc.
March 30, 2001
Page 4

documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such copies. As to any facts material to this
opinion which we did not independently establish or verify, we have relied upon
statements and representa tions of the Loan Parties and their respective
officers and other representatives and of public officials, including the facts
and conclusions set forth therein.

         We express no opinion as to the laws of any jurisdiction other than (i)
the Applicable Laws of the State of New York, (ii) the Applicable Laws of the
United States of America, (iii) the General Corporation Law of the State of Dela
ware, (iv) the Limited Liability Company Act of the State of Delaware and (v)
with respect to the security interest opinions set forth in paragraphs 9, 10,
11, 12, 13 and 14 of the UCC.

         Capitalized terms used herein and not otherwise defined herein shall
have the same meanings herein as ascribed thereto in the Amended Credit Agree
ment. "Loan Documents" shall mean the items listed in (a) through (e) above.
"Applicable Contracts" shall mean those agreements or instruments set forth on
Schedule 2 to the Opinion Certificate which the Company has certified to us as
all the agreements and instruments which are material to the business or
financial condition of the Loan Parties, taken as a whole. "Applicable Laws"
shall mean those laws, rules and regulations which, in our experience, are
normally applicable to transactions of the type contemplated by the Loan
Documents, without our having made any special investigation as to the
applicability of any specific law, rule or regulation, and which are not the
subject of a specific opinion herein referring expressly to a particular law or
laws; provided that we express no opinion regarding the Communications Act of
1934, as amended. "Governmental Approval" means any consent, approval, license,
authorization or validation of, or filing, recording or registration with, any
governmental authority pursuant to the Applicable Laws of the State of New York,
the General Corporation Law of the State of Delaware, the Limited Liability
Company Act of the State of Delaware and the Applicable Laws of the United
States of America. "Applicable Orders" means those orders or decrees of
governmental authorities identified on Schedule 3 to the Opinion Certificate.

         Unless otherwise indicated, references to the "UCC" shall mean (i) with
respect to the validity of the security interest, the Uniform Commercial Code as
in effect on the date hereof in the State of New York and (ii) with respect to
the

<PAGE>


Citicorp USA, Inc.
March 30, 2001
Page 5

perfection and the effect of perfection or non-perfection of the security
interest, (a) the Uniform Commercial Code as in effect on the date hereof in the
State of Delaware or the State of Texas and (b) solely with respect to
paragraphs 9 and 10 hereof, the Uniform Commercial Code as in effect on the date
hereof in the State of Califor nia, the State of Delaware or the State of Texas.
References to "Applicable States" shall mean (a) the States of New York,
Delaware and Texas and (b) solely with respect to paragraphs 9 and 10 hereof,
the States of New York, California, Delaware and Texas

         Based upon the foregoing and subject to the limitations, qualifica
tions, exceptions and assumptions set forth herein, we are of the opinion that:

         1. Based solely upon our review of the certificates described in clause
(j) above, each of the Company, Superholdings, APCS, Alamosa Delaware and each
Group I Subsidiary is validly existing and in good standing under the laws of
the State of Delaware.

         2. Each of the Company, Superholdings, APCS, Alamosa Delaware and each
Group I Subsidiary has the corporate or limited liability company power and
authority to execute, deliver and perform all of its obligations under each of
the Loan Documents to which it is a party under the laws of the State of
Delaware. The execution and delivery of each of the Loan Documents and the
consummation by the Company, Superholdings, APCS, Alamosa Delaware and each
Group I Subsidiary of the transactions contemplated thereby have been duly
authorized by all requisite corporate or limited liability company action on the
part of the Company, Superholdings, APCS, Alamosa Delaware and each Group I
Subsidiary under the laws of the State of Delaware. Each of the Loan Documents
has been duly executed and delivered by the Company, Superholdings, APCS,
Alamosa Delaware and each of the Group I Subsidiaries under the General
Corporation Law of the State of Delaware or the Limited Liability Company Act of
the State of Delaware.

         3. Each of the Loan Documents constitutes the valid and binding
obligation of each Loan Party thereto enforceable against such Loan Party in
accordance with its terms under the laws of the State of New York.


<PAGE>


Citicorp USA, Inc.
March 30, 2001
Page 6

         4. The execution and delivery by the Company, Superholdings, APCS,
Alamosa Delaware and each of the Group I Subsidiaries of each of the Loan
Documents and the performance by the Company, Superholdings, APCS, Alamosa
Delaware and each of the Group I Subsidiaries of its obligations under each of
the Loan Documents, each in accordance with its terms, do not conflict with the
Certificate of Incorporation, Operating Agreement or By-laws of the Company,
Superholdings, APCS, Alamosa Delaware or such Group I Subsidiary.

         5. The execution and delivery by each of the Loan Parties of each of
the Loan Documents to which it is a party and the performance by each of the
Loan Parties of its obligations under each of the Loan Documents to which it is
a party, each in accordance with its terms, do not (i) constitute a violation
of, or a default under, any Applicable Contracts or (ii) cause the creation of
any security interest or lien upon any of the property of each of the Loan
Parties pursuant to any Applicable Contracts. We call to your attention that
certain of the Applicable Contracts are governed by laws other than those as to
which we express our opinion. We express no opinion as to the effect of such
other laws on the opinions herein stated.

         We call to your attention that in giving our opinion in paragraph 5 we
have taken into account various provisions of the Loan Documents including those
contained in Section 9.15 of the Amended Credit Agreement.

         6. Neither the execution, delivery or performance by each of the Loan
Parties of the Loan Documents to which it is a party nor the compliance by each
of the Loan Parties with the terms and provisions thereof will contravene any
provision of any Applicable Law of the State of New York, the General
Corporation Law of the State of Delaware, the Limited Liability Company Act of
the State of Delaware or any Applicable Law of the United States of America.

         7. Except as set forth Schedule V hereto, no Governmental Approval,
which has not been obtained or taken and is not in full force and effect, is
required to authorize, or is required in connection with, the execution or
delivery of any of the Loan Documents by any Loan Party of any of the Loan
Documents to which it is a party.

         8. Neither the execution, delivery or performance by any Loan Party of
its obligations under the Loan Documents to which it is a party nor compliance
by


<PAGE>


Citicorp USA, Inc.
March 30, 2001
Page 7

such Loan Party with the terms thereof will contravene any Applicable Order
against such Loan Party.

         9. The amendments to the Original Security Agreement as set forth in
the Amended Security Agreement do not, of themselves, adversely affect the
validity or perfection of the security interest of the Collateral Agent for the
benefit of the Secured Parties in the UCC Collateral (as defined in our Original
Opinion) and after giving effect to such amendments, the security interest of
the Collateral Agent for the benefit of the Secured Parties in the UCC
Collateral will be a valid and perfected security interest to the same extent to
which it would otherwise have been entitled immediately prior to giving effect
thereto.

         10. The amendments to the Original Pledge Agreement as set forth in the
Amended Pledge Agreement do not, of themselves, adversely affect the validity or
perfection of the security interest of the Collateral Agent for the benefit of
the Secured Parties in the Instruments or Pledged Securities (each as defined in
our Original Opinion) and after giving effect to such amendments, the security
interest of the Collateral Agent for the benefit of the Secured Parties in the
Instruments or the Pledged Securities will be a valid and perfected security
interest to the same extent to which it would otherwise have been entitled
immediately prior to giving effect thereto.

         Our opinions in paragraphs 9 and 10 above with respect to the security
interest of the Collateral Agent for the benefit of the Secured Parties in the
UCC Collateral, the Instruments and the Pledged Securities is subject to the
following qualifications:

         (a) our security interest opinions with respect to the interest of the
Collateral Agent for the benefit of the Secured Parties are limited to Article 8
and Article 9 of the UCC, and such opinions do not address (i) laws of
jurisdictions other than the Applicable States, and of the Applicable States
except for Article 8 and Article 9 of the UCC, (ii) collateral of a type not
subject to Article 8 and Article 9 of the UCC, and (iii) what law governs
perfection of the security interests granted in the collateral covered by this
opinion.

         (b) we have assumed that neither the Original Security Agreement or the
Original Pledge Agreement has been amended, modified or supplemented and no



<PAGE>


Citicorp USA, Inc.
March 30, 2001
Page 8

rights pursuant thereto have been released, waived or modified by any actions of
the parties thereto subsequent to the date of our Original Opinion other than as
amended by the Amended Security Agreement and the Amended Pledge Agreement;

         (c) we have assumed that all actions specified, assumed or relied upon
in the Original Opinion have been taken and that all of the facts and conditions
specified, assumed or relied upon in the Original Opinion remain correct; and

         (d) we have assumed that the Collateral Agent was at all times acting
in good faith and without notice of any adverse claims with respect to the
Instruments and the Pledged Securities and that the Instruments and the Pledged
Securities are, have been and will be at all times in the continuous possession
of the Collateral Agent in the State of New York.

         (e) We call to your attention that the American Law Institute and the
National Conference of Commissioners on Uniform State Laws have approved a
revised version of Article 9 of the Uniform Commercial Code with conforming
amendments to other articles of the Uniform Commercial Code ("Revised Article
9"). Revised Article 9 would change in certain respects the manner in which
security interests are created and perfected as well as in many cases the law
governing perfection or priority of the security interest. A version of Revised
Article 9 has been introduced in New York. The opinions set forth herein are
based solely on the laws and regulations in effect on the date hereof and we
express no opinion as to the effect of Revised Article 9 on the validity,
perfection or priority of the security interest.

         (f) We call to your attention that Delaware and Texas has now enacted a
version of the 1999 Official Text of Article 9 of the Uniform Commercial Code
("Official Revised Article 9"). Official Revised Article 9 changes in certain
respects the manner in which security interests are created and perfected as
well as the law governing perfection and priority of many security interests.
Official Revised Article 9 is not yet effective and the opinions expressed
herein are based solely on the laws and regulations in effect on the date hereof
and we express no opinion as to the effect of Official Revised Article 9 on the
validity, perfection or priority of the security interest.




<PAGE>


Citicorp USA, Inc.
March 30, 2001
Page 9

         11. The provisions of the Amended Security Agreement are effective to
create in favor of the Collateral Agent for the benefit of the Secured Parties a
valid security interest in that portion of the Southwest Collateral (as defined
in the Amended Security Agreement) subject to Article 9 of the UCC (the
"Southwest UCC Collateral"). Such security interest will secure the prompt and
complete payment and performance when due of the Southwest Obligations and the
General Obligations (each as defined in the Amended Security Agreement). We
express no opinion whether or to what extent any particular item of Collateral
(as defined in the Amended Security Agreement) constitutes Southwest Collateral.

         12. The Financing Statements are in appropriate form for filing in each
of the Filing Offices. With respect to that portion of the Southwest UCC
Collateral as to which the filing of a financing statement is a permissible
method of perfection (the "Southwest UCC Filing Collateral"), the security
interest in favor of the Collateral Agent for the benefit of the Secured Parties
in that portion of the Southwest UCC Filing Collateral which is described in the
Financing Statements will be perfected upon filing of the Financing Statements
in the respective Filing Offices.

         Our opinions in paragraphs 11 and 12 with respect to the security
interest of the Collateral Agent for the benefit of the Secured Parties are
subject to the following qualifications:

         (a) We have assumed that each Southwest Loan Party owns, or with
respect to after-acquired property will own, the Southwest UCC Collateral, and
we express no opinion as to the nature or extent of such Southwest Loan Party's
rights in, or title to, any of the Southwest UCC Collateral and we note that
with respect to any after-acquired property, the security interest will not
attach until such Southwest Loan Party acquires ownership thereof.

         (b) Our opinions with respect to the interest of the Collateral Agent
for the benefit of the Secured Parties are limited to Article 9 of the UCC, and
such opinions do not address (i) laws of jurisdictions other than the Applicable
States and of the Applicable States except for Article 9 of the UCC, (ii)
collateral of a type not subject to Article 9 of the UCC, including any and all
deposit accounts, and (iii) what law governs perfection or priority of the
security interests granted in the collateral covered by this opinion.




<PAGE>


Citicorp USA, Inc.
March 30, 2001
Page 10

         (c) We have assumed that there are no agreements between any of the
Southwest Loan Parties and any account debtor prohibiting, restricting or
conditioning the assignment of any portion of the Southwest UCC Collateral
except for the Southwest UCC Collateral constituting either accounts or general
intangibles for money due as to which we make no such assumption.

         (d) We express no opinion with respect to the priority of the security
interest of the Collateral Agent for the benefit of the Secured Parties in any
of the Southwest UCC Collateral.

         (e) In the case of chattel paper, accounts or general intangibles, we
call to your attention that the security interest of the Collateral Agent for
the benefit of the Secured Parties may be subject to the rights of account
debtors, claims and defenses of account debtors and the terms of agreements with
account debtors.

         (f) We express no opinion with respect to any portion of the Southwest
UCC Collateral consisting of "investment property" (as defined in Section
9-115(1)(f) of the UCC).

         (g) In the case of goods, we express no opinion regarding the security
interest of the Collateral Agent for the benefit of the Secured Parties in any
goods which are (i) an accession to, or commingled or processed with other goods
to the extent that the security interest of the Collateral Agent for the benefit
of the Secured Parties is limited by Section 9-314 or 9-315 of the UCC or (ii)
subject to a certificate of title or a document of title.

         (h) We express no opinion regarding the security interest of the
Collateral Agent for the benefit of the Secured Parties in any copyrights,
patents, trademarks, service marks or other intellectual property, the proceeds
thereof or money due with respect to the lease, license or use thereof except to
the extent Article 9 of the UCC may be applicable to the foregoing and, without
limiting the generality of the foregoing, we express no opinion as to the effect
of any federal laws relating to copyrights, patents, trademarks, service marks
or other intellectual property on the opinions expressed herein.

         (i) We express no opinion regarding the security interest of the
Collateral Agent for the benefit of the Secured Parties in any items which are
subject


<PAGE>


Citicorp USA, Inc.
March 30, 2001
Page 11

to a statute, regulation or treaty of the United States of America which
provides for a national or international registration or a national or
international certificate of title for the perfection of a security interest
therein or which specifies a place of filing different from the place specified
in the UCC for filing to perfect such security interest.

         (j) We express no opinion regarding the security interest of the
Collateral Agent for the benefit of the Secured Parties in any of the Southwest
UCC Collateral consisting of claims against any government or governmental
agency (including without limitation the United States of America or any state
thereof or any agency or department of the United States of America or any state
thereof).

         (k) In the case of any instruments, chattel paper, account or general
intangible which is itself secured by other property, we express no opinion with
respect to the Collateral Agent for the benefit of the Secured Parties' rights
in and to such underlying property.

         (l) We express no opinion with respect to the security interest in any
of the Southwest UCC Collateral consisting of goods which are or are to become
fixtures, equipment used in farming operations, or farm products, or accounts or
general intangibles arising from or relating to the sale of farm products by a
farmer, consumer goods, crops growing or to be grown, timber to be cut or
minerals or the like (including oil and gas), accounts subject to subsection 5
of Section 9-103 of the UCC, an ownership interest evidenced by certificates of
stock or other instruments and a leasehold evidenced by a proprietary lease, or
either of the foregoing, from a corporation or partnership formed for the
purpose of cooperative ownership of real estate.

         (m) Our opinion with respect to proceeds is subject to the limitations
set forth in Section 9-306 of the UCC and, in addition, we call to your
attention that in the case of certain types of proceeds other parties such as
holders in due course, protected purchasers and buyers in the ordinary course of
business may acquire a superior interest or may take their interest free of the
security interest of the Collateral Agent for the benefit of the Secured
Parties.

         (n) We call to your attention that in the case of license or permits
issued by governmental authorities, the applicable Southwest Loan Party may not


<PAGE>


Citicorp USA, Inc.
March 30, 2001
Page 12

have sufficient rights therein for the security interest of the Collateral Agent
for the benefit of the Secured Parties to attach and even if such Southwest Loan
Party has sufficient rights for the security interest to attach, exercise of
remedies may be limited by the terms of the license or permit or require the
consent of the governmental authorities issuing such license or permit. We have
assumed that to the extent the terms of licenses or permits (or any laws or
regulations applicable thereto) prohibit or condition the transfer of any
licenses or permits, consent to the transfer under the Amended Security
Agreement has been obtained.

         (o) We call to your attention that the American Law Institute and the
National Conference of Commissioners on Uniform State Laws have approved a
revised version of Article 9 of the Uniform Commercial Code with conforming
amendments to other articles of the Uniform Commercial Code ("Revised Article
9"). Revised Article 9 would change in certain respects the manner in which
security interests are created and perfected as well as in many cases the law
governing perfection or priority of the security interest. A version of Revised
Article 9 has been introduced in New York. The opinions set forth herein are
based solely on the laws and regulations in effect on the date hereof and we
express no opinion as to the effect of Revised Article 9 on the validity,
perfection or priority of the security interest.

         (p) We call to your attention that Delaware and Texas have now enacted
a version of the 1999 Official Text of Article 9 of the Uniform Commercial Code
("Official Revised Article 9"). Official Revised Article 9 changes in certain
respects the manner in which security interests are created and perfected as
well as the law governing perfection and priority of many security interests.
Official Revised Article 9 is not yet effective and the opinions expressed
herein are based solely on the laws and regulations in effect on the date hereof
and we express no opinion as to the effect of Official Revised Article 9 on the
validity, perfection or priority of the security interest.

         13. The provisions of the Amended Pledge Agreement are effective to
create in favor of the Collateral Agent for the benefit of the Secured Parties a
valid security interest in the applicable Pledgor's rights in the certificates
identified on Schedule IV hereto (the "Southwest Pledged Securities"). Such
security interest will secure the Southwest Obligations and the General
Obligations (each as defined in the Amended Pledge Agreement). We express no
opinion whether or to what extent any


<PAGE>


Citicorp USA, Inc.
March 30, 2001
Page 13


particular item of Collateral (as defined in the Amended Pledge Agreement)
constitutes Southwest Collateral.

         14. Upon delivery of the Pledged Securities to the Collateral Agent for
the benefit of the Secured Parties in the State of New York, the security
interest of the Collateral Agent for the benefit of the Secured Parties in the
Southwest Pledged Securities will be perfected. No interest of any other
creditor of any Pledgor is equal or prior to the security interest of the
Collateral Agent for the benefit of the Secured Parties in the Southwest Pledged
Securities.

         Our opinions in paragraphs 13 and 14 above with respect to the security
interest of the Collateral Agent for the benefit of the Secured Parties in the
Southwest Pledged Securities are subject to the following qualifications:

         (a) We have assumed that each Pledgor owns, or with respect to after-
acquired property will own, the Southwest Pledged Securities, and we express no
opinion as to the nature or extent of such Pledgor's rights in, or title to, any
of the Southwest Pledged Securities and we note that with respect to any
after-acquired property, the security interest will not attach until such
Pledgor acquires ownership thereof.

         (b) Our opinions with respect to the interest of the Collateral Agent
for the benefit of the Secured Parties in the Southwest Pledged Securities are
limited to Article 8 and Article 9 of the UCC, and such opinions do not address
(i) laws of jurisdictions other than New York, and of New York except for
Article 8 and Article 9 of the UCC, (ii) collateral of a type not subject to
Article 8 and Article 9 of the UCC, and (iii) what law governs perfection or
priority of the security interests granted in the Southwest Pledged Securities
covered by this opinion.

         (c) We express no opinion with respect to proceeds of the Southwest
Pledged Securities.

         (d) We call to your attention that the right of the Collateral Agent to
become a partner or a member of a limited liability company or partnership may
be limited by applicable law and the terms of the limited liability company
agreement or partnership agreement pursuant to which the limited liability
company or partnership was formed, as amended from time to time, and that the
only remedy may


<PAGE>


Citicorp USA, Inc.
March 30, 2001
Page 14

be the right to receive distributions to which the applicable Loan Party is
otherwise entitled pursuant to the limited liability company agreement or
partnership agreement.

         (e) We express no opinion with respect to the priority of the security
interest of the Collateral Agent for the benefit of the Secured Parties in the
Southwest Pledged Securities pursuant to Section 9-301(4) of the UCC against a
lien creditor to the extent that provision limits the priority afforded future
advances.

         (f) We have assumed that each of the Collateral Agent and the Secured
Parties acquired its interest in the Southwest Pledged Securities for value and
that neither the Collateral Agent nor any of the Secured Parties has notice on
or prior to the date hereof or the date of delivery of the Southwest Pledged
Securities of an adverse claim with respect to the Southwest Pledged Securities.

         (g) We have assumed that each of the Southwest Pledged Securities is
registered in the name of the Collateral Agent for the benefit of the Secured
Parties or is indorsed by an effective indorsement to the Collateral Agent for
the benefit of the Secured Parties or is indorsed in blank.

         (h) We have assumed that to the extent the terms of licenses or permits
(or any laws or regulations applicable thereto) prohibit or condition the
transfer of any Southwest Pledged Securities, consent to the transfer under the
Amended Pledge Agreement has been obtained.

         (i) We call to your attention that the American Law Institute and the
National Conference of Commissioners on Uniform State Laws have approved a
revised version of Article 9 of the Uniform Commercial Code with conforming
amendments to other articles of the Uniform Commercial Code ("Revised Article
9"). Revised Article 9 would change in certain respects the manner in which
security interests are created and perfected as well as in many cases the law
governing perfection or priority of the security interest. A version of Revised
Article 9 has been introduced in New York. The opinions set forth herein are
based solely on the laws and regulations in effect on the date hereof and we
express no opinion as to the effect of Revised Article 9 on the validity,
perfection or priority of the security interest.




<PAGE>


Citicorp USA, Inc.
March 30, 2001
Page 15

         15. Neither the execution, delivery or performance by any of the Loan
Parties of the Loan Documents to which it is party nor the compliance by any
such Loan Party with the terms and provisions thereof will violate any provision
of (a) the Investment Company Act of 1940, as amended or (b) the Public Utility
Holding Company Act of 1935, as amended.

         Our opinions are subject to the following assumptions and
qualifications:

         (a) enforcement may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors' rights
generally and by general principles of equity (regardless of whether enforcement
is sought in equity or at law);

         (b) we have assumed that each of the Loan Documents constitutes the
valid and binding obligation of each party to such Loan Document (other than the
Loan Parties) enforceable against such other party in accordance with its terms;

         (c) we express no opinion as to the effect on the opinions expressed
herein of (i) the compliance or non-compliance of any party (other than the Loan
Parties) to the Loan Documents with any state, federal or other laws or
regulations applicable to it or (ii) the legal or regulatory status or the
nature of the business of any party (other than the Loan Parties) to the Loan
Documents;

         (d) we express no opinion as to the enforceability of any rights to
contribution or indemnification provided for in the Loan Documents which are
violative of the public policy underlying any law, rule or regulation (including
any federal or state securities law, rule or regulation);

         (e) we express no opinion as to the applicability or effect of any
fraudulent transfer or similar law on the Loan Documents or any transactions
contemplated thereby;

         (f) certain of the remedial provisions with respect to the security
including waivers with respect to the exercise of remedies against the
collateral contained in the Amended Security Agreement and the Amended Pledge
Agreement (collectively, the "Collateral Agreements") may be unenforceable in
whole or in part,


<PAGE>


Citicorp USA, Inc.
March 30, 2001
Page 16

but the inclusion of such provisions does not affect the validity of the
Collateral Agreements, taken as a whole, and the Collateral Agreements, taken as
a whole, together with applicable law, contains adequate provisions for the
practical realization of the benefits of the security;

         (g) we express no opinion with respect to any provision of the Amended
Credit Agreement to the extent it authorizes or permits any purchaser of a
participation interest to set-off or apply any deposit, property or indebtedness
with respect to any participation interest; and

         (h) we call to your attention that: (i) our Original Opinion contained
qualifications and that such qualifications continue to be effective with
respect to this opinion and that the Original Opinion was effective only as of
the date thereof and (ii) except as expressly set forth in this opinion, such
effectiveness is not brought forward by the delivery of this opinion.

         In rendering the foregoing opinions, we have assumed, with your
consent, that:

         (a) each of the Group II Subsidiaries is validly existing and in good
standing as a limited partnership or limited liability company under the laws of
the States of Texas, Wisconsin, Missouri, Oregon and Oklahoma;

         (b) each of the Group II Subsidiaries has the power and authority to
execute, deliver and perform all of its obligations under each of the Loan
Documents to which it is a party and the execution and delivery of each of the
Loan Documents and the consummation by each of the Group II Subsidiaries of the
transactions contemplated thereby have been duly authorized by all requisite
action on the part of each of the Group II Subsidiaries. Each of the Loan
Documents to which it is a party has been duly authorized, executed and
delivered by each of the Group II Subsidiaries;

         (c) the execution, delivery and performance by each of the Group II
Subsidiaries of any of its obligations under Loan Documents to which it is a
party does not and will not conflict with, contravene, violate or constitute a
default under the certificate of formation, certificate of limited partnership,
operating agreement or partnership agreement of such Group II Subsidiary;


<PAGE>


Citicorp USA, Inc.
March 30, 2001
Page 17

         (d) the execution, delivery and performance by each of the Loan Parties
of any of its obligations under the Loan Documents to which it is a party does
not and will not conflict with, contravene, violate or constitute a default
under (i) any lease, indenture, instrument or other agreement to which it or its
property is subject (other than the Applicable Contracts as to which we express
our opinion in paragraph 5 herein), (ii) any rule, law or regulation to which it
is subject (other than Applicable Laws of the State of New York and Applicable
Laws of the United States of America as to which we express our opinion in
paragraph 6 herein), or (iii) any judicial or administrative order or decree of
any governmental authority (other than Applicable Orders as to which we express
our opinion in paragraph 8 herein); and

         (e) no authorization, consent or other approval of, notice to or filing
with any court, governmental authority or regulatory body (other than
Governmental Approvals as to which we express our opinion in paragraph 7 herein
and the Financing Statements as to which we express our opinion in paragraph 11
herein is required to authorize or is required in connection with the execution,
delivery or performance by the any of the Loan Parties of any Loan Documents to
which it is a party or the transactions contemplated thereby.

         We understand that you are separately receiving an opinion, with
respect to certain of the foregoing assumptions from each of the counsel listed
on Schedule VI hereto and we are advised that such opinions contain
qualifications. Our opinions herein stated are based on the assumptions
specified above and we express no opinion as to the effect on the opinions
herein stated of the qualifications contained in such other opinions.

         This opinion is being furnished only to you in connection with the Loan
Documents and is solely for your benefit and is not to be used, circulated,
quoted or otherwise referred to for any other purpose or relied upon by any
other person for any purpose without our prior written consent; provided, that
each assignee of a Lender that hereafter becomes a "Lender" under the Amended
Credit Agreement pursuant to Section 9.04 thereof may rely on this opinion with
the same effect as if it were originally addressed to such assignee.


<PAGE>


Citicorp USA, Inc.
March 30, 2001
Page 18

                                                     Very truly yours,



<PAGE>

                               Schedule A: Lenders


Salomon Smith Barney Inc.
Export Development Corporation
Toronto Dominion (Texas), Inc.
First Union National Bank
The Bank of Nova Scotia
Fortis Capital Corporation
Westdeutsche Landesbank Girozentral
Societe Generale
General Electric Capital Corporation
CoBank, ACB
Franklin Templeton
IBM Credit Corporation
Oppenheimer Senior Floating Rate Fund





<PAGE>



                        Schedule I: Group I Subsidiaries


Alamosa PCS, Inc., a Delaware corporation
Alamosa Delaware GP, LLC, a Delaware limited liability company
Alamosa Finance, LLC, a Delaware limited liability company
Alamosa Limited, LLC, a Delaware limited liability company
Washington Oregon Wireless Properties, LLP, a Delaware limited liability company
Washington Oregon Wireless Licenses, LLP, a Delaware limited liability company
Southwest PCS Properties, LLC, a Delaware limited liability company
Southwest PCS Licenses, LLC, a Delaware limited liability company




<PAGE>



                       Schedule II: Group II Subsidiaries


Texas Telecommunications, LP, a Texas limited partnership
Alamosa Properties, LP, a Texas limited partnership
Alamosa Wisconsin Limited Partnership, a Wisconsin limited partnership
Alamosa Wisconsin GP, LLC, a Wisconsin limited liability company
Alamosa (Wisconsin) Properties, LLC, a Wisconsin limited liability company
Roberts Wireless Communications L.L.C., a Missouri limited liability company
Roberts Wireless Properties L.L.C., a Missouri limited liability company
Washington Oregon Wireless, LLC, an Oregon limited liability company
Southwest PCS, L.P., an Oklahoma limited partnership
SWGP, L.L.C., an Oklahoma limited liability company
SWLP, L.L.C., an Oklahoma limited liability company




<PAGE>



                      Schedule IIA: Southwest Loan Parties


Southwest PCS, L.P., an Oklahoma limited partnership
SWGP, L.L.C., an Oklahoma limited liability company
SWLP, L.L.C., an Oklahoma limited liability company
Southwest PCS Properties, L.L.C., a Delaware limited liability company
Southwest PCS Licenses, L.L.C., a Delaware limited liability company




<PAGE>



                          Schedule III: Filing Offices

                            Texas Secretary of State
                           Delaware Secretary of State




<PAGE>



                         Schedule IV:Pledged Securities


--------------------------------------------------------------------------------
                                             PERCENTAGE     NUMBER   CERTIFICATE
     ISSUER                  PLEDGOR         OF SHARES    OF SHARES    NUMBER
--------------------------------------------------------------------------------
Southwest PCS, L.P.   SWGP, L.L.C               1%           N/A         1
                      SWLP, L.L.C.              99%          N/A         2
--------------------------------------------------------------------------------
SWGP, L.L.C.          Alamosa Holdings LLC      100%         N/A         1
--------------------------------------------------------------------------------
SWLP, L.L.C.          Alamosa Holdings LLC      100%         N/A         1
--------------------------------------------------------------------------------
Southwest PCS         Southwest PCS, L.P.       100%         N/A         1
Properties, LLC
--------------------------------------------------------------------------------
Southwest PCS         Southwest PCS, L.P.       100%         N/A         1
Licenses, LLC
--------------------------------------------------------------------------------





<PAGE>





                       Schedule V: Governmental Approvals

                                      None




<PAGE>


                           Schedule VI: Other Counsel

Crenshaw, Dupree and Milam, LLP
Axley Brynelson, LLP
Duncan, Tiger, Tabor & Niegel
Armstrong Teasdale LLP
Fob Jones
Bassett Law Firm
Adams & Jones




<PAGE>

                                                                       Exhibit A

                               Opinion Certificate

                  I, David E. Sharbutt, am the President of Alamosa Holdings,
Inc., a Delaware corporation (the "Company"). I understand that Skadden, Arps,
Slate, Meagher & Flom LLP ("SASM&F") is rendering an opinion dated March 30,
2001 (the "Opinion") to Citicorp USA, Inc. and each of the parties set forth on
Schedule A attached to the Opinion pursuant to Section 4.01(b) of the Amended
and Restated Credit Agreement, dated as of March 30, 2001 (the "Amended Credit
Agreement"), among the Company, Alamosa (Delaware), Inc., a Delaware
corporation, Alamosa Holdings, LLC, a Delaware limited liability company, the
parties identified on Schedule A to the Opinion (the "Lenders"), Citicorp USA,
Inc., as administrative agent and collateral agent for the Lenders and certain
other agents for the Lenders named therein.

                  Capitalized terms used herein but not otherwise defined shall
have the meanings set forth in the Opinion. I further understand that SASM&F is
relying on this opinion certificate and the statements made herein in rendering
such Opinion.

                  With regard to the foregoing, on behalf of each of the Loan
Parties, I certify that:

                  1. Due inquiry has been made of all persons deemed necessary
or appropriate to verify or confirm the statements contained herein.

                  2. SASM&F may rely upon the representations and warranties as
to factual matters that the Loan Parties have made in the Amended Credit
Agreement and the documents related thereto, including, without limitation, the
Amended and Restated Security Agreement, dated as of March 30, 2001 (the
"Amended Security Agreement") and the Amended and Restated Pledge Agreement,
dated as of March 30, 2001 (the "Amended Pledge Agreement"), each executed by
each of the Loan Parties in favor of Citicorp USA, Inc., as collateral agent for
the benefit of the Lenders. The undersigned has made a careful review of the
representations and warranties of each of the Loan Parties contained in such
agreements and hereby confirms, to the best of his knowledge and belief, that
such representations and warranties are true, correct and complete on and as of
the date of this Certificate.

                  3. Set forth on Schedule 2 is a true and complete list of all
Applicable Orders with respect to the Loan Parties, which constitute all of the
orders, judgments or decrees against the applicable party.


                                       A-1

<PAGE>


                  4. Set forth on Schedule 2 is a true and correct list of all
the agreements or instruments which are material to the business or financial
condition of the Loan Parties, taken as a whole.

                  5. Less than 25 percent of the assets of the Company and the
other Loan Parties on a consolidated basis and on an unconsolidated basis
consists of margin stock (as such term is defined in Regulation U of the Board
of Governors of the Federal Reserve System).

                  6. Each of the Loan Parties (a) is primarily engaged, directly
or through a wholly-owned subsidiary or subsidiaries, in a business or
businesses other than that of investing, reinvesting, owning, holding or trading
in securities, (b) is not engaged and does not propose to engage in the business
of issuing face-amount certificates of the installment type, and has not been
engaged in such business and does not have any such certificate outstanding, and
(c) is not engaged and does not propose to engage in the business of investing,
reinvesting, owning, holding or trading in securities, and does not own or
propose to acquire investment securities (as defined in Section 3(a) of the
Investment Company Act of 1940, as amended) having a value exceeding 40 percent
of the value of each of the Loan Parties' total assets (exclusive of government
securities and cash items) on an unconsolidated basis.

                  7. None of the Loan Parties owns or operates facilities used
for the generation, transmission or distribution of electric energy for sale
("electric utility facilities").

                  8. None of the Loan Parties owns or operates facilities used
for the distribution at retail of natural or manufactured gas for heat, light or
power ("gas utility facilities").

                  9. None of the Loan Parties, directly or indirectly, or
through one or more intermediary companies, owns, controls or holds with power
to vote (a) 10% or more of the outstanding securities, such as notes, drafts,
stock, treasury stock, bonds, debentures, certificates of interest or
participation in any profit-sharing agreements or in oil, gas, other mineral
royalties or leases, collateral-trust certificates, preorganization certificates
or subscriptions, transferable shares, investment contracts, voting-trust
certificates, certificates of deposit for a security, receiver's or trustee's
certificates or instruments commonly known as a "security" (including
certificates of interest or participation in, temporary or interim certificates
for, receipt for, guaranty of, assumption of liability on or warrants or right
to subscribe to or purchase any of the foregoing) presently entitling it to vote
in the direction or


                                       A-2

<PAGE>



management of, or any such instrument issued under or pursuant to any trust,
agreement or arrangement whereby a trustee or trustees or agent or agents for
the owner or holder of such instrument is presently entitled to vote in the
direction or management of, any corporation, partnership, association,
joint-stock company, joint venture or trust that owns or operates any electric
utility facilities or gas utility facilities or (b) any other interest, directly
or indirectly, or through one or more intermediary entities, in (i) any
corporation, partnership association, joint-stock company, joint venture or
trust that owns or operates any electric utility facilities or gas utility
facilities or (ii) any of the foregoing types of entities which have received
notice of the sort described in Paragraph 10 below.

                  10. None of the Loan Parties has received notice that the
Securities and Exchange Commission has determined, or may determine, that any
Loan Party exercises a controlling influence over the management or direction of
the policies of a gas utility company or any electric utility company as to make
it subject to the obligations, duties and liabilities imposed upon holding
companies by the Public Utility Holding Company Act of 1935, as amended.

                  11. After giving effect to each of the Transactions (as
defined in the Amended Credit Agreement) and the Borrowing of the Southwest Term
Loan (as defined in the Amended Credit Agreement), each of the Loan Parties will
be in pro forma compliance with all covenants, restrictions or provisions in the
Applicable Contracts with respect to financial ratios or tests or any aspect of
the financial condition or results of operations of each of the Loan Parties.


                                       A-3

<PAGE>



                 IN WITNESS WHEREOF I have executed this certificate this __ day
of March, 2001.




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



                                       A-4

<PAGE>



                          Schedule 1: Applicable Orders


                                      None.









                                       A-5

<PAGE>

                        Schedule 2: Applicable Contracts

                  11. Sprint PCS Management Agreement (Wisconsin), dated as of
December 6, 1999 by and between Sprint Spectrum, LP, WirelessCo, LP and Alamosa
Wisconsin Limited Partnership.

                  12.  Addendum I to Sprint PCS Management Agreement Wisconsin
dated December 6, 1999, among Sprint Spectrum, LP,  WirelessCo., LP and Alamosa
Wisconsin Limited Partnership.

                  13. Addendum II to Sprint PCS Management Agreement Wisconsin
dated February 3, 2000, and effective February 8, 2000, among Sprint Spectrum,
LP, WirelessCo., LP and Alamosa Wisconsin Limited Partnership.

                  14.  Addendum III to Sprint PCS Management Agreement Wisconsin
dated April 25, 2000, among Sprint Spectrum, LP, WirelessCo., LP and Alamosa
Wisconsin Limited Partnership.

                  15.  Addendum IV to Sprint PCS Management Agreement Wisconsin
dated June 23, 2000, among Sprint Spectrum, LP, WirelessCo., LP and Alamosa
Wisconsin Limited Partnership.

                  16.  Addendum V to Sprint PCS Management Agreement Wisconsin
dated February 14, 2001, among Sprint Spectrum, LP, WirelessCo., LP and Alamosa
Wisconsin Limited Partnership.

                  17.  Addendum VI to Sprint PCS Management Agreement Wisconsin
dated March __, 2001, among Sprint Spectrum, LP and WirelessCo., LP and
Alamosa Wisconsin Limited Partnership.

                  18. Sprint PCS Services Agreement (Wisconsin), dated as of
December 6, 1999, by and between Sprint Spectrum, LP and Alamosa Wisconsin
Limited Partnership.

                  19. Sprint PCS Services Agreement, dated as of December 23,
1999, by and between Sprint Spectrum, LP and Alamosa PCS, LLC.

                  20. Sprint PCS Management Agreement, 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.



                                       A-6

<PAGE>



                  21. Addendum I to Sprint PCS Management Agreement dated
December 23, 1999, among Sprint Spectrum, LP, WirelessCo, LP, Cox Communications
PCS, LP, Cox CSP License, LLC, SprintCom, Inc. and Alamosa PCS, LLC.

                  22. Addendum II to Sprint PCS Management Agreement dated
February 3, 2000, and effective February 8, 2000, among Sprint Spectrum, LP,
WirelessCo, LP, Cox Communications PCS, LP, Cox CSP License, LLC, SprintCom,
Inc. and Alamosa PCS, LLC.

                  23. Addendum III to Sprint PCS Management Agreement dated
April 25, 2000, among Sprint Spectrum, LP, WirelessCo, LP, Cox Communications
PCS, LP, Cox CSP License, LLC, SprintCom, Inc. and Alamosa PCS, LLC.

                  24. Addendum IV to Sprint PCS Management Agreement dated June
23, 2000, among Sprint Spectrum, LP, WirelessCo, LP, Cox Communications PCS, LP,
Cox CSP License, LLC, SprintCom, Inc. and Alamosa PCS, LLC.

                  25. Addendum V to Sprint PCS Management Agreement dated
January 2001, among Sprint Spectrum, LP, WirelessCo, LP, Cox Communications PCS,
LP, Cox CSP License, LLC, SprintCom, Inc. and Alamosa PCS, LLC.

                  26. Addendum VI to Sprint PCS Management Agreement dated
February 14, 2001, among Sprint Spectrum, LP, WirelessCo, LP, Cox Communications
PCS, LP, Cox CSP License, LLC, SprintCom, Inc. and Alamosa PCS, LLC.

                  27. Addendum VII to Sprint PCS Management Agreement dated
March __, 2001, among Sprint Spectrum, LP, WirelessCo, LP, Cox Communications
PCS, LP, Cox CSP License, LLC, SprintCom, Inc. and Alamosa PCS, LLC.

                  28. 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.

                  29. Sprint Trademark and Service Mark License Agreement, dated
as of December 23, 1999 by and between Sprint Communications Company, LP and
Alamosa PCS, LLC.



                                       A-7

<PAGE>



                  30. 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.

                  31. Sprint Spectrum Trademark and Service Mark Agreement,
dated as of December 23, 1999, by and between Sprint Spectrum, LP and Alamosa
PCS, LLC.

                  32. Indenture, dated as of January 31, 2001, among Alamosa
(Delaware), Inc., certain subsidiaries of Alamosa (Delaware), Inc. and Wells
Fargo Bank Minnesota, N.A., as trustee.

                  33. First Supplemental Indenture, dated as of February 14,
2001, among Alamosa (Delaware), Inc. , certain subsidiaries of Alamosa
(Delaware), Inc. and Wells Fargo Bank Minnesota, N.A. as trustee.

                  34. Second Supplemental Indenture, dated as of March __, 2001,
among Alamosa (Delaware), Inc., certain subsidiaries of Alamosa (Delaware), Inc.
and Wells Fargo Bank Minnesota, N.A. as trustee.

                  35. Purchase Agreement dated 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. and Scotia Capital (USA), Inc.

                  36. Security Agreement dated as of January 31, 2001, among
Alamosa (Delaware), Inc., Wells Fargo Bank Minnesota, N.A. ("Wells Fargo") as
security agent, and Wells Fargo, as collateral agent.

                  37. Indenture, dated as of February 8, 2000, among Alamosa
(Delaware), Inc., certain subsidiaries of Alamosa (Delaware), Inc. and Wells
Fargo Bank Minnesota, N.A., as trustee.

                  38. First Supplemental Indenture, dated as of January 31,
2001, among Alamosa (Delaware), Inc., certain subsidiaries of Alamosa
(Delaware), Inc. and Wells Fargo Bank Minnesota, N.A. as trustee.

                  39. Second Supplemental Indenture, dated as of February 14,
2001, among Alamosa (Delaware), Inc., certain subsidiaries of Alamosa
(Delaware), Inc. and Wells Fargo Bank Minnesota, N.A. as trustee.



                                       A-8

<PAGE>



                  40. Third Supplemental Indenture, dated as of March ___, 2001,
among Alamosa (Delaware), Inc., certain subsidiaries of Alamosa (Delaware), Inc.
and Wells Fargo Bank Minnesota, N.A. as trustee.

                  41. CDMA 1900 SprintCom Additional Affiliate Agreement, dated
December 21, 1998, between Alamosa PCS LLC and Northern Telecom Inc.

                  42. Amendment No. 1 to DMS-MTX Cellular Supply Agreement,
effective January 12, 1999, between Alamosa PCS LLC and Northern Telecom Inc.

                  43. Amendment No. 2 to DMS-MTX Cellular Supply Agreement,
effective March 1, 1999, between Alamosa PCS LLC and Northern Telecom Inc.

                  44. Amendment No. 3 to DMS-MTX Cellular Supply Agreement
effective August 11, 1999, between Alamosa PCS LLC and Nortel Networks Inc.

                  45. Amendment No. 4 to DMS-MTX Cellular Supply Agreement
effective February 8, 2000, between Alamosa PCS LLC and Nortel Networks Inc.,
successor to Northern Telecom, Inc.

                  46. Engineering Service Contract System Design and
Construction Inspection Agreement, dated July 27, 1998, by and between Alamosa
PCS LLC and Hicks & Ragland Engineering Co., Inc.

                  47. Addendum I to Engineering Service Contract System Design
and Construction Inspection, dated July 27, 1998, by and between Alamosa PCS LLC
and Hicks & Ragland Engineering Co., Inc.

                  48. Amendment to Engineering Service Contract System Design
and Construction Inspection, dated September 1, 1999, by and between Alamosa PCS
LLC and Hicks and Ragland Engineering Co., Inc.

                  49. Master Site Development and Lease Agreement, effective
August 1998, between Alamosa PCS LLC and Specialty Capital Services, Inc.

                  50. Addendum I to Master Site Development and Lease Agreement,
dated August 20, 1998, by and between Alamosa PCS LLC and Specialty Capital
Services, Inc.



                                       A-9

<PAGE>



                  51. Amended and Restated Master Design Build Agreement, dated
March 21, 2000, by and between Texas Telecommunications, L.P. and Alamosa
Wisconsin Limited Partnership and SBA Towers, Inc.

                  52. Sprint PCS Management Agreement dated June 8, 1998,
between Sprint Spectrum L.P., SprintCom, Inc. and Roberts Wireless
Communications, LLC.

                  53. Addendum I to Sprint PCS Management Agreement dated June
8, 1998, among Sprint Spectrum, L.P., SprintCom, Inc. and Roberts Wireless
Communications LLC.

                  54. Addendum II to Sprint PCS Management Agreement dated
October 6, 1998, among Sprint Spectrum, L.P., SprintCom, Inc. and Roberts
Wireless Communications LLC.

                  55. Addendum III to Sprint PCS Management Agreement dated
January 21, 1999, among Sprint Spectrum, L.P., SprintCom, Inc. and Roberts
Wireless Communications LLC.

                  56. Addendum IV to Sprint Management Agreement dated September
8, 1999, among Sprint Spectrum, L.P., SprintCom, Inc. and Roberts Wireless
Communications LLC

                  57. Addendum V to Sprint PCS Management Agreement dated
February 22, 2000, among Sprint Spectrum, L.P., SprintCom, Inc. and Roberts
Wireless Communications LLC.

                  58. Addendum VI to Sprint PCS Management Agreement dated May
5, 2000, among Sprint Spectrum, L.P., SprintCom, Inc. and Roberts Wireless
Communications, LLC.

                  59. Addendum VII to Sprint PCS Management Agreement dated July
27, 2000, among Sprint Spectrum, L.P., SprintCom, Inc. and Roberts Wireless
Communications, LLC.

                  60. Addendum VIII to Sprint PCS Management Agreement dated
February 14, 2001, among Sprint Spectrum, LP, SprintCom, Inc. and Roberts
Wireless Communications, LLC.



                                      A-10

<PAGE>



                  61. Addendum IX to Sprint PCS Management Agreement dated March
____, 2001, among Sprint Spectrum, LP, SprintCom, Inc. and Roberts Wireless
Communications, LLC.

                  62. Sprint Spectrum Trademark and Service Mark License
Agreement dated June 8, 1998 between Sprint Spectrum LP and Roberts Wireless
Communications, LLC.

                  63. Sprint Trademark and Service Mark License Agreement dated
June 8, 1998, between Sprint Communications Company, LP and Roberts Wireless
Communications, LLC.

                  64. Sprint Services Agreement dated June 8, 1998, between
Sprint Spectrum LP and Roberts Wireless Communications, LLC.

                  65. Sprint PCS Management Agreement dated January 25, 1999
between Wirelessco, LP, Sprint Spectrum LP and Washington Oregon Wireless, LLC.

                  66. Addendum I to Sprint PCS Management Agreement dated
January 25, 1999, among WirelessCo, LP, Sprint Spectrum LP and Washington Oregon
Wireless, LLC.

                  67. Addendum II to Sprint PCS Management Agreement dated April
12, 2000, among WirelessCo, LP, Sprint Spectrum LP and Washington Oregon
Wireless, LLC.

                  68. Addendum III to Sprint PCS Management Agreement dated
February 14, 2001, between WirelessCo, LP, Sprint Spectrum LP and Washington
Oregon Wireless, LLC.

                  69. Addendum IV to Sprint PCS Management Agreement dated March
___, 2001, between WirelessCo, LP, Sprint Spectrum LP and Washington Oregon
Wireless, LLC.

                  70. Sprint PCS Services Agreement dated January 25, 1999,
between Sprint Spectrum LP and Washington Oregon Wireless, LLC.

                  71. Sprint Spectrum Trademark and Service Mark License
Agreement dated January 25, 1999, between Sprint Spectrum LP and Washington
Oregon Wireless, LLC.


                                      A-11

<PAGE>


                  72. Sprint Trademark and Service Mark License Agreement dated
January 25, 1999, between Sprint Communications Company, LP and Washington
Oregon Wireless, LLC.

                  73. Sprint Management Agreement by and among Sprint Spectrum,
L.P., SprintCom, Inc. and Southwest PCS, dated July 10, 1998.

                  74. Master Sublease Agreement, dated March 30, 200, among
Sprint Spectrum, L.P., its subsidiary, Sprint Spectrum Realty Company, L.P. and
Southwest PCS, L.P.

                  75. Addendum I to Sprint PCS Management Agreement, dated July
10, 1998 with Southwest PCS, L.P.

                  76. Sprint PCS Consent and Agreement between Sprint Spectrum,
L.P., Sprint Communications Company, L.P., Wirelessco, L.P., Paribas, Southwest
PCS, L.P., Paribas Capital Funding, L.L.C. and Allied Capital Corporation, dated
April 30, 1999

                  77. Sprint Trademark and Service Mark License Agreement, dated
July 10, 1998, by and between Sprint Communications Company, L.P. and Southwest
PCS, L.P.

                  78. Sprint Spectrum Trademark and Service Mark Agreement,
dated July 10, 1998, by and between Sprint Communications Company, L.P. and
Southwest PCS, L.P.

                  79. Sprint Spectrum Trademark and Service Mark License
Agreement, dated July 10, 1998, by and between Sprint Spectrum L.P. and
Southwest PCS, L.P.

                  80. CDMA 1900 SprintCom Additional Affiliate Agreement, dated
July 30, 1998, by and between Southwest PCS and Northern Telecom Inc.
("Additional Affiliate Agreement")

                  81. Lease Agreement, dated November 1, 1998, between Southwest
PCS, LP and Indian Nations Fiber Optics, Inc., Master Servicing Agreement dated
June 1, 2000 between Chickasaw Holding Company and Southwest PCS, Inc.

                  82. Master Lease Agreement, dated December 31, 1998, between
General Electric Capital Corporation, as lessor, and Chickasaw Holding Company,
as


                                      A-12

<PAGE>


Lessee; Sublease to be dated as of March 30, 2001, between Chickasaw Holding
Company, as Sublessor and Southwest PCS, Inc. as Sublessee.

                  83. Amendment to Master Lease Agreement, dated December 31,
1998, between General Electric Capital Corporation, as lessor, and Chickasaw
Holding Company, as Lessee.











                                      A-13


<PAGE>

                       FORM OF OPINION OF SPRINT'S COUNSEL           EXHIBIT B-2

                             [Letterhead of Sprint]




                                                              March 30, 2001



Export Development Corporation,
         as co-documentation agent,
First Union National Bank,
         as documentation agent,
Toronto Dominion (Texas), Inc.,
         as syndication agent,
Citicorp USA, Inc.,
         as administrative agent and collateral agent, and the Lenders under
that certain Amended and Restated Credit Agreement, dated as of February 14,
2001, as amended and restated as of the date hereof, by and among each of the
above-listed entities, Amamosa Holdings, Inc., Alamosa (Delaware), Inc., Alamosa
Holdings, LLC, and the lenders from time to time party thereto

Ladies and Gentlemen:

                  This opinion is delivered pursuant to Section 4.01(b) of that
certain 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., Alamosa (Delaware), Inc., Alamosa Holdings, LLC, and the
lenders from time to time party thereto, 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.

                  As Senior Vice President, Federal External Affairs, of Sprint
Corporation, I am generally familiar with the laws, rules and regulations
relating to the ownership of the licenses listed on Exhibit A attached to this
letter that were issued by the Federal Communications Commission (the "FCC") to
WirelessCo, L.P., SprintCom, Inc. and Cox PCS License, LLC (the "Licenses").

                  I, or attorneys on my staff, have examined the Licenses and
other documents and have made such other investigations as I have deemed
relevant and necessary


<PAGE>


in connection with the opinions expressed in this letter. As to questions of
fact material to these opinions, I have relied upon certain documents issued by
the FCC and public officials.

                  In rendering the opinions set forth below, I have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to me as originals, the conformity to
original documents of all documents sub mitted to me as certified or photostatic
copies, and the authenticity of the originals of such latter documents.

                  Based upon and subject to the foregoing, the subject to
qualifications and limitations set forth in this opinion letter, I am of the
opinion that, as of the date of this letter:

                           (i) Each of WirelessCo, L.P., SprintCom, Inc. and Cox
         PCS License, LLC holds and has the right to use the Licenses set forth
         below its name on Exhibit A. Each of the Licenses is in full force and
         effect, and Sprint Corpora tion is in compliance in all material
         respects with the terms and requirements thereof and the Communications
         Act of 1934, as amended.

                           (ii) There are no material proceedings threatened,
         pending or con templated before the FCC against or involving the
         Licenses.

                           (iii) No event has occurred as of the date hereof
         that permits, or with the notice or lapse of time or both would permit,
         the suspension, revocation or termination of any of the Licenses.

                  This opinion letter is rendered to you in connection with the
above- described transaction. It may not be relied upon by you for any other
purpose, or relied upon by any other person or entity, other than the addresses
hereto and their successors, assigns and participants under the Credit
Agreement, without my prior written consent.

                                                     Very truly yours,



                                                     Vonya B. McCann


<PAGE>


                                                                       EXHIBIT A




WirelessCo, L.P.-Owned Licenses
-------------------------------

MTA007            Dallas-Ft. Worth, TX
MTA012            Minneapolis-St. Paul, MN
MTA019            St. Louis, MO
MTA020            Milwaukee, WI
MTA022            Denver, CO
MTA024            Seattle, WA (excluding Alaska)
MTA027            Phoenix, AZ
MTA030            Portland, OR
MTA033            San Antonio, TX
MTA034            Kansas City, MO
MTA040            Little Rock, AR
MTA041            Oklahoma City, OK
MTA042            Spokane, WA -- Billings, MT
MTA046            Wichita, KS
MTA048            Tulsa, OK


SpintCom, Inc.-Owned Licenses
-----------------------------

BTA008            Albuquerque, NM
BTA068            Carlsbad, NM
BTA128            El Paso, TX
BTA139            Farmington, NM -- Durango, CO
BTA162            Gallup, NM
BTA244            Las Cruces, NM
BTA386            Roswell, NM
BTA407            Santa Fe, NM


Cox PCS License, LLC-Owned Licenses
-----------------------------------

MTA 002           Los Angeles-San Diego, CA

<PAGE>

                       FORM OF OPINION OF SPRINT'S COUNSEL           EXHIBIT B-3

                        [Letterhead of Bassett Law Firm]




                                                              March 30, 2001


Addresses:      Citicorp USA, Inc., as Administrative Agent and each of the
                Lenders Party to the Amended and restated Credit Agreement,
                dated as of March 30, 2001, by and among Alamosa Holdings, Inc.
                ("Superholdings"), Alamosa (Delaware), Inc. ("Alamosa
                Delaware"), Alamosa Holdings, LLC (the "Borrower"), Citicorp
                USA, Inc. ("Citicorp"), as the Administrative Agent and the
                Collateral Agent, Export Development Corporation, as
                Co-Documentation Agent, First Union National Bank, as
                Documentation Agent, Toronto Dominion (Texas), Inc., as
                Syndication Agent and the lenders named therein (the "Amended
                Credit Agreement").


         We have acted as local counsel to Southwest PCS, LP and Southwest PCS
Properties, LLC (the "Companies") in connection with the Amended Credit
Agreement.

         In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the following
documents (the "Loan Documents"):

         (a)    the Amended and Restated Security Agreement dated as of the date
                hereof, among each of Alamosa Delaware, the Borrower, each of
                the subsidiaries, of Alamosa Delaware, the lenders from time to
                time thereto and Citicorp, as Collateral Agent; and

         (b)    unfiled, but signed copies of financing statements naming each
                of the Companies, as debtor, and "Citicorp USA, Inc.,
                collateral agent," as secured party (the "Financing
                Statements").

         The Financing Statements are in appropriate form for filing in the
office of the Secretary of State, Attn.: UCC, State Capital, Little Rock,
Arkansas 72201 (the "Filing Office"). With respect to that portion of the
collateral as to which the filing of a financial statement is permissible method
of perfection (the "UCC Filing Collateral"), the security interest in favor of
the Collateral Agent for the benefit of the Secured Parties in that


<PAGE>


portion of the UCC Filing Collateral which is described in the Financing
Statements will be perfected upon filing of the Financing Statements in the
Filing Office.

         We are admitted to the practice in the State of Arkansas. We express no
opinion as to the matters under or involving the laws of any jurisdiction other
than the laws of the State of Arkansas.

         This opinion may be relied upon by each of you, by any successors and
assigns of the Administrative Agent, the Collateral Agent, the Co-Documentation
Agent, the Documentation Agent, the Syndication Agent and any participant,
assignee or successor to the interests of the Lenders under the Loan Documents.



                                              Respectfully yours,

                                              BASSETT LAW FIRM


                                              Tod C. Bassett


TCB:ht

<PAGE>

                        FORM OF OPINION OF LOCAL COUNSEL             EXHIBIT B-3

                      [Letterhead of Axley Brynelson, LLP]


March 30, 2001

Citicorp USA, Inc., as Administrative Agent and Collateral Agent, each of the
Lenders party to the Amended and Restated Credit Agreement, dated as of March
30, 2001, by and among Alamosa Holdings,Inc. ("SUPERHOLDINGS"), Alamosa
(Delaware), Inc. ("ALAMOSA DELAWARE"), Alamosa Holdings, LLC (the "BORROWER"),
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., ("CITICORP"), as the Administrative Agent, the
lenders named therein and certain other agents named therein.

Re:      Alamosa Wisconsin GP, LLC
         Alamosa Wisconsin Limited Partnership
         Alamosa (Wisconsin) Properties, LLC
         Opinion of Counsel

Ladies and Gentlemen:

We have acted as special Wisconsin local counsel to Alamosa Wisconsin Limited
Partnership, a Wisconsin limited partnership ("ALAMOSA WISCONSIN LP"), Alamosa
Wisconsin GP, LLC, a Wisconsin limited liability company, ("ALAMOSA WISCONSIN
LLC") and Alamosa (Wisconsin) Properties, LLC, a Wisconsin limited liability
company ("ALAMOSA PROPERTIES") (COLLECTIVELY REFERRED TO HEREIN AS THE
"COMPANIES") in connection with the Amended and Restated Credit Agreement dated
March 30,2001, (THE "CREDIT AGREEMENT"), among Superholdings, Alamosa
(Delaware), the Borrower, Citicorp as Administrative Agent and Collateral Agent,
and the lenders named therein.

In connection with this opinion, we have examined originals or copies, certified
or otherwise identified to our satisfaction, of the following documents:

         (a)  the Credit Agreement;


<PAGE>



         (b) the Amended and Restated Guarantee Agreement dated March 30,2001,
among each of Superholdings, Alamosa PCS Holdings, Inc. ("APCS"), Alamosa
Delaware, each of the subsidiaries of Alamosa Delaware and the Collateral Agent
(THE "GUARANTEE AGREEMENT");

         (c) the Amended and Restated Indemnity, Subrogation and Contribution
Agree ment dated March 30, 2001, among each of Superholdings, APCS, Alamosa
Delaware, the Borrower, each of the subsidiaries of Alamosa Delaware, the
lenders from time to time thereto and Citicorp, as Collateral Agent (the
"INDEMNITY AGREEMENT");

         (d) the Amended and Restated Pledge Agreement dated March30, 2001,
among each of Alamosa Delaware, the Borrower and each of the subsidiaries of
Alamosa Delaware in favor of the Collateral Agent for the benefit of the Secured
Parties (as defined therein) (the "PLEDGE AGREEMENT");

         (e) the Amended and Restated Security Agreement dated March 30,2001,
among each of Alamosa Delaware, the Borrower and each of the subsidiaries of
Alamosa Delaware (THE "SECURITY AGREEMENT"); the Credit Agreement, Guarantee
Agreement, Indemnity Agreement, Pledge Agreement and Security Agreement are
hereinafter referred to as the "LOAN DOCUMENTS";

         (f) the Operating Agreement of Alamosa Wisconsin LLC, dated November
19, 1999, and First Amendment to Operating Agreement dated February 4, 2000, as
further amended by Amendment dated February 14, 2001, and the Operating
Agreement of Alamosa Properties dated February 14, 2001 (COLLECTIVELY, THE
"OPERATING AGREE MENTS");

         (g) the Agreement of Limited Partnership of Alamosa Wisconsin LP dated
November 19, 1999, and the Amended and Restated Agreement of Limited Partnership
of Alamosa Wisconsin LP dated March 7, 2000, (THE "LIMITED PARTNERSHIP
AGREEMENT");

         (h) a Certificate of Status dated March 29, 2001, from the Wisconsin
Department of Financial Institutions as to the status of Alamosa Wisconsin LLC,
in the State of Wisconsin, and a Certificate of Status dated March 29, 2001,
from the Wisconsin Department of Financial Institutions as to the status of
Alamosa Properties in the State of Wisconsin (COLLECTIVELY THE "LLC
CERTIFICATES");

         (i) a Certificate of Status dated March 29, 2001, from the Wisconsin
Department of Financial Institutions as to the status of Alamosa Wisconsin LP in
the State of Wiscon sin (THE "LP CERTIFICATE");

         (j) the Articles of Organization of Alamosa Wisconsin LLC, dated
November 18, 1999, and filed with the Wisconsin Department of Financial
Institutions on November 22,


<PAGE>

1999, and the Articles of Amendment of Alamosa Wisconsin LLC, dated September 6,
2000, and filed with the Wisconsin Department of Financial Institutions on
December 1, 2000, all as certified by the Wisconsin Department of Financial
Institutions on March 29, 2001, and the Articles of Organization of Alamosa
Properties dated February 8, 2001, and filed with the Wisconsin Department of
Financial Institutions on February 12, 2001, as certified by the Wisconsin
Department of Financial Institutions on March 29, 2001, (COLLECTIVELY, THE
"ARTICLES OF ORGANIZATION");

         (k) the Certificate of Domestic Limited Partnership of Alamosa
Wisconsin LP dated November18, 1999, and filed with the Wisconsin Department of
Financial Institu tions on November 22, 1999, and Certificate of
Amendment-Domestic Limited Partner ship of Alamosa Wisconsin LP dated September
6, 2000, and filed with the Wisconsin Department of Financial Institutions on
September 15, 2000, all as certified by the Wisconsin Department of Financial
Institutions on March 29, 2001 (COLLECTIVELY, THE "CERTIFICATE OF LIMITED
PARTNERSHIP");

         (l)  the Resolutions of each of the Companies dated March 30,2001, (THE
"CONSENT RESOLUTIONS"); and

         (m) the Secretary's Certificate of each of the Companies dated March
30, 2001 (THE "SECRETARY'S CERTIFICATES").

                        SCOPE OF EXAMINATION AND GENERAL
                         ASSUMPTIONS AND QUALIFICATI0NS

We have been furnished and have examined copies, certified or otherwise
identified to our satisfaction, of all such records of the Companies, agreements
and other instruments, certificates of officers and representatives of the
Companies, certificates of public officials, and other documents, all as we have
deemed necessary or desirable as a basis for the opinions hereinafter expressed.

In making these examinations, we have assumed, with your consent (a) the
genuineness of all signatures, (b) the conformity to original documents of all
documents submitted to us as certified, electronically transmitted copies or
photostatic copies, (c) the authenticity of the originals of the documents
referred to in the immediately preceding clause (b), and (d) to the extent
relevant to our opinions expressed herein, the correctness and accuracy of all
facts set forth in all certificates and reports identified in this opinion.

Except as set forth herein, we have not undertaken any investigation to
determine the existence of any facts, and no inference as to our knowledge
thereof shall be drawn from the fact of our representation of any part or
otherwise.


<PAGE>

                   SPECIFIC LIMITATIONS AND QUALIFICATIONS ON
                    OPINION REGARDING CHOICE OF NEW YORK LAW

The Loan Documents provide that the laws of the State of New York shall govern
the interpretation and enforceability thereof. In general, Wisconsin law permits
parties to a contract to agree that the law of a particular jurisdiction will
control their contractual relationship. However, Wisconsin courts have held that
parties cannot by contract override fundamental public policies of a state whose
law would be applicable if the parties' choice of law provision were
disregarded. We have not evaluated and have not reached any conclusion about
whether the transaction governed by the Loan Documents or any part thereof would
override fundamental public policies. Therefore, we express no opinion on the
enforceability of the provisions of the Loan Documents that select the laws of
the State of New York which may be held to violate fundamental public policies.

We note that the determination of applicable law as to specific issues may vary
from the choice of law expressed in the Loan Documents, where another statute of
the State of Wisconsin or a statute of the United States provides that such
issue is governed by the law of a particular jurisdiction. For example,
notwithstanding the choice of law con tained in the Loan Documents, certain
matters pertaining to the power and authority of corporations will be governed
by the law of the jurisdiction of incorporation of each such corporation, and
the perfection (and effects of perfection) of a security interest in certain
personal property collateral located in the State of Wisconsin will be governed
by the Wisconsin Uniform Commercial Code.


                                    OPINIONS

Based on the foregoing, and subject to the qualifications set forth below, we
are of the opinion that:

         1. Each of the Companies is duly organized and validly existing under
the laws of the State of Wisconsin. The opinion set forth in this paragraph 1
with respect to the valid existence of each of the Companies is based solely
upon the LLC Certificates and the LP Certificate, respectively.

         2. Each of the Companies has the limited liability company or
partnership power and authority to execute, deliver and perform all of its
respective obligations under each of the Loan Documents under the laws of the
State of Wisconsin.

         3. The execution and delivery of each of the Loan Documents and the
consumma tion by the Companies of the transactions contemplated thereby have
been duly autho rized by all requisite limited liability company or partnership
action on the part of the Companies under the laws of the State of Wisconsin.
None of the Companies, nor

<PAGE>


any of their respective property or assets, are entitled to immunity from suit
or enforcement of a judgment on the ground of sovereignty or otherwise in courts
of the State of Wisconsin in respect of proceedings against it in relation to
the Loan Documents and the execution of the Loan Documents, and performance of
their respective obligations under the Loan Documents constitute private and
commercial acts.

         4. The execution, delivery and performance by each of the Companies of
the Loan Documents and the performance by each of the Companies of its
respective obliga tions under each of the Loan Documents, each in accordance
with its terms, do not con flict with the Operating Agreements, the Articles of
Organization, the Limited Partnership Agreement or the Certificate of Limited
Partnership, as applicable.

         5. Neither the execution, delivery or performance by the Companies of
the Loan Documents nor the compliance by the Companies with the terms and
provisions thereof will contravene any provision of any applicable law of the
State of Wisconsin.

         6. No Wisconsin governmental approval, which has not been obtained or
taken and is not in full force and effect, is required to authorize, or is
required in connection with, the execution or delivery by or enforceability
against the Companies of any of the Loan Documents to which they are a party.


                                SCOPE OF OPINION

In addition to the qualifications, exceptions, limitations and assumptions
specified above, our opinions contained herein are limited exclusively to the
laws of the State of Wiscon sin (excluding principles of conflict of laws) and
the federal laws of the United States of America, and we express or imply no
opinion with respect to the laws of any other juris diction. We render no
opinion with respect to the financial status or ability of the Com panies to
meet their respective obligations under any of the documents referred to herein.
We also render no opinion with regards to the enforcement of the Loan Documents
under: (a) applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer, the doctrine of equitable subordination and other similar
laws affecting the rights of creditors generally, and (b) the exercise of
judicial discretion in accordance with general principles of equity (whether
applied by a court of law or of equity), including without limitation, judicial
limitation of the remedy of recovery of attorneys' fees, commercial
reasonableness, unconscionability and specific performance.

Please be advised that this opinion letter is as of the date hereof and that
events and de velopments subsequent hereto (including changes in present law or
the interpretations of such laws) could cause the foregoing opinions, if given
then, to be changed or withdrawn. We disclaim any responsibility to advise you
of any such events or developments which hereafter may be brought to our
attention.


<PAGE>


This opinion (a) has been furnished to you at your request, and we consider it
to be a con fidential communication that may not be furnished, reproduced,
distributed or disclosed to anyone without our prior written consent, (b) is
rendered solely for your information and assistance in connection with the above
transaction, and may not be relied upon by any other person or for any other
purpose without our prior written consent, provided, however, that this opinion
may be furnished (i) to your counsel and to your permitted assignees and
participants as contemplated by the Loan Documents, and (ii) in connection with
enforcement of the Loan Documents and other valid legal process, (c) is rendered
as of the date hereof and we undertake no, and hereby disclaim any kind of
obligation to, advise you of any changes for any new developments that might
affect any matters or opinions set forth herein, and (d) is limited to the
matters stated herein, and no opinions are implied or may be inferred beyond the
matters expressly stated herein.


Very truly yours,



AXLEY BRYNELSON, LLP

<PAGE>

                         FORM OF OPINION OF LOCAL COUNSEL            EXHIBIT B-3

                          [Letterhead of Adams & Jones]



                                                              March 30, 2001


To:      Citicorp USA, Inc., as Administrative Agent and each of the Lenders
         party to the Amended and restated Credit Agreement, dated as of March
         30, 2001, by and among Alamosa Holdings, Inc. ("Superholdings"),
         Alamosa (Delaware), Inc. ("Alamosa Delaware"), Alamosa Holdings, LLC
         (the "Borrower"), Citicorp USA, Inc. ("Citicorp"), as the
         Administrative Agent and the Collateral Agent, Export Development
         Corporation, as Co-Documentation Agent, First Union National Bank, as
         Documentation Agent, Toronto Dominion (Texas), Inc., as Syndication
         Agent and the lenders named therein (the "Amended Credit Agreement").


         We have acted as local counsel to Southwest PCS, L.P. and Southwest PCS
Properties, LLC (the "Companies") in connection with the Amended Credit
Agreement.

         In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the following
documents (the "Loan Documents"):

                i.    the Amended and Restated Security Agreement, dated as of
                      the date hereof, among each of Alamosa Delaware, the
                      Borrower, each of the subsidiaries, of Alamosa Delaware,
                      the lenders from time to time thereto and Citicorp, as
                      Collateral Agent; and

                ii.   unfiled, but signed copies of financing statements naming
                      each of the Companies, as debtor, and "Citicorp USA, Inc.,
                      as collateral agent," as secured party (the "Financing
                      Statements").

         1. The Financing Statements are in appropriate form for filing in the
office of the Secretary of State of the State of Kansas (the "Filing Office").
With respect to that portion of the collateral as to which the filing of a
financial statement is a permissible method of perfection (the "UCC Filing
Collateral"), the security interest in favor of the Collateral Agent for the
benefit of the Secured Parties in that portion of the UCC Filing Collateral
which is described in the Financing Statements will be perfected upon filing of
the Financing Statements in the Filing Office.


<PAGE>

         2. We are admitted to the practice in the State of Kansas. We express
no opinion:

         (a) as to matters under or involving the laws of any jurisdiction other
than the laws of the State of Kansas;

         (b) regarding the need for the issuance or approval of any licenses,
permits, filings, or other governmental action for the Borrower to operate its
business;

         (c) regarding the choice of law provisions in the Amended and Restated
Security Agreement;

         (d) as to the priority of the Amended and Restated Security Agreement
versus the rights of any other creditor or lender of Borrower;

         (e) regarding the enforceability of provisions waiving rights to a jury
trial;

         (f) in regard to the enforceability of those provisions in the Amended
and Restated Security Agreement that grant a power of attorney or allow for any
party to sign the name of another party to any document; nor with respect to:
(i) securities laws and regulations; (ii) tax laws and regulations; (iii)
criminal and civil forfeiture laws; and (iv) antitrust and unfair competition
laws and regulations.

         3. With your permission, the opinions expressed herein are based upon
the assumption that

         (a) value has been given in exchange for the security interests granted
by the Amended and Restated Security Agreement;

         (b) the Grantors have good and marketable title to all of the property
identified as collateral in the Amended and Restated Security Agreement. Nothing
contained herein shall be construed as a title opinion.

         4. The opinions expressed herein are expressly made subject to and
qualified by the following:

         (a) the enforceability of any rights or remedies in any agreement or
instruments may be limited by applicable bankruptcy, insolvency, reorganization
or similar laws affecting the rights of creditors generally;

         (b) the availability of specific performance, injunctive relief or any
other equita ble remedy is subject to the discretion of a court of competent
jurisdiction.


<PAGE>


         (c) the Kansas Uniform Commercial Code requires the filing of
continuation statements within the period of six months prior to the expiration
of five years from the date of the original filings (and every five years
thereafter) in order to maintain the effectiveness of the Financing Statements.
The Financing Statements must also be refiled if the debtor changes its name to
the extent that the Financing Statements become seriously misleading.

         (d) we have not examined any court, administrative, or other
governmental records pertaining to the parties to the agreements and this
opinion is subject to whatever such an examination would disclose.

         This opinion may be relied may be relied upon only by each of you, by
any successors and assigns of the Administrative Agent, the Collateral Agent,
the Co-Documentation Agent, the Documentation Agent, the Syndication Agent and
any participant, assignee or successor to the interests of the Lenders under the
Loan Documents.



                                                 Sincerely yours,

<PAGE>

                         FORM OF OPINION OF LOCAL COUNSEL            EXHIBIT B-3

                [Letterhead of CRENSHAW, DUPREE & MILMAN, L.L.P.]


                                 March 30, 2001


To:      Citicorp USA, Inc., as Administrative Agent and each of the Lenders
         party to the Amended and Restated Credit Agreement, dated as of
         February l4, 2001, as amended and restated as of March 30, 2001, by and
         among Alamosa Holdings, Inc. ("Superholdings"), Alamosa (Delaware),
         Inc. ("Alamosa Delaware"), Alamosa Holdings, LLC (the "Borrower"),
         Export Development Corporation, as Co-Documentation Agent, First Union
         National Bank, as Documentation Agent, Toronoto Dominion (Texas), Inc.,
         as Syndication Agent, Citicorp U.S.A., Inc. ("Citicorp"), as the
         administrative agent and the collateral agent (in such capacities, the
         "Administrative Agent" and the "Collateral Agent," respectively), the
         lenders named therein and certain other agents named therein (the
         "Credit Agreement").

Gentlemen:

         We have acted as local Texas counsel to Texas Telecommunications, LP, a
Texas limited partnership, and Alamosa Properties, LP, a Texas limited
partnership (collectively, the "Companies") in connection with the Credit
Agreement.

         In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the following
documents (the "Loan Documents"):

                  (1)   the Amended and Restated Credit Agreement, dated as of
                        February l4, 2001, as amended and restated as of March
                        30, 2001 (the "Credit Agreement");

                  (2)   the Amended and Restated Guarantee Agreement dated as of
                        February 14, 2001, as amended and restated as of March
                        30, 2001. among each of Superholdings, Alamosa PCS
                        Holdings, Inc. ("APCS"), Alamosa Delaware and each of
                        the subsidiaries of Alamosa Delaware in favor of the
                        Collateral Agent for the benefit of the Secured Parties;


<PAGE>

                  (3)   the Amended and Restated Security Agreement dated as of
                        February 14, 2001, as amended and restated as of March
                        30, 2001, among each of Alamosa Delaware, the Borrower
                        and each of the subsidiaries of Alamosa Delaware in
                        favor of the Collateral Agent for the benefit of the
                        Secured Parties; and

                  (4)   the Amended and Restated Pledge Agreement dated as of
                        February 14, 2001, as amended and restated as of March
                        30, 2001, among each of Alamosa Delaware, the Borrower
                        and each of the subsidiaries of Alamosa Delaware in
                        favor of the Collateral Agent for the benefit of the
                        Secured Parties.

                  (5)   the Amended and Restated Indemnity, Subrogation and
                        Contribution Agreement dated as of February 14, 2001, as
                        amended and restated as of March 30, 2001, among Alamosa
                        Holdings, Inc., Alamosa PCS Holdings, Inc., Alamosa
                        (Delaware), Inc., Alamosa Holdings, LLC, and each of the
                        subsidiaries of Alamosa Delaware as listed on Schedule 1
                        to said Agreement. and Citicorp, Inc. as Collateral
                        Agent for the benefit of the Secured Parties.

Capitalized terms used herein have the respective meanings set forth in the
Credit Agreement.

         We have been furnished and have examined copies, certified or otherwise
identified to our satisfaction, of all such records of the Companies, agreements
and other instruments, certificates of officers and representatives of the
Companies, certificates of public officials, and other documents, all as we have
deemed necessary or desirable as a basis for the opinions hereinafter expressed.

         In making these examinations, we have assumed, with your consent (a)
the genuineness of all signatures, (b)the conformity to original documents of
all documents submiited to us as certified, electronically transmitted copies or
photostatic copies, (c) the authenticity of the originals of the documents
referred to in the immediately preceding clause (b), and (d) to the extent
relevant to our opinions expressed herein, the correctness and accuracy of all
facts set forth in all certificates and reports identified in this opinion.

         Except as set forth herein, we have not undertaken any investigation to
determine the existence of any facts, and no inference as to our knowledge
thereof shall be drawn from the fact of our representation of any party or
otherwise.


<PAGE>



         The opinions expressed in this letter are subject to the following
qualifications:

         1. We are admitted to practice in the State of Texas. The opinions
expressed in this letter are limited to matters of Texas law. We express no
opinion as to matters under or involving the laws of any jurisdiction other than
the laws of the State of Texas.

         2. In connection with the opinions expressed below, the enforceability
of the Loan Documents is subject to (a) the effects of (i) applicable
bankruptcy, insolvency, reorganization, moratorium, rearrangement, liquidation,
conservatorship, or similar laws of general application now or hereafter in
effect relating to or affecting the rights of creditors generally, (ii) general
equity principles, and (iii) statutory provisions of the federal Bankruptcy Code
and the Uniform Fraudulent Transfer Act as adopted by the State of Texas (and
related court decisions) pertaining to the voidability of preferential or
fraudulent transfers, conveyances, and obligations, (b) the rights of the United
States under the Federal Tar Lien Act of 1966, as amended, (c) the application
of a standard of "good faith" such as that defined in Section 1.201(19) of the
Uniform Commercial Code as adopted in Texas (the "TEXAS UCC"), and (d) all
constitutional, legislative, judicial and administrative provisions, statutes,
decisions, rulings and other laws applicable to the Companies, in addition to
those described elsewhere in this opinion; provided, however, that any
limitations referred to in clauses (a)(ii), (c) and (d) imposed by such laws on
the enforceability of the Loan Documents will not prevent you from the ultimate
realization of the practical benefits of those documents, except for the
economic consequences of any judicial, administrative or other procedural delay
that may result from such laws.

         3. In rendering the opinions expressed below, we express no opinion as
to the enforceability of Loan Document provisions that: (a) purport to waive or
affect any rights to notices required by law or that may be required by Section
9.504 of the Texas UCC and that are not subject to waiver under Section 9.501 of
the Texas UCC; (b) purport to waive trial by jury; (c) state that Agent's
failure or delay in exercising rights, powers, privileges or remedies under the
Loan Documents shall not operate as a waiver thereof; (d) purport to indemnify
Agent and Lenders for Agent's or Lenders' violations of federal or state
securities laws or environmental laws; (e) purport to grant to Agent or any
Lender the right to offset special deposits of the Companies against any and all
obligations of the Companies to Agent or such Lender, as applicable; (f) purport
to establish or satisfy certain factual standards or conditions (e.g., standards
of "COMMERCIAL REASONABLENESS" or "REASONABLE CARE" under Article 9 of the Texas
UCC) in a manner not permitted by Section 9.501 of the Texas UCC; (g) purport to
sever unenforceable provisions from the Loan Documents, to the extent that the
enforcement of remaining provisions would frustrate the fundamental intent of
the parties to those documents; (h) provide that the Companies have waived
Agent's duties of reasonable care and disposition of Collateral that may be
imposed by Sections 9.207 and 9.504 of the Texas UCC; (i) restrict access to
legal or equitable remedies; or (j) purport to waive any claim of the Companies
against Agent or any Lender arising out of. or in any way related to, the Loan
Documents. We


<PAGE>

advise you that the inclusion of such provisions in the Loan Documents does not
render void or invalidate the obligations and liabilities of the Companies under
other provisions of those documents.

         4. We express no opinion as to: (a) whether a court would grant
specific performance or any other equitable remedy with respect to enforcement
of any provision contained in the Loan Documents; (b) the enforceability of any
provision in the Loan Documents that purports to appoint an agent for service of
process or establish or otherwise affect jurisdiction, venue, evidentiary
standards, limitation periods, or procedural rights in any suit or other
proceeding, or that purports to waive or otherwise restrict or deny access to
claims, causes of action, or remedies that may be asserted in any suit or other
proceeding; (c) the enforceability of any provision in the Loan Documents that
allows Agent to institute foreclosure proceedings, or to exercise any similar
right. without notice to the person or entity signatory thereto or bound
thereby; or (d) the enforceability of any provision contained in the Loan
Documents relating to the appointment of a receiver, to the extent that
appointment of a receiver is governed by applicable statutory requirements, and
to the extent that any such provision is not in compliance with those
requirements.

         5. We express no opinion as to the enforceability of exculpatory
provisions (or their corresponding indemnity provisions) contained in the Loan
Documents that purport to exculpate or indemnify Agent or any Lender for its own
tortious acts, or for the consequences of Agent's or any Lender's exceeding its
authority under the Loan Documents.

         6. We express no opinion on your ability to foreclose on, become the
owner of, or validly transfer or assume, all of the rights and duties of the
Companies as a party to any contract or agreement, or party to or beneficiary of
any permit or license, under which the Companies' rights, obligations, or duties
are not freely assignable or transferable.

         7. The Loan Documents provide that the laws of the State of New York
shall govern the interpretation and enforceability thereof. Section 35.5 1(c) of
the Texas Business and Commerce Code (the "Code") provides that if parties to a
"QUALIFIED TRANSACTION" agree in writing that the law of a particular
jurisdiction governs the interpretation or construction of an agreement relating
to the transaction or a provision of the agreement, then the law, other than
conflict of laws rules, of that jurisdiction governs that issue regardless of
whether the transaction bears a reasonable relation to that jurisdiction.
Section 35.51(b) of the Code also provides that if parties agree in writing that
the law of a particular jurisdiction governs an issue relating to a qualified
transaction (including the validity or enforceability of an agreement relating
to the transaction or a provision of the agreement) and the transaction bears a
"reasonable relation" to that jurisdiction, then the law, other than conflict of
laws rules, of that jurisdiction governs the issue regardless of whether the
application of that law is contrary to a fundamental or


<PAGE>



public policy of this state or of any other jurisdiction. A qualified
transaction includes a transaction under which a party lends, or is obligated to
lend, at least $1,000,000.00.

                  For purposes of the opinions expressed herein, we have not
evaluated and have not reached any conclusion about whether the transaction
governed by the Loan Documents bears a reasonable relation to the State of New
York. Therefore, we express no opinion on the enforceability of provisions of
the Loan Documents that select the laws of the State of New York to govern the
validity or enforceability (as opposed to the interpretation or construction)
of the Loan Documents.

                  We note that the determination of applicable law as to
specific issues may vary from the choice of law expressed in the Loan Documents,
where another statute of the State of Texas or a statute of the United States
provides that such issue is governed by the law of a particular jurisdiction.
For example, notwithstanding the choice of law contained in the Loan Documents,
certain matters pertaining to the power and authority of corporations will be
governed by the law of the jurisdiction of incorporation of each such
corporation, and the perfection (and effects of perfection) of a security
interest in certain personal property collateral located in the State of Texas
will be governed by the Texas UCC.

         Based on the foregoing and subject to the qualifications set forth
herein, we are of the opinion that:

         1. The Companies are duly organized, validly existing and in good
standing under the laws of the State of Texas.

         2. The Companies have the partnership power and authority to execute,
deliver and perform all of their obligations under each of the Loan Documents to
which they are a party under the laws of the State of Texas. The execution and
delivery of each of the Loan Documents and the consummation by the Companies of
the transactions contemplated thereby have been duly authorized by all requisite
partnership action on the part of the Companies under the laws of the State of
Texas. Neither the Companies, nor any of their properties or assets, are
entitled to immunity from suit or enforcement of a judgment on the ground of
sovereignty or otherwise in courts of the State of Texas in respect of
proceedings against it in relation to the Loan Documents and the execution of
the Loan Documents, and performance of its obligations under the Loan Documents
constitute private and commercial acts.

         3. The execution, delivery and performance by the Companies of each of
the Loan Documents and the performance by the Companies of its obligations under
each of the Loan Documents, each in accordance with its terms, do not conflict
with the Partnership Agreements of the Companies.


<PAGE>


         4. Neither the execution, delivery or performance by the Companies of
the Loan Documents to which they are a party nor the compliance by the Companies
with the terms and provisions thereof will contravene any provision of any
applicable law of the State of Texas.

         5. No Texas Governmental approval, which has not been obtained or taken
and is not in full force and effect, is required to authorize, or is required in
connection with, the execution or delivery by or enforceability against the
Companies or any of the Loan Documents to which they are a party.

         This opinion (a) has been furnished to you at your request, and we
consider it to be a confidential communication that may not be furnished,
reproduced. distributed or disclosed to anyone without our prior written
consent, (b) is rendered solely for your information and assistance in
connection with the above transaction, and may not be relied upon by any other
person or for any other purpose without our prior written consent, provided,
however, that this opinion may be furnished (i) to your counsel and to your
permitted assignees and participants as contemplated by the Loan Documents, and
(ii) in connection with enforcement of the Loan Documents and other valid legal
process, (c) is rendered as of the date hereof, and we undertake no, and hereby
disclaim any kind of obligation to, advise you of any changes for any new
developments that might affect any matters or opinions set forth herein, and (d)
is limited to the matters stated herein, and no opinions are implied or may be
inferred beyond the matters expressly stated herein.

         These opinions may be relied upon by each of you, by any successors and
assigns of the Administrative Agent, the Collateral Agent, the Co-Documentation
Agents, the Documentation Agent, the Syndication Agent and any participant,
assignee or successor to the interests of the Lenders under the Loan Documents.

                                               Very truly yours,

                                               CRENSHAW, DUPREE & MILAM, L.L.P.



                                               ATTORNEYS FOR TEXAS
                                               TELECOMMUNICATIONS, LP and
                                               ALAMOSA PROPERTIES, LP


cc: David Sharbutt, CEO and President
    Texas Telecommunications, LP
    5225 South Loop 289, Suite 120
    Lubbock, TX 79424

<PAGE>

                        FORM OF OPINION OF LOCAL COUNSEL             EXHIBIT B-3

               [Letterhead of DUNCAN, TIGER, TABOR & NIGEL, P.C.]


                                 March 30, 2001



Citicorp USA, Inc.
390 Greenwich Street
New York NY 10013

Addresses:     Citicorp USA, Inc., as Administrative Agent and each of the
               Lenders party to the Amended and Restated Credit Agreement, dated
               as of February 14, 2001, as amended and restated as of March 30,
               2001, by and among Alamosa Holdings, Inc. ("Superholdings"),
               Alamosa (Delaware), Inc. ("Alamosa Delaware"), Alamosa Holdings,
               LLC (the "Borrower"), Export Development Corporation, as
               Co-Documentation agent, First Union National Bank, as
               Documentation agent, Toronto Dominion (Texas), Inc., as
               Syndication Agent, and Citicorp U.S.A., Inc. ("Citicorp"), as the
               Administrative Agent and Collateral Agent, the lenders named
               therein and certain other agents named therein (the "Credit
               Agreement")

Dear Ladies and Gentlemen:

We have acted as local counsel to Washington Oregon Wireless LLC (the "Company")
in connection with the Credit Agreement.

In connection with this opinion, we have examined originals or copies, certified
or otherwise identified to our satisfaction, of the following documents (the
"Loan Documents"):

1.    the Credit Agreement;

2.    the Amended and Restated Guarantee Agreement dated as of February 14,
      2001, as amended and restated as of March 30, 2001, among each of
      Superholdings, Alamosa PCS Holdings, Inc. ("APCS"), Alamosa Delaware, each
      of the subsidiaries of Alamosa Delaware, and the Collateral Agent;

3.    the Amended and Restated Security Agreement dated as of February 14, 2001,
      as amended and restated as of March 30, 2001, among each of Alamosa
      Delaware, the


<PAGE>

      Borrower, and each of the subsidiaries of Alamosa Delaware, in favor of
      the Collateral Agent for the benefit of the Secured Parties; and

4.    the Amended and Restated Pledge Agreement dated as of February 14, 2001,
      as amended and restated as of March 30, 2001, among each of Alamosa
      Delaware, the Borrower, and each of the subsidiaries of Alamosa Delaware,
      in favor of the Collateral Agent for the benefit of the Secured Parties.

We have also examined (i) the Articles of Organization of the Company and its
minute and membership books and (ii) originals or copies of such other
documents, certificates and records, as we have deemed relevant and necessary as
the basis for the opinions hereinafter expressed.

We have assumed the genuineness of all signatures, the authenticity of
documents, certificates and records submitted to us as originals, the
conformity to the originals of all documents, certificates and records
submitted to us as certified or reproduction copies, the legal capacity of all
natural persons executing documents, certificates and records, and the
completeness and accuracy as of the date of this opinion letter of the
information contained in such documents, certificates and records.

This opinion letter is subject to all assumptions, qualifications and
limitations not incon sistent herewith that are described in the Legal Opinion
Accord of the ABA Section of Business Law (1991) at Section 4 ("Reliance by
Opinion Giver on Assumptions"), Section 14 ("Other Common Qualifications"),
Section 16 ("No Violation of Law") and Section 19 ("Specific Legal Issues").

The law covered by the opinions expressed herein is limited to the Federal law
of the United States and the law of the State of Oregon. We express no opinion
with respect to the laws, regulations or ordinances of any county, municipality
or other local governmental agency. We express no opinion with respect to any
law or regulation administered by or relating to the Federal Communication
Commission.

As used in this opinion letter, the expression "to our knowledge" or expressions
of like import means the conscious awareness of facts or other information by
the lawyers in our firm representing the Company in connection with the Loan
Documents. It does not include information that might be revealed if there were
to be undertaken a canvass of all lawyers in all of our offices or a review of
all of our files. Except as otherwise set forth herein, we have not reviewed any
agreements, orders, writs, judgments or decrees or made any inquiry of the
Company.



<PAGE>



Based upon and subject to the foregoing, we are of the opinion that:

1.    The Company is duly organized, validly existing and in good standing under
      the laws of the State of Oregon.

2.    The Company has the limited liability company power and authority to
      execute, deliver and perform all of its obligations under each of the
      Loan Documents to which the Company is a party under the laws of the State
      of Oregon. The execution and delivery of each of the Loan Documents to
      which the Company is a party and the consummation by the Company of the
      transactions contemplated thereby have been duly authorized by all
      requisite limited liability company action on the part of the Company
      under the laws of the State of Oregon. The Company, nor any of its
      property or assets, is entitled to immunity from suit or enforcement of a
      judgment on the ground of sovereignty or otherwise in courts of the State
      of Oregon in respect of proceedings against it in relation to the Loan
      Documents to which the Company is a party and the execution of the Loan
      Documents to which the Company is a party, and performance of its
      obligations under the Loan Documents to which the Company is a party
      constitute private and commercial acts.

3.    The execution, delivery and performance by the Company of each of the Loan
      Documents to which the Company is a party and the performance by the
      Company of its obligations under each of the Loan Documents to which the
      Company is a party, each in accordance with its terms, do not conflict
      with the Operating Agreement of the Company.

4.    Neither the execution, delivery or performance by the Company of the Loan
      Documents to which the Company is a party nor the compliance by the
      Company with the terms and provisions thereof will contravene any
      provision of any Applicable Law of the State of Oregon.

5.    No Oregon Governmental Approval, which has not been obtained or taken and
      is not in full force and effect, is required to authorize, or is required
      in connection with, the execution or delivery by or enforceability against
      the Company of any of the Loan Documents to which the Company is a party.

We are admitted to practice in the State of Oregon. We express no opinion as to
matters under or involving the laws of any jurisdiction other than the laws of
the State of Oregon.

This opinion may be relied may be relied upon by each of you, by any successors
and assigns of the Administrative Agent, the Collateral Agent, the
Co-Documentation Agents, the Syndication Agent and any participant, assignee or
successor to the interests of the Lenders under the Loan Documents.


<PAGE>


As stated above, we limit our opinion to the laws of the State of Oregon and of
the United States of America (as limited in this opinion) presently in effect.
Certain of the Loan Documents to which Company is a party provide that such Loan
Documents are governed by New York law. This opinion assumes that applicable New
York and Washington law is the same as Oregon law and does not purport to cover
New York or Washington law.

This opinion letter is delivered as of its date and without any undertaking to
advise you of any changes of law or fact that occur after the date of this
opinion letter even though the changes may affect a legal analysis or conclusion
or an information confirmation in this opinion letter.

This opinion letter may be relied upon by you and your successors, assigns and
participants pursuant to the Credit Agreement only in connection with the
transaction described in the initial paragraph of this opinion letter and may
not be used or relied upon by you for any other purpose or by any other person
for any purpose whatsoever without, in each instance, our prior written consent.

Very truly yours,



DUNCAN TIGER TABOR & NIEGEL, P.C.

<PAGE>

                        FORM OF OPINION OF LOCAL COUNSEL             EXHIBIT B-3

                          [Letterhead of FOB F. JONES]


                                 March 30, 2001


Addressees:     Citicorp USA, Inc., as Administrative Agent and each of the
                Lenders party to the Amended and Restated Credit Agreement,
                dated as of March 30, 2001, by and among Alamosa Holdings, Inc.,
                ("Superholdigs"), Alamosa (Delaware), Inc., ("Alamosa
                Delaware"), Alamosa Holdings, LLC (the "Borrower"), Citicorp
                U.S.A., Inc. ("Citicorp"), as the Administrative Agent and the
                Collateral Agent, Export Development Corporation as Co-Docu-
                mentation Agent, First Union National Bank, as Documentation
                Agent, Toronto Dominion (Texas), Inc., as Syndication Agent and
                the lenders named therein (the "Amended Credit Agreement")

         We have acted as local counsel to Southwest PCS, L.P., SWGP, L.L.C.,
SWLP, L.L.C., Southwest PCS Properties, LLC and Southwest PCS Licenses, LLC (the
"Companies") in connection with the Amended Credit Agreement. Southwest PCS,
L.P., SWGP, L.L.C., and SWLP, L.L.C., are individually referred to herein as an
"Oklahoma Company" and collectively as the "Oklahoma Companies."

         In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the following
documents (the "Loan Documents"):

       i.     the Amended Credit Agreement;

      ii.     the Guarantee Agreement, dated as of February 14, 2001, and the
              Supplement thereto, dated as of the date hereof, among each of
              Superholdings, Alamosa PCS Holdings, Inc., ("APCS"), Alamosa
              Delaware, each of the subsidiaries of Alamosa Delaware, the
              lenders from time to time thereto and Citicorp, as Collateral
              Agent;

     iii.     the Amended and Restated Security Agreement, dated as of the date
              hereof, among each of Alamosa Delaware, the Borrower, each of the
              subsidiaries of Alarnosa Delaware, the lenders from time to time
              thereto and Citicorp, as Collateral Agent;


<PAGE>

      iv.     the Amended and Restated Pledge Agreement, dated as of the date
              hereof, among each of Alamosa Delaware, the Borrower, each of the
              subsidiaries of Alamosa Delaware, the lenders from time to time
              thereto and Citicorp, as Collateral Agent; and

       v.     unfiled, but signed copies of financing statements naming each of
              the Companies, as debtor and "Citicorp USA, Inc., as collateral
              agent", as secured party (the "Financing Statements").

         1. The Oklahoma Companies are duly organized, validly existing and in
good standing under the laws of the State of Oklahoma.

         2. The Oklahoma Companies have the limited liability company power or
limited partnership power, as applicable, and authority to execute, deliver and
perform all of its obligations under each of the Loan Documents to which it is a
party under the laws of the State of Oklahoma. The execution and delivery of
each of the Loan Documents and the consummation by the Oklahoma Companies of the
transactions contemplated thereby have been duly authorized by all requisite
limited liability company or limited partnership, as applicable, action on the
part of the Oklahoma Companies under the laws of the State of Oklahoma. None of
the Oklahoma Companies, nor any of their property or assets, is entitled to
immunity from suit or enforcement of a judgment on the ground of sovereignty or
otherwise in courts of the State of Oklahoma in respect of proceedings against
it in relation to the Loan Documents and the execution of the Loan Documents,
and performance of its obligations under the Loan Documents constitute private
and commercial acts.

         3. The execution, delivery and performance by the Oklahoma Companies of
each of the Loan documents and the performance by the Oklahoma Companies of its
obligations under each of the Loan Documents, each in accordance with its
terms, do not conflict with the Partnership Agreement or Operating Agreement,
as applicable, of the Oklahoma Companies.

         4. Neither the execution, delivery or performance by the Oklahoma of
the Loan Documents to which it is a party nor the compliance by the Oklahoma
Companies with the terms and provisions thereof will contravene any provision of
any Applicable Law of the State of Oklahoma.

         5. No Oklahoma Governmental Approval, which has not been obtained or
taken and is not in full force and effect, is required to authorized, or is
required in connection with, the execution or delivery by or enforceability
against the Oklahoma Companies of any of the Loan Documents to which it is a
party.


<PAGE>

         6. The Financing Statements are in appropriate form for filing in the
Oklahoma County Clerk Central Filing Division (the "Filing Office"). With
respect to that portion of the Collateral as to which the filing of a financing
statement is a permissible method of perfection (the "UCC Filing Collateral"),
the security interest in favor of the Collateral Agent for the benefit of the
Secured Parties in that portion of the UCC Filing Collateral which is described
in the Financing Statements will be perfected upon filing of the Financing
Statements in the Filing Office.

         We are admitted to practice in the State of Oklahoma. We express no
opinion as to matters under or involving the laws of any jurisdiction other than
the laws of the State of Oklahoma.

         This opinion may be relied upon by each of you, by any successors and
assigns of the Administrative Agent, the Collateral Agent, the Co-Documentation
Agent, the Documentation Agent, the Syndication Agent and any participant,
assignee or successor to the interests of the Lenders under the Loan Documents.

<PAGE>

                        FORM OF OPINION OF LOCAL COUNSEL             EXHIBIT B-3

                     [Letterhead of ARMSTRONG TEASDALE LLP]


                                 March 30, 2001




To:  Citicorp USA, Inc., as Administrative Agent
and each of the Lenders party to the Amended and
Restated Credit Agreement, dated as of February 14,
2001, as amended and restated as of March 30, 2001,
by and among Alamosa Holdings, Inc. ("Superholdings"),
Alamosa (Delaware), Inc. ("Alamosa Delaware"),
Alamosa Holdings, LLC (the "Borrower"), 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. ("Citicorp"), as the Administrative
Agent and the Collateral Agent, the lenders named therein
and certain other agents named therein (the "Credit Agreement").

Dear Sirs:

         We have acted as local counsel to Roberts Wireless Communications LLC
and Robert Wireless Properties LLC (the "Companies") in connection with the
Credit Agreement.

         In connection with this opinion, we have examined draft copies,
certified or otherwise identified to our satisfaction, of the following
documents (the "Loan Documents"):

         1. The Credit Agreement;

         2. The Amended and Restate Guarantee Agreement dated as of February 14,
2001, as amended and restated as of March 30, 2001, among each of Superholdings,
Alamosa PCS Holdings, Inc. ("APCS"), Alamosa Delaware, the Subsidiary Guarantors
(as defined therein) and the Collateral Agent;

<PAGE>

         3. The Amended and Restated Security Agreement dated as of February 14,
2001, as amended and restated as of March 30, 2001, among each of Alamosa
Delaware, the Borrower and each of the subsidiaries of Alamosa Delaware in favor
of the Collateral Agent for the benefit of the Secured Parties (as defined in
the Credit Agreement) (the "Security Agreement");

         4. The Amended and Restated Pledge Agreement dated as of February 14,
2001, as amended and restated as of March 30, 2001, among each of Alamosa
Delaware, the Borrower and each of the subsidiaries of Alamosa Delaware in favor
of the Collateral Agent for the benefit of the Secured Parties (as defined in
the Credit Agreement); and

         5. The Amended and Restated Indemnity, Subrogation and Contribution
Agreement dated as of February 14, 2001, as amended and restated as of March
30, 2001, among each of Superholdings, APCS, Alamosa Delaware, the Borrower and
each of the subsidiaries of Alamosa Delaware in favor of the Collateral Agent
for the benefit of the Secured Parties (as defined in the Credit Agreement).

         In rendering the opinions expressed below, we have assumed, with your
consent, and without independent investigation, examination or inquiry:

         1.    That all blanks appearing in the Loan Documents submitted to us
               for review will be completed and executed by the requisite
               parties thereto and that as so completed will contain nothing
               that would in any way alter our opinion as set forth in this
               letter, that all attachments, annexes, exhibits, schedules and
               supplements referenced in but missing from the Loan Documents
               submitted to us for review will be completed and attached and as
               so completed and attached will contain nothing that would in any
               way alter our opinion, and that there have been no material
               modifications or alterations to the Loan Documents from the form
               delivered to us for review;

         2.    the conformity to authentic originals of the documents or parts
               of the documents submitted to us as certified, conformed or
               photostatic copies, forms or drafts, and the authenticity of such
               originals of such latter documents;

         3.    the authenticity of all documents submitted to us as originals;

         4.    other than with respect to the Companies, that each entity party
               to a Loan Document is duly formed, validly existing and in good
               standing under the laws of the state of such entity's formation
               and is qualified to transact business and is in good standing in
               those states in which such party owns property and does business;

<PAGE>

         5.    other than with respect to the Companies, that each of the
               parties to the Loan Documents has the requisite power and
               authority and has taken all requisite action(s) duly to execute
               and deliver the Loan Documents, enter into and perform such
               party's obligations under the Loan Documents and to conduct such
               party's business in the manner contemplated by the Loan
               Documents;

         6.    the capacity of all natural persons executing the Loan Documents;

         7.    that the Loan Documents constitute the legal, valid and binding
               obligations of each and all of the parties thereto under the
               governing law of the Loan Documents, and are enforceable against
               each of such parties thereto in accordance with their respective
               terms;

         8.    that the laws of any jurisdiction other than the State of
               Missouri (the "State") which may govern the Loan Documents are
               not inconsistent with the laws of the State in any manner
               material to this opinion; and

         9.    That the respective Operating Agreements of the Companies have
               not been amended since we last reviewed them on February 14,
               2001.

         Based upon our review of the Loan Documents and such other records,
instruments, agreements, certificates, documents and matters as we deem
relevant or material to this opinion, and subject to the qualifications
contained herein, we are of the opinion, as of the date hereof, as follows:

         1.    The Companies are duly organized, validly existing and in good
               standing under the laws of the State.

         2.    The Companies have the limited liability company power and
               authority to execute, deliver and perform all of their respective
               obligations under each of the Loan Documents to which they are a
               party under the laws of the State. The execution and delivery of
               each of the Loan Documents and the consummation by the Companies
               of the transactions contemplated thereby have been duly
               authorized by all requisite limited liability company action on
               the part of the Companies under the laws of the State. None of
               the Companies, nor any of their property or assets, is entitled
               to immunity from suit or enforcement of a judgment on the ground
               of sovereignty or otherwise in courts of the State in respect of
               proceedings against it in relation to the Loan Documents and the
               execution of the Loan Documents, and performance of its
               obligations under the Loan Documents constitute private and
               commercial acts.

<PAGE>

         3.    The execution, delivery and performance by the Companies of each
               of the Loan Documents and the performance by the Companies of
               their respective obligations under each of the Loan Documents,
               each in accordance with its terms, do not conflict with the
               Operating Agreements of the Companies.

         4.    Neither the execution, delivery or performance by the Companies
               of the Loan Documents to which they are a party nor the
               compliance by the Companies of with the terms and provisions
               thereof will contravene any provision of any applicable law of
               the State.

         5.    No Missouri governmental approval, which has not been obtained or
               taken and is not in full force and effect is required to
               authorize, or is required in connection with, the execution and
               delivery by the Companies of any of the Loan Documents to which
               they are a party.

         We are admitted to practice in the State of Missouri. We express no
opinion as to matters under or involving the laws of any jurisdiction other that
the laws of the State of Missouri.

         This opinion may be relied upon by each of you, by any successors and
assigns of the Administrative Agent, the Collateral Agent, the Co-Documentation
Agent under the Loan Documents and any participant, assignee or successor to the
interest of the Lenders under the Loan Documents. This letter is limited to the
specific issues addressed herein and the opinions rendered above are limited in
all respects to laws and facts existing on the date hereof. By rendering this
opinion, we do not undertake to advise you with respect to any other matter or
of any change in such laws or facts or in the interpretations of such laws which
may occur after the date hereof. We express no opinion as to circumstances or
events that may occur subsequent to such date, and we assume no, and hereby
disclaim any, responsibility to supplement this opinion letter with respect to
matters occurring at any later date.


                                                     Sincerely,



<PAGE>


                                                                       Exhibit C



                           AMENDED AND RESTATED GUARANTEE AGREEMENT dated as of
                           February 14, 2001, as amended and restated as of
                           March 30, 2001, among Alamosa Holdings, Inc, a
                           Delaware corporation ("Superholdings"), Alamosa PCS
                           Holdings, Inc., a wholly owned subsidiary of
                           Superholdings and a Delaware corporation ("APCS"),
                           Alamosa (Delaware), Inc., a wholly owned subsidiary
                           of APCS and a Delaware corporation ("Alamosa
                           Delaware"), each of the subsidiaries of Alamosa
                           Delaware listed on Schedule I hereto (each
                           individually, a "Subsidiary Guarantor" and
                           collectively, the "Subsidiary Guarantors"; the
                           Subsidiary Guarantors, Alamosa Delaware, APCS and
                           Superholdings are referred to collectively herein as
                           the "Guarantors") and Citicorp USA, Inc. 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 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 Superholdings, 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. Capitalized terms used herein and not
defined herein shall have the meanings assigned to such terms in the Credit
Agreement.

                  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 the Guarantors acknowledges that it
will derive substantial benefit from the making of the Loans by the Lenders and
the issuance of the Letters of Credit by the Issuing Bank. The obligations of
the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit are
conditioned on, among other things, the execution and delivery by the Guarantors
of a Guarantee Agreement in the form hereof. As consideration therefor and in
order to induce the Lenders to make Loans and the Issuing Bank to issue Letters
of Credit, the Guarantors are willing to execute this Agreement.

                  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 Guarantee Agreement dated as of February 14, 2001, among the
Guarantors party thereto and the Collateral Agent.

                  Accordingly, the parties hereto agree as follows:

                  SECTION 1. Guarantee. Each Guarantor unconditionally
guarantees, jointly with the other Guarantors and severally, as a primary
obligor and not merely as a surety, (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,


<PAGE>

                                                                               2


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 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 (or on the Original
Effective Date, in the case of 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"). Each Guarantor further
agrees that the Obligations may be extended or renewed, in whole or in part,
without notice to or further assent from it, and that it will remain bound upon
its guarantee notwithstanding any extension or renewal of any Obligation.

                  Anything contained in this Agreement to the contrary
notwithstanding, the obligations of each Subsidiary Guarantor hereunder shall be
limited to a maximum aggregate amount equal to the greatest amount that would
not render such Subsidiary Guarantor's obligations hereunder subject to
avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11
of the United States Code or any provisions of applicable state law
(collectively, the "Fraudulent Transfer Laws"), in each case after giving effect
to all other liabilities of such Guarantor, contingent or otherwise, that are
relevant under the Fraudulent Transfer Laws (specifically excluding, however,
any liabilities of such Subsidiary Guarantor (a) in respect of intercompany
indebtedness to the Borrower or Affiliates of the Borrower and (b) under any
Guarantee of senior unsecured indebtedness or Indebtedness subordinated in right
of payment to the Obligations which Guarantee contains a limitation as to
maximum amount similar to that set forth in this paragraph, pursuant to which
the liability of such Subsidiary Guarantor hereunder is included in the
liabilities taken into account thereunder in determining such maximum amount)
and after giving effect as assets to the value (as determined under the
applicable provisions of the Fraudulent Transfer Laws) of any rights to
subrogation, contribution, reimbursement, indemnity or similar rights of such
Subsidiary Guarantor pursuant to (i) applicable law or (ii) any agreement
providing for an equitable allocation among such Subsidiary Guarantor and other
Affiliates of the Borrower of obligations arising under Guarantees by such
parties (including the Indemnity, Subrogation and Contribution Agreement).

                  SECTION 2. Obligations Not Waived. To the fullest extent
permitted by applicable law, each Guarantor waives presentment to, demand of
payment from and protest to the Borrower of any of the Obligations, and also
waives notice of acceptance of its guarantee and notice of protest for
nonpayment. To the fullest extent permitted by applicable law, the obligations
of each Guarantor hereunder shall not be affected by (a) the failure of the
Collateral Agent or any other Secured Party to assert any claim or demand or to
enforce or exercise any right or remedy against the Borrower or any other
Guarantor under the provisions of the Credit Agreement, any other Loan Document
or otherwise, (b) any extension, renewal or increase of or in any of the
Obligations, (c) any rescission, waiver, amendment or modification of, or any
release from any of the terms or provisions of this Agreement, any other Loan
Document, any Guarantee or any other agreement or instrument, including with
respect to any other Guarantor under this Agreement, (d) the failure to perfect
any security interest in, or the release of, any of the security held by or on
behalf of the Collateral Agent or any other Secured Party or (e) the failure or
delay of any Secured Party to exercise any right or remedy against any other
guarantor of the Obligations.


<PAGE>

                                                                               3


                  SECTION 3. Security. Each of the Guarantors authorizes the
Collateral Agent and each of the other Secured Parties to (a) take and hold
security for the payment of this Guarantee and the Obligations and exchange,
enforce, waive and release any such security, (b) apply such security and direct
the order or manner of sale thereof as they in their sole discretion may
determine and (c) release or substitute any one or more endorsees, other
guarantors of other obligors.

                  SECTION 4. Guarantee of Payment. Each Guarantor further agrees
that its guarantee constitutes a guarantee of payment when due and not of
collection, and waives any right to require that any resort be had by the
Collateral Agent or any other Secured Party to any of the security held for
payment of the Obligations or to any balance of any deposit account or credit on
the books of the Collateral Agent or any other Secured Party in favor of the
Borrower or any other person.

                  SECTION 5. No Discharge or Diminishment of Guarantee. The
obligations of each Guarantor hereunder shall not be subject to any reduction,
limitation, impairment or termination for any reason (other than the
indefeasible payment in full in cash of the Obligations), including any claim of
waiver, release, surrender, alteration or compromise of any of the Obligations,
and shall not be subject to any defense or setoff, counterclaim, recoupment or
termination whatsoever by reason of the invalidity, illegality or
unenforceability of the Obligations or otherwise. Without limiting the
generality of the foregoing, the obligations of each Guarantor hereunder shall
not be discharged or impaired or otherwise affected by the failure of the
Collateral Agent or any other Secured Party to assert any claim or demand or to
enforce any remedy under the Credit Agreement, any other Loan Document, any
Guarantee or any other agreement or instrument, by any waiver or modification of
any provision of any thereof, by any default, failure or delay, wilful or
otherwise, in the performance of the Obligations, or by any other act, omission
or delay to do any other act that may or might in any manner or to any extent
vary the risk of any Subsidiary Guarantor or that would otherwise operate as a
discharge of each Guarantor as a matter of law or equity (other than the
indefeasible payment in full in cash of all the Obligations) or which would
impair or eliminate any right of such Guarantor to subrogation.

                  SECTION 6. Defenses of the Borrower Waived. To the fullest
extent permitted by applicable law, each of the Guarantors waives any defense
based on or arising out of any defense of the Borrower or the unenforceability
of the Obligations or any part thereof from any cause, or the cessation from any
cause of the liability of the Borrower, other than the final and indefeasible
payment in full in cash of the Obligations. The Collateral Agent and the other
Secured Parties may, at their election, foreclose on any security held by one or
more of them by one or more judicial or nonjudicial sales, accept an assignment
of any such security in lieu of foreclosure, compromise or adjust any part of
the Obligations, make any other accommodation with the Borrower or any other
guarantor or exercise any other right or remedy available to them against the
Borrower or any other guarantor, without affecting or impairing in any way the
liability of any Guarantor hereunder except to the extent the Obligations have
been fully, finally and indefeasibly paid in cash. Pursuant to applicable law,
each of the Guarantors waives any defense arising out of any such election even
though such election operates, pursuant to applicable law, to impair or to
extinguish any right of reimbursement or subrogation or other right or remedy of
such Guarantor against the Borrower or any other Guarantor or guarantor, as the
case may be, or any security.

                  SECTION 7. Agreement to Pay; Subordination. In furtherance of
the foregoing and not in limitation of any other right that the Collateral Agent
or any other Secured Party has at law or in equity against any Guarantor by
virtue hereof, upon the failure of the Borrower or any other Loan Party to pay
any Obligation when and as the same shall become due, whether at maturity, by
acceleration, after notice of prepayment or otherwise, each Guarantor hereby
promises to and will forthwith pay, or cause to be paid, to the Collateral Agent
or such other Secured Party as designated thereby in cash the amount of such
unpaid Obligations. Upon


<PAGE>


                                                                               4


payment by any Guarantor of any sums to the Collateral Agent or any Secured
Party as provided above, all rights of such Guarantor against the Borrower
arising as a result thereof by way of right of subrogation, contribution,
reimbursement, indemnity or otherwise shall in all respects be subordinate and
junior in right of payment to the prior indefeasible payment in full in cash of
all the Obligations. If any amount shall erroneously be paid to any Guarantor on
account of such subrogation, contribution, reimbursement, indemnity or similar
right, such amount shall be held in trust for the benefit of the Secured Parties
and shall forthwith be paid to the Collateral Agent to be credited against the
payment of the Obligations, whether matured or unmatured, in accordance with the
terms of the Loan Documents.

                  SECTION 8. Information. Each of the Guarantors assumes all
responsibility for being and keeping itself informed of the Borrower's financial
condition and assets, and of all other circumstances bearing upon the risk of
nonpayment of the Obligations and the nature, scope and extent of the risks that
such Guarantor assumes and incurs hereunder, and agrees that none of the
Collateral Agent or the other Secured Parties will have any duty to advise any
of the Guarantors of information known to it or any of them regarding such
circumstances or risks.

                  SECTION 9. Representations and Warranties. Each of the
Guarantors represents and warrants as to itself that all representations and
warranties relating to it contained in the Credit Agreement are true and
correct.

                  SECTION 10. Termination. The Guarantees made hereunder (a)
shall terminate when all the Obligations have been 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 or (ii) with respect to any
Subsidiary permitted to be released from its obligations pursuant to Section
9.14 of the Credit Agreement, as provided in such Section and (b) shall continue
to be effective or be reinstated, as the case may be, if at any time payment, or
any part thereof, of any Obligation is rescinded or must otherwise be restored
by any Secured Party or any Guarantor upon the bankruptcy or reorganization of
the Borrower, any Guarantor or otherwise.

                  SECTION 11. 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 the Guarantors
that are contained in this Agreement shall bind and inure to the benefit of each
party hereto and their respective successors and assigns. This Agreement shall
become effective as to any Guarantor when a counterpart hereof executed on
behalf of such Guarantor 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 Guarantor and the Collateral Agent and
their respective successors and assigns, and shall inure to the benefit of such
Guarantor, the Collateral Agent and the other Secured Parties, and their
respective successors and assigns, except that no Guarantor shall have the right
to assign its rights or obligations hereunder or any interest herein (and any
such attempted assignment shall be void). If all of the capital stock of a
Guarantor is sold, transferred or otherwise disposed of (other than to an
Affiliate of the Borrower) pursuant to a transaction permitted by Section 6.05
of the Credit Agreement, such Guarantor 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 Guarantor and may be amended,
modified, supplemented, waived or released with respect to any Guarantor without
the approval of any other Guarantor and without affecting the obligations of any
other Guarantor hereunder.

                  SECTION 12. 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


<PAGE>


                                                                               5


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 provision of this Agreement or consent to any
departure by any Guarantor 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 Subsidiary Guarantor in any case shall entitle
such Subsidiary Guarantor 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 a written agreement entered into
between the Subsidiary Guarantors with respect to which such waiver, amendment
or modification relates and the Collateral Agent, with the prior written consent
of the Required Lenders (except as otherwise provided in the Credit Agreement).

                  SECTION 13. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                  SECTION 14. 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 each Guarantor shall be
given to it at its address set forth in Schedule I, with a copy to the Borrower.

                  SECTION 15. Survival of Agreement; Severability. (a) All
covenants, agreements, representations and warranties made by the Guarantors
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 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 principal of or any accrued interest on
any Loan or any other Obligation or any other fee or amount payable by the
Borrower 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
have not been terminated.

                  (b) In the event any one or more of the provisions contained
in this Agreement or in any other Loan Document should be held invalid, illegal
or unenforceable in any respect, the validity, legality and enforceability of
the remaining provisions contained herein and therein 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 16. Counterparts. This Agreement may be executed in
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 11. Delivery of an executed signature page to this Agreement
by facsimile transmission shall be as effective as delivery of a manually
executed counterpart of this Agreement.

                  SECTION 17. Rules of Interpretation. The rules of
interpretation specified in Sections 1.03 and 1.04 of the Credit Agreement shall
be applicable to this Agreement.



<PAGE>

                                                                               6


                  SECTION 18. Jurisdiction; Consent to Service of Process. (a)
Each Guarantor 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 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 Guarantor or its properties in the courts of any jurisdiction.

                  (b) Each Guarantor 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 14. 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 19. 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 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 19.

                  SECTION 20. Additional Subsidiary Guarantors. Pursuant to
Section 5.12 of the Credit Agreement, certain Subsidiary Loan Parties that were
not in existence or not Subsidiary Loan Parties on the date of the Credit
Agreement are required to enter into this Agreement as a Subsidiary Guarantor
upon becoming a Subsidiary Loan Party. Upon execution and delivery after the
date hereof by the Collateral Agent and such a Subsidiary of an instrument in
the form of Annex 1, such Subsidiary Loan Party shall become a Subsidiary
Guarantor hereunder with the same force and effect as if originally named as a
Subsidiary Guarantor herein. The execution and delivery of any instrument adding
an additional Subsidiary Guarantor as a party to this Agreement shall not
require the consent of any other Guarantor hereunder. The rights and obligations
of each Guarantor hereunder shall remain in full force and effect
notwithstanding the addition of any new Subsidiary Guarantor as a party to this
Agreement.

                  SECTION 21. Right of Setoff. If an Event of Default shall have
occurred and be continuing, each Secured Party 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


<PAGE>

                                                                               7


or demand, provisional or final) at any time held and other Indebtedness at any
time owing by such Secured Party to or for the credit or the account of any
Subsidiary Guarantor against any or all the obligations of such Subsidiary
Guarantor now or hereafter existing under this Agreement and the other Loan
Documents held by such Secured Party, irrespective of whether or not such
Secured Party shall have made any demand under this Agreement or any other Loan
Document and although such obligations may be unmatured. The rights of each
Secured Party under this Section 21 are in addition to other rights and remedies
(including other rights of setoff) which such Secured Party may have.


<PAGE>


                                                                               8


                  IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.



                                      ALAMOSA HOLDINGS, INC.,

                                       by
                                          --------------------------------------
                                           Name:
                                           Title:


                                      ALAMOSA PCS HOLDINGS, INC.,

                                       by
                                          --------------------------------------
                                           Name:
                                           Title:


                                      ALAMOSA (DELAWARE), INC.,

                                       by
                                          --------------------------------------
                                           Name:
                                           Title:


                                      EACH OF THE SUBSIDIARY GUARANTORS LISTED
                                      ON SCHEDULE I HERETO EXCEPT ALAMOSA
                                      LIMITED, LLC,

                                       by
                                          --------------------------------------
                                           Name:
                                           Title: Authorized Signatory


                                      ALAMOSA LIMITED, LLC,

                                       by
                                          --------------------------------------
                                           Name:
                                           Title:


                                      CITICORP USA, INC., as Collateral Agent,

                                       by
                                          --------------------------------------
                                           Name:
                                           Title:


<PAGE>


                                                               Schedule I to the
                                                             Guarantee Agreement












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


<PAGE>


SUBSIDIARY GUARANTOR                               ADDRESS
--------------------                               -------

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


<PAGE>

                                                                  Annex 1 to the
                                                             Guarantee Agreement
                                  SUPPLEMENT NO.  dated as of   , to the Amended


                           and Restated Guarantee Agreement dated as of February
                           14, 2001, as amended and restated as of March 30,
                           2001 (the "Guarantee Agreement"), among Alamosa
                           Holdings, Inc., a Delaware corporation
                           ("Superholdings"), Alamosa PCS Holdings, Inc., a
                           wholly owned subsidiary of Superholdings and a
                           Delaware corporation ("APCS"), Alamosa (Delaware),
                           Inc., a wholly owned subsidiary of APCS and a
                           Delaware corporation ("Alamosa Delaware"), each of
                           the subsidiaries of Alamosa Delaware listed on
                           Schedule I thereto (each individually, a "Subsidiary
                           Guarantor" and collectively, the "Subsidiary
                           Guarantors"; the Subsidiary Guarantors, Alamosa
                           Delaware, APCS and Superholdings are referred to
                           collectively herein as the "Guarantors") and Citicorp
                           USA, Inc., 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 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 Superholdings, Alamosa Delaware, Alamosa Holdings,
LLC, a Delaware limited liability company (the "Borrower"), Export Development
Corporation, as Co-Documentation Agent, First Union National Bank, as
Documentation Agent, Toronto Dominion (Texas), Inc., as Syndication Agent, the
lenders from time to time party thereto (the "Lenders") and Citicorp USA, Inc.,
as Administrative Agent and Collateral Agent.

                  B. Capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to such terms in the Guarantee Agreement
and the Credit Agreement.

                  C. The Guarantors have entered into the Guarantee Agreement in
order to induce the Lenders to make Loans and the Issuing Bank to issue Letters
of Credit under the Credit Agreement. Pursuant to Section 5.12 of the Credit
Agreement, certain Subsidiary Loan Parties that were not in existence or not a
Subsidiary Loan Party on the date of the Credit Agreement are required to enter
into the Guarantee Agreement as a Subsidiary Guarantor upon becoming a
Subsidiary Loan Party. Section 20 of the Guarantee Agreement provides that
additional Subsidiary Loan Parties may become Subsidiary Guarantors under the
Guarantee Agreement by execution and delivery of an instrument in the form of
this Supplement. The undersigned Subsidiary Loan Party (the "New Subsidiary
Guarantor") is executing this Supplement in accordance with the requirements of
the Credit Agreement to become a Subsidiary Guarantor under the Guarantee
Agreement in order to induce the Lenders to make Loans and the Issuing Bank to
issue Letters of Credit and as consideration for Loans previously made and
Letters of Credit previously issued.

                  Accordingly, the Collateral Agent and the New Subsidiary
Guarantor agree as follows:

                  SECTION 1. In accordance with Section 20 of the Guarantee
Agreement, the New Subsidiary Guarantor by its signature below becomes a
Subsidiary Guarantor under the Guarantee Agreement with the same force and
effect as if originally named therein as a Subsidiary Guarantor and the New
Subsidiary Guarantor hereby (a) agrees to all the terms and provisions of the
Guarantee Agreement applicable to it as a Subsidiary Guarantor thereunder and
(b) represents and warrants that the representations and warranties made by it
as a Subsidiary Guarantor thereunder are true and correct on and as of the date
hereof. Each reference to a "Guarantor" in the Guarantee Agreement shall be
deemed to include the New Subsidiary Guarantor. The Guarantee Agreement is
hereby incorporated herein by reference.



<PAGE>


                                                                               2


                  SECTION 2. The New Subsidiary Guarantor 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 Subsidiary Guarantor 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 executed
counterpart of this Supplement.

                  SECTION 4. Except as expressly supplemented hereby, the
Guarantee Agreement shall remain in full force and effect.

                  SECTION 5.  THIS SUPPLEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                  SECTION 6. 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 Guarantee Agreement shall not in any way be affected
or impaired thereby (it being understood that the invalidity of a particular
provision hereof 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 7. All communications and notices hereunder shall be
in writing and given as provided in Section 14 of the Guarantee Agreement. All
communications and notices hereunder to the New Subsidiary Guarantor shall be
given to it at the address set forth under its signature below, with a copy to
the Borrower.

                  SECTION 8. The New Subsidiary Guarantor agrees to reimburse
the Collateral Agent for its reasonable out-of-pocket expenses in connection
with this Supplement, including the reasonable fees, disbursements and other
charges of counsel for the Collateral Agent.


<PAGE>


                                                                               3


                  IN WITNESS WHEREOF, the New Subsidiary Guarantor and the
Collateral Agent have duly executed this Supplement to the Guarantee Agreement
as of the day and year first above written.


                                      [Name Of New Subsidiary Guarantor],

                                       by
                                          --------------------------------------
                                          Name:
                                          Title:
                                          Address:


                                      CITICORP USA, INC., as Collateral Agent,

                                       by
                                          --------------------------------------
                                          Name:
                                          Title:


<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  /s/ Kendall Cowan
                                        -------------------------------
                                        Name:
                                        Title:



                                   ALAMOSA (DELAWARE), INC.,

                                     by   /s/ Kendall Cowan
                                        -------------------------------
                                        Name:
                                        Title:



                                   ALAMOSA HOLDINGS, LLC,

                                     by   /s/ Kendall Cowan
                                        -------------------------------
                                        Name:
                                        Title:



                                   CITICORP USA, INC., individually and
                                   as Administrative Agent,

                                     by   /s/ J. Douglas Harvey
                                        -------------------------------
                                        Name:   J. Douglas Harvey
                                        Title:  Managing Director



<PAGE>

                                                                               5




                                   CITICORP NORTH AMERICA, INC.,



                                     by   /s/ J. Douglas Harvey
                                        -------------------------------
                                        Name:   J. Douglas Harvey
                                        Title:  Managing Director

















<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:   TORONTO DOMINION (TEXAS), INC.
                                                -------------------------------

                                             by   /s/ Alva J. Jones
                                                -------------------------------
                                                Name:   Alva J. Jones
                                                Title:  Vice President





<PAGE>


                                                               SIGNATURE PAGE to
                                                     FIRST AMENDMENT AND WAIVER,
                                                         dated as of May 8, 2001
                                                        to ALAMOSA HOLDINGS, LLC
                                           AMENDED AND RESTATED CREDIT AGREEMENT








                                             EXPORT DEVELOPMENT CORPORATION:

                                             By   /s/ Luisa Rebolledo
                                                -------------------------------
                                                Name:   Luisa Rebolledo
                                                Title:  Loan Asset Manager

                                             By   /s/ Sadig Raza
                                                -------------------------------
                                                Name:   Sadig Raza
                                                Title:  Loan Asset Manager




<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:   FIRST UNION NATIONAL BANK
                                                -------------------------------

                                             by   /s/ Franklin M. Wessinger
                                                -------------------------------
                                                Name:   Franklin M. Wessinger
                                                Title:  Senior Vice President

<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:  THE BANK OF NOVA SCOTIA
                                                -------------------------------

                                             by   /s/ Stephen C. Levi
                                               -------------------------------
                                                Name:   Stephen C. Levi
                                                Title:  Authorized Signatory

<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:    COBANK, ACB
                                                -------------------------------

                                             by   /s/ Anita Youngblut
                                                -------------------------------
                                                Name:   Anita Youngblut
                                                Title:  Vice President

<PAGE>







                                                               SIGNATURE PAGE to
                                                     FIRST AMENDMENT AND WAIVER,
                                                         dated as of May 8, 2001
                                                        to ALAMOSA HOLDINGS, LLC
                                           AMENDED AND RESTATED CREDIT AGREEMENT








                           EXPORT DEVELOPMENT CORPORATION:

                           Name of Institution:  FORTIS CAPITAL CORP.
                                                -------------------------------

                                             by   /s/ Alan E. McLintock
                                                -------------------------------
                                                Name:   Alan E. McLintock
                                                Title:  Managing Director

                           Name of Institution:  FORTIS CAPITAL CORP.
                                                -------------------------------

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







<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:  GENERAL ELECTRIC CAPITAL CORPORATION
                                          -------------------------------

                                       by   /s/ Brian P. Ward
                                          -------------------------------
                                          Name:   Brian P. Ward
                                          Title:  Manager-Operations

<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:   SOCIETE GENERALE
                                                -------------------------------

                                             by   /s/ John Sadik-Khan
                                                -------------------------------
                                                Name:   John Sadik-Khan
                                                Title:  Managing Director


<PAGE>


                                                               SIGNATURE PAGE to
                                                     FIRST AMENDMENT AND WAIVER,
                                                         dated as of May 8, 2001
                                                        to ALAMOSA HOLDINGS, LLC
                                           AMENDED AND RESTATED CREDIT AGREEMENT








                           EXPORT DEVELOPMENT CORPORATION:

              Name of Institution:   WESTDEUTSCHE LANDESBANK GIROZENTRALE
                                   -------------------------------

                                by   /s/ Cyril Derneloy
                                   -------------------------------
                                   Name:   Cyril Derneloy
                                   Title:  Associate Director


              Name of Institution:   WESTDEUTSCHE LANDESBANK GIROZENTRALE
                                   -------------------------------

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









<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:   FRANKLIN FLOATING RATE TRUST
                                                -------------------------------

                                             by   /s/ Chauncey Lufkin
                                                -------------------------------
                                                Name:   Chauncey Lufkin
                                                Title:  Vice President

<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:  IBM CREDIT CORP.
                                                -------------------------------

                                             by   /s/ Ronald J. Bachner
                                                -------------------------------
                                                Name:   Ronald J. Bachner
                                                Title:  Manager, Commercial and
                                                        Vendor Financing Sales
                                                        Americas

<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:   FRANKLIN FLOATING RATE MASTER SERIES
                                        -------------------------------

                                     by   /s/ Chauncey Lufkin
                                        -------------------------------
                                        Name:   Chauncey Lufkin
                                        Title:  Vice President

<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:  OPPENHEIMER SENIOR FLOATING RATE FUND
                                     -------------------------------

                                  by   /s/ David Foxhoren
                                     -------------------------------
                                     Name:   David Foxhoren
                                     Title:  A.V.P.




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>4
<FILENAME>file004.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
June 8, 2001






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>5
<FILENAME>file005.txt
<DESCRIPTION>CONSENT OF ALDRICH, KILBRIDE & TATONE, LLP
<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 & Tatone LLP

                                             /s/ Aldrich Kilbride & Tatone LLP


Salem, Oregon
June 8, 2001




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.3
<SEQUENCE>6
<FILENAME>file006.txt
<DESCRIPTION>CONSENT OF 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 Roberts 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
June 8, 2001



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.5
<SEQUENCE>7
<FILENAME>file007.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.


/s/ PricewaterhouseCoopers LLP
------------------------------
PricewaterhouseCoopers LLP

Dallas, Texas
June 8, 2001



</TEXT>
</DOCUMENT>
</SUBMISSION>
