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<TEXT>

<PAGE>
                      As Filed Pursuant to Rule 424(b)(3)
                           Registration No. 333-60572

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 JULY 10, 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          and not withdrawn prior to the expiration of the exchange offer.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 June 11, 2001.
<PAGE>
















                      [THIS PAGE INTENTIONALLY LEFT BLANK]


<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 July 10, 2001, 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 the expiration
                                 of the exchange offer. 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;

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<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 July 10, 2001,
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.

                               22
<PAGE>
   We will give oral or written notice of any extension, delay,
non-acceptance, termination or amendment as promptly as practicable by a
public announcement, and in the case of an extension, no later than 9:00
a.m., New York City time, on the next business day after the previously
scheduled expiration date.

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

HOW TO TENDER NOTES FOR EXCHANGE

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

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

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

   In addition, either:

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

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

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

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

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

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

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

   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

                               23
<PAGE>
accompanied by a written instrument or instruments of transfer or exchange,
in satisfactory form as determined by us in our sole discretion, duly
executed by the registered holder with the holder's signature guaranteed by
an eligible institution.

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

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

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

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

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

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

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

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

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

   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

                               24
<PAGE>
exchange agent, with written confirmation of any oral notice to be given
promptly thereafter. See "--Conditions to the Exchange Offer" for a
discussion of the conditions that must be satisfied before we accept any
notes for exchange.

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

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

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

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

   o      all other required documents.

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

BOOK-ENTRY TRANSFERS

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

                               25
<PAGE>
GUARANTEED DELIVERY PROCEDURES

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

   o      the holder tenders the notes through an eligible institution;

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

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

WITHDRAWAL RIGHTS

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

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

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

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

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

   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

                               26
<PAGE>
by following one of the procedures described under "--How to Tender Notes for
Exchange" above at anytime on or prior to 5:00 p.m., New York City time, on
the expiration date.

CONDITIONS TO THE EXCHANGE OFFER

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

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

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

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

   o      there shall have occurred:

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

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

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

          (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

                               27
<PAGE>
Securities Act, provided that such notes acquired in the exchange offer are
acquired in the ordinary course of such holder's business and such holder has
no arrangement or understanding with any person to participate in the
distribution of such notes issued in the exchange offer.

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

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

THE EXCHANGE AGENT

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

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

<TABLE>
<CAPTION>
<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.

                               28
<PAGE>
TRANSFER TAXES

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

CONSEQUENCES OF FAILURE TO EXCHANGE OUTSTANDING NOTES

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

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

                               29
<PAGE>
   o      it is not engaged in, and does not intend to engage in, a
          distribution of the notes issued in the exchange offer and has no
          arrangement or understanding to participate in a distribution of
          notes issued in the exchange offer; and

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

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

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

                               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

                               35
<PAGE>
                                                 MHZ OF   ESTIMATED TOTAL  ESTIMATED COVERED
LOCATION                          BTA NO. (1)   SPECTRUM   RESIDENTS (2)     RESIDENTS (3)    DATE LAUNCHED
--------------------------------  ----------- ----------  --------------- -----------------  ---------------
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

                               36
<PAGE>
                                                 MHZ OF   ESTIMATED TOTAL  ESTIMATED COVERED
LOCATION                          BTA NO. (1)   SPECTRUM   RESIDENTS (2)     RESIDENTS (3)    DATE LAUNCHED
--------------------------------  ----------- ----------  --------------- -----------------  ---------------
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.

                               37
<PAGE>
NETWORK OPERATIONS

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

   o      public switched and long distance interconnection;

   o      the implementation of roaming arrangements; and

   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

                               38
<PAGE>
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
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.

                               39
<PAGE>
   OTHER NATIONAL THIRD PARTY RETAIL STORES. In addition to RadioShack, we
benefit from the distribution agreements established by Sprint PCS with other
national and regional retailers such as Best Buy, Circuit City and Target. As
of March 31, 2001, these retailers had approximately 334 stores in our
territories.

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

SEASONALITY

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

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

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

   o      competitive pricing pressures; and

   o      aggressive marketing and promotions.

TECHNOLOGY

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

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

                               40
<PAGE>
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.

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.

                               41
<PAGE>
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.

   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.

                               42
<PAGE>
   The trademark license agreements contain numerous restrictions with
respect to the use and modification of any of the licensed marks. See "Our
Affiliation Agreements with Sprint PCS--The Trademark and Service Mark
License Agreements" for more information on this topic.

EMPLOYEES

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

PROPERTIES

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

ENVIRONMENTAL COMPLIANCE

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

LEGAL PROCEEDINGS

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

                               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 territories under a variety of service
plans. These plans generally reflect the terms of national plans

                               45
<PAGE>
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 include advertising expenses,
promotion costs, sales commissions and expenses related to our distribution

                               46
<PAGE>
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 providers, other
than Sprint PCS, when those providers' customers roam on our portion of the
Sprint PCS

                               47
<PAGE>
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.

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<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 ........................   43
Ray M. Clapp, Jr. ..........................   41
Scotty Hart ................................   51
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 .............................   62
</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.

                               59
<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 membership interests of
WOW Holdings. WOW Investment Partners, L.L.C. holds the sole general

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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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                           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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                CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

FORMATION OF ALAMOSA PCS, LLC

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

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

EDC CREDIT FACILITY GUARANTEES

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

AGREEMENTS WITH CHR SOLUTIONS

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

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

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

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

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

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

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

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

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

AGREEMENTS WITH TECH TELEPHONE COMPANY LIMITED PARTNERSHIP

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

AGREEMENT WITH AMERICAN TOWER CORPORATION

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

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

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

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

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

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

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

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

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

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

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

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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
                                                  BENEFICIALLY OWNED    PERCENTAGE OF
NAME AND ADDRESS (1)                                      (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;

                               94
<PAGE>
   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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   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

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   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,

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   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.

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   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

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<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

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<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.

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SEC REPORTS

   Notwithstanding that the Company may not be subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act, the Company shall
file with the SEC and provide the Trustee and holders of Notes with such
annual reports and such information, documents and other reports as are
specified in Sections 13 and 15(d) of the Exchange Act and applicable to a
U.S. corporation subject to such Sections, such information, documents and
reports to be so filed and provided at the times specified for the filing of
such information, documents and reports under such Sections; provided,
however, that the Company shall not be so obligated to file such information,
documents and reports with the SEC if the SEC does not permit such filings.

EVENTS OF DEFAULT

   Events of Default in respect of the Notes include:

          (1) failure to make the payment of any interest on the Notes when
              the same becomes due and payable, and such failure continues
              for a period of 30 days;

          (2) failure to make the payment of any principal of, or premium, if
              any, on, any of the Notes when the same becomes due and payable
              at its Stated Maturity, upon acceleration, redemption, optional
              redemption, required repurchase or otherwise;

          (3) failure to comply with the covenant described under "--Merger,
              Consolidation and Sale of Property";

          (4) failure to comply with any other covenant or agreement in the
              Notes or in the Indenture (other than a failure that is the
              subject of the foregoing clause (1), (2) or (3)) and such
              failure continues for 30 days after written notice is given to
              the Company as provided below;

          (5) a default under any Debt by the Company or any Restricted
              Subsidiary that results in acceleration of the maturity of such
              Debt, or failure to pay any such Debt at maturity, in an
              aggregate amount greater than $15 million (the "cross
              acceleration provisions");

          (6) any judgment or judgments for the payment of money in an
              aggregate amount in excess of $15 million that shall be
              rendered against the Company or any Restricted Subsidiary and
              that shall not be waived, satisfied or discharged for any
              period of 60 consecutive days during which a stay of
              enforcement shall not be in effect (the "judgment default
              provisions");

          (7) certain events involving bankruptcy, insolvency or
              reorganization of the Company or any Significant Subsidiary
              (the "bankruptcy provisions");

          (8) any Subsidiary Guaranty ceases to be in full force and effect
              (other than in accordance with the terms of such Subsidiary
              Guaranty) or any Subsidiary Guarantor denies or disaffirms its
              obligations under its Subsidiary Guaranty (the "guaranty
              provisions"); and

          (9) any event occurs that causes, after giving effect to the
              expiration of any applicable grace period, an Event of
              Termination with Sprint (the "event of termination
              provisions").

   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

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occurred and be continuing, the Trustee or the registered holders of not less
than 25% in aggregate principal amount at maturity of the Notes then
outstanding may declare to be immediately due and payable the principal
amount of all the Notes then outstanding, plus accrued but unpaid interest to
the date of acceleration. In case an Event of Default resulting from certain
events of bankruptcy, insolvency or reorganization with respect to the
Company shall occur, such amount with respect to all the Notes shall be due
and payable immediately without any declaration or other act on the part of
the Trustee or the holders of the Notes. After any such acceleration, but
before a judgment or decree based on acceleration is obtained by the Trustee,
the registered holders of a majority in aggregate principal amount of the
Notes then outstanding may, under certain circumstances, rescind and annul
such acceleration if all Events of Default, other than the nonpayment of
accelerated principal, premium or interest, have been cured or waived as
provided in the Indenture.

   Subject to the provisions of the Indenture relating to the duties of the
Trustee, in case an Event of Default shall occur and be continuing, the
Trustee will be under no obligation to exercise any of its rights or powers
under the Indenture at the request or direction of any of the holders of the
Notes, unless such holders shall have offered to the Trustee reasonable
indemnity. Subject to such provisions for the indemnification of the Trustee,
the holders of a majority in aggregate principal amount of the Notes then
outstanding will have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee with respect to the
Notes.

   No holder of Notes will have any right to institute any proceeding with
respect to the Indenture, or for the appointment of a receiver or trustee, or
for any remedy thereunder, unless:

   a.     such holder has previously given to the Trustee written notice of a
          continuing Event of Default,

   b.     the registered holders of at least 25% in aggregate principal
          amount of the Notes then outstanding have made written request and
          offered reasonable indemnity to the Trustee to institute such
          proceeding as trustee, and

   c.     the Trustee shall not have received from the registered holders of
          a majority in aggregate principal amount of the Notes then
          outstanding a direction inconsistent with such request and shall
          have failed to institute such proceeding within 60 days.

However, such limitations do not apply to a suit instituted by a holder of
any Note for enforcement of payment of the principal of, and premium, if any,
or interest on, such Note on or after the respective due dates expressed in
such Note.

AMENDMENTS AND WAIVERS

   Subject to certain exceptions, the Indenture may be amended with respect
to the Notes with the consent of the registered holders of a majority in
aggregate principal amount of the Notes then outstanding (including consents
obtained in connection with a tender offer or exchange offer for such Notes)
and any past default or compliance with any provisions may also be waived
(except a default in the payment of principal, premium or interest and
certain 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,

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           (6) subordinate the Notes or any Subsidiary Guaranty to any other
               obligation of the Company or the applicable Subsidiary
               Guarantor,

           (7) release any security interest that may have been granted in
               favor of the holders of the Notes other than pursuant to the
               terms of such security interest,

           (8) reduce the premium payable upon the redemption of any Note nor
               change the time at which any Note may be redeemed, as described
               under "--Optional Redemption,"

           (9) reduce the premium payable upon a Change of Control or, at any
               time after a Change of Control has occurred, change the time at
               which the Change of Control Offer relating thereto must be made
               or at which the Notes must be repurchased pursuant to such
               Change of Control Offer,

          (10) at any time after the Company is obligated to make a Prepayment
               Offer with the Excess Proceeds from Asset Sales, change the
               time at which such Prepayment Offer must be made or at which
               the Notes must be repurchased pursuant thereto, or

          (11) make any change in any Subsidiary Guaranty or the subordination
               provisions with respect thereto that would adversely affect the
               holders of the Notes.

   Without the consent of any holder of the Notes, the Company and the
Trustee may amend the Indenture to:

   o      cure any ambiguity, omission, defect or inconsistency,

   o      provide for the assumption by a successor corporation of the
          obligations of the Company under the Indenture,

   o      provide for uncertificated Notes in addition to or in place of
          certificated Notes (provided that the uncertificated Notes are
          issued in registered form for purposes of Section 163(f) of the
          Code, or in a manner such that the uncertificated Notes are
          described in Section 163(f)(2)(B) of the Code),

   o      add additional Guarantees with respect to the Notes or to release
          Subsidiary Guarantors from Subsidiary Guaranties as provided by the
          terms of the Indenture,

   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:

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          (1) its obligations under the covenants described under
              "--Repurchase at the Option of Holders Upon a Change of
              Control" and "Certain Covenants,"

          (2) the operation of the cross acceleration provisions, the
              judgment default provisions, the bankruptcy provisions with
              respect to Significant Subsidiaries, the guaranty provisions
              and the event of termination provisions described under
              "--Events of Default" above, and

          (3) the limitations contained in clause (e) under the first
              paragraph of, and in the second paragraph of, "--Merger,
              Consolidation and Sale of Property" above ("covenant
              defeasance").

The Company may exercise its legal defeasance option notwithstanding its
prior exercise of its covenant defeasance option.

   If the Company exercises its legal defeasance option, payment of the Notes
may not be accelerated because of an Event of Default with respect thereto.
If the Company exercises its covenant defeasance option, payment of the Notes
may not be accelerated because of an Event of Default specified in clause (4)
(with respect to the covenants described under "--Certain Covenants"), (5),
(6), (7) (with respect only to Significant Subsidiaries), (8) or (9) under
"--Events of Default" above or because of the failure of the Company to
comply with clause (e) under the first paragraph of, or with the second
paragraph of, "--Merger, Consolidation and Sale of Property" above. If the
Company exercises its legal defeasance option or its covenant defeasance
option, each Subsidiary Guarantor will be released from all its obligations
under its Subsidiary Guaranty.

   The legal defeasance option or the covenant defeasance option may be
exercised only if:

   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;

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<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.

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   "Capital Stock" means, with respect to any Person, any shares or other
equivalents (however designated) of any class of corporate stock or
partnership interests or any other participations, rights, warrants, options
or other interests in the nature of an equity interest in such Person,
including Preferred Stock, but excluding any debt security convertible or
exchangeable into such equity interest.

   "Capital Stock Sale Proceeds" means the aggregate cash proceeds received
by the Company (or received by any direct or indirect parent Person of the
Company and subsequently contributed to the Company) from the issuance or
sale (other than to a Subsidiary of the Company or an employee stock
ownership plan or trust established by the Company or any such Subsidiary for
the benefit of their employees) by the Company or any direct or indirect
parent Person of the Company of Capital Stock (other than Disqualified Stock)
of the Company or such parent Person after February 8, 2000, net of
attorneys' fees, accountants' fees, underwriters' or placement agents' fees,
discounts or commissions and brokerage, consultant and other fees actually
incurred by the Company or any Restricted Subsidiary of the Company in
connection with such issuance or sale and net of taxes paid or payable as a
result thereof.

   "Change of Control" means the occurrence of any of the following events:

   a.     if any "person" or "group" (as such terms are used in Sections
          13(d) and 14(d) of the Exchange Act or any successor provisions to
          either of the foregoing), including any group acting for the
          purpose of acquiring, holding, voting or disposing of securities
          within the meaning of Rule 13d-5(b)(1) under the Exchange Act,
          other than any one or more of the Permitted Holders, becomes the
          "beneficial owner" (as defined in Rule 13d-3 under the Exchange
          Act, except that a person will be deemed to have "beneficial
          ownership" of all shares that any such person has the right to
          acquire, whether such right is exercisable immediately or only
          after the passage of time), directly or indirectly, of a majority
          of the total voting power of the Voting Stock of the Company, (for
          purposes of this clause (a), such person or group shall be deemed
          to beneficially own any Voting Stock of a corporation held by any
          other corporation (the "parent corporation") so long as such person
          or group beneficially owns, directly or indirectly, in the
          aggregate a majority of the total voting power of the Voting Stock
          of such parent corporation);

   b.     the sale, transfer, assignment, lease, conveyance or other
          disposition, directly or indirectly, of all or substantially all
          the assets of the Company and the Restricted Subsidiaries,
          considered as a whole (other than a disposition of such assets as
          an entirety or virtually as an entirety to a Wholly Owned
          Restricted Subsidiary or one or more Permitted Holders) shall have
          occurred, or the Company merges, consolidates or amalgamates with
          or into any other Person (other than one or more Permitted Holders)
          or any other Person (other than one or more Permitted Holders)
          merges, consolidates or amalgamates with or into the Company, in
          any such event pursuant to a transaction in which the outstanding
          Voting Stock of the Company is reclassified into or exchanged for
          cash, securities or other Property, other than any such transaction
          where:

          (1) the outstanding Voting Stock of the Company is reclassified into
              or exchanged for other Voting Stock of the Company or for Voting
              Stock of the surviving corporation; and

          (2) the holders of the Voting Stock of the Company immediately prior
              to such transaction own, directly or indirectly, not less than a
              majority of the Voting Stock of the Company or the surviving
              corporation immediately after such transaction and in
              substantially the same proportion as before the transaction;

   c.     during any period of two consecutive years, individuals who at the
          beginning of such period constituted the Board of Directors
          (together with any new directors whose election or appointment by
          such Board or whose nomination for election by the shareholders of
          the Company was approved by a vote of not less than a majority of
          the directors then still in office who were either directors at 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.

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   "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:

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<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

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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.

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   "Incur" means, with respect to any Debt or other obligation of any Person,
to create, issue, incur (by merger, conversion, exchange or otherwise),
extend, assume, Guarantee or become liable in respect of such Debt or other
obligation or the recording, as required pursuant to GAAP or otherwise, of
any such Debt or obligation on the balance sheet of such Person (and
"Incurrence" and "Incurred" shall have meanings correlative to the
foregoing); provided, however, that a change in GAAP that results in an
obligation of such Person that exists at such time, and is not theretofore
classified as Debt, becoming Debt shall not be deemed an Incurrence of such
Debt; provided further, however, that any Debt or other obligations of a
Person existing at the time such Person becomes a Subsidiary (whether by
merger, consolidation, acquisition or otherwise) shall be deemed to be
Incurred by such Subsidiary at the time it becomes a Subsidiary; and provided
further, however, that solely for purposes of determining compliance with
"--Certain Covenants--Limitation on Debt," neither accrual of interest on
Debt nor amortization of debt discount shall be deemed to be the Incurrence
of Debt, provided that in the case of Debt sold at a discount to the
principal amount at maturity thereof, the amount of such Debt Incurred shall
at all times be the accreted value of such Debt.

   "Independent Financial Advisor" means an investment banking firm of
national standing or any third party appraiser of national standing, provided
that such firm or appraiser is not an Affiliate of the Company.

   "Interest Rate Agreement" means, for any Person, any interest rate swap
agreement, interest rate cap agreement, interest rate collar agreement or
other similar agreement designed to protect against fluctuations in interest
rates.

   "Investment" by any Person means any direct or indirect loan (other than
advances to customers in the ordinary course of business that are recorded as
accounts receivable on the balance sheet of such Person), advance or other
extension of credit or capital contribution (by means of transfers of cash or
other Property to others or payments for Property or services for the account
or use of others, or otherwise) to, or Incurrence of a Guarantee of any
obligation of, or purchase or acquisition of Capital Stock, bonds, notes,
debentures or other securities or evidence of Debt issued by, any other
Person, except that the acquisition of the Capital Stock of another Person in
exchange for the Capital Stock of the Company, other than Disqualified Stock,
shall not be considered an Investment by the Company. For purposes of the
covenant described under "--Certain Covenants--Limitation on Restricted
Payments," "--Designation of Restricted and Unrestricted Subsidiaries" and
the definition of "Restricted Payment," "Investment" shall include the
portion (proportionate to the Company's equity interest in such Subsidiary)
of the Fair Market Value of the net assets of any Subsidiary of the Company
at the time that such Subsidiary is designated an Unrestricted Subsidiary;
provided, however, that upon a redesignation of such Subsidiary as a
Restricted Subsidiary, the Company shall be deemed to continue to have a
permanent "Investment" in an Unrestricted Subsidiary of an amount (if
positive) equal to:

   a.     the Company's "Investment" in such Subsidiary at the time of such
          redesignation, less

   b.     the portion (proportionate to the Company's equity interest in such
          Subsidiary) of the Fair Market Value of the net assets of such
          Subsidiary at the time of such redesignation.

In determining the amount of any Investment made by transfer of any Property
other than cash, such Property shall be valued at its Fair Market Value at
the time of such Investment.

   "Issue Date" means January 31, 2001.

   "Leverage Ratio" means the ratio of:

   a.     the outstanding Debt of the Company and the Restricted Subsidiaries
          on a consolidated basis, to

   b.     the Annualized Pro Forma EBITDA.

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

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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.

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<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;

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<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

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<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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   "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

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          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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   "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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   b.     the aggregate net cash proceeds received by the Company from the
          initial public offering of its common stock completed on February
          8, 2000, plus

   c.     Capital Stock Sale Proceeds, plus

   d.     the net reduction in Investments in any Person other than the
          Company or a Restricted Subsidiary resulting from dividends,
          repayments of loans or advances or other transfers of Property, in
          each case to the Company or any Restricted Subsidiary from such
          Person less the cost of the disposition of such Investment,
          provided that such amount shall not exceed, in the case of any
          Person, the amount of Investments previously made (and treated as a
          Restricted Payment) by the Company or any Restricted Subsidiary in
          such Person, plus

   e.     the Fair Market Value of Property received by the Company after
          February 8, 2000 (i) in exchange for Capital Stock (other than
          Disqualified Stock) of the Company, or (ii) in exchange for Capital
          Stock (other than Disqualified Stock) of any direct or indirect
          parent holding company of the Company (it being understood that the
          foregoing shall include the Fair Market Value of property received
          by any direct or indirect parent Person of the Company in exchange
          for Capital Stock (other than Disqualified Stock) of such parent
          Person to the extent that such Property is contributed to the
          Company), other than in the case of either (i) or (ii) Capital
          Stock issued to the Company or a Subsidiary of the Company, to
          employees or to an employee stock ownership plan or trust
          established by the Company or any Subsidiary for the benefit of
          their employees, plus

   f.     consolidated Debt of the Company and the Restricted Subsidiaries
          outstanding at the date of determination, minus

   g.     the aggregate amount of all Restricted Payments declared or made on
          or after February 8, 2000.

   "Unrestricted Subsidiary" means:

   a.     any Subsidiary of the Company that is designated on or after the
          Issue Date as an Unrestricted Subsidiary as permitted or required
          pursuant to the covenant described under "--Certain
          Covenants--Designation of Restricted and Unrestricted Subsidiaries"
          and not thereafter redesignated as a Restricted Subsidiary as
          permitted pursuant thereto; and

   b.     any Subsidiary of an Unrestricted Subsidiary.

   "U.S. Government Obligations" means direct obligations (or certificates
representing an ownership interest in such obligations) of the United States
of America (including any agency or instrumentality thereof) for the payment
of which the full faith and credit of the United States of America is pledged
and which are not callable or redeemable at the issuer's option.

   "Voting Stock" of any Person means all classes of Capital Stock or other
interests (including partnership interests) of such Person then outstanding
and normally entitled (without regard to the occurrence of any contingency)
to vote in the election of directors, managers or trustees thereof.

   "Wholly Owned Restricted Subsidiary" means, at any time, a Restricted
Subsidiary all the Voting Stock of which (except directors' qualifying
shares) is at such time owned, directly or indirectly, by the Company and its
other Wholly Owned Subsidiaries. Notwithstanding the preceding, all
Restricted Subsidiaries existing on the Issue Date, including Alamosa PCS,
Inc., Texas Telecommunications, LP and Alamosa Wisconsin Limited Partnership,
will be considered Wholly Owned Restricted Subsidiaries so long as they
remain Restricted Subsidiaries.

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                              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.

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   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

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<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.

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                             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
September 9, 2001, 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-46
  Schedule II ............................................................................    F-47

ROBERTS WIRELESS COMMUNICATIONS, L.L.C.
Independent Auditor's Report .............................................................    F-48
Consolidated Balance Sheets ..............................................................    F-49
Consolidated Statements of Operations for the years ended December 31, 2000 and
 December 31, 1999 .......................................................................    F-50
Consolidated Statements of Members' Equity (Deficit) for the years ended December 31,
 2000 and December 31, 1999 ..............................................................    F-51
Consolidated Statements of Cash Flows for the years ended December 31, 2000 and
 December 31, 1999 .......................................................................    F-52
Consolidated Notes to Financial Statements ...............................................    F-53

WASHINGTON OREGON WIRELESS, LLC
Independent Auditor's Report .............................................................    F-58
Balance Sheets ...........................................................................    F-59
Statements of Income for the years ended December 31, 2000 and December 31, 1999 .........    F-60
Statements of Members' Equity (Deficit) for the years ended December 31, 2000 and
 December 31, 1999 .......................................................................    F-61
Statements of Cash Flows for the years ended December 31, 2000 and December 31, 1999 .....    F-62
Notes to Financial Statements ............................................................    F-64

SWPCS HOLDINGS, L.L.C.
Report of Independent Accountants ........................................................    F-70
Consolidated Balance Sheet ...............................................................    F-71
Consolidated Statement of Operations for the year ended December 31, 2000 ................    F-72
Consolidated Statement of Mandatorily Redeemable Member's Deficit and Members' Deficit
 for the year ended December 31, 2000 ....................................................    F-73
Consolidated Statement of Cash Flows for the year ended December 31, 2000 ................    F-74
Consolidated Notes to Financial Statement ................................................    F-75
</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
                                      F-22
<PAGE>

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


$1.0 million. The proceeds of the Stock Offering are to be used for the build
out of the system, to fund operating capital needs and for other corporate
purposes.

3.   CAPITAL REORGANIZATION

     As described in Note 1, in December 2000, the Company's capital stock was
converted into shares of a new holding company with the Company surviving.
Following this transaction, the Company's capital stock consisted of 9,000
shares of common stock, par value $0.01 per share authorized and 100 shares
outstanding, and 1,000 shares of preferred stock, $0.01 par value per share
authorized and no shares outstanding. As a result of this transaction, all of
the Company's common stock is owned by Alamosa PCS Holdings, Inc. However,
Alamosa (Delaware), Inc. remains the issuer of the 2000 Senior Discount Notes.


4.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     PRINCIPLES OF CONSOLIDATION -- The consolidated financial statements
include the accounts of the Company and its subsidiaries. All intercompany
accounts and transactions are eliminated.

     CASH AND CASH EQUIVALENTS -- Cash and cash equivalents include cash, money
market funds, and commercial paper with minimal interest rate risk and original
maturities of three months or less at the date of acquisition. The carrying
amount approximates fair value.

     SHORT-TERM INVESTMENTS -- The Company invests in highly liquid debt
instruments with strong credit ratings. Commercial paper investments with a
maturity greater than three months, but less than one year, at the time of
purchase are considered to be short-term investments. The carrying amount of
the investments approximates fair value due to their short maturity. The
Company maintains cash and cash equivalents and short-term investments with
certain financial institutions. The Company performs periodic evaluations of
the relative credit standing of those financial institutions that are
considered in the Company's investment strategy.

     INVENTORY -- Inventory consists of handsets and related accessories.
Inventories purchased for resale are carried at the lower of cost or market
using the first-in first-out method. Market is determined using replacement
cost.

     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>


                                      F-23
<PAGE>

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


     Leasehold improvements are depreciated over the shorter of the remaining
term of the lease or the estimated useful life of the improvement.

     Interest will be capitalized in connection with the construction of the
wireless network. The capitalized interest will be recorded as part of the
asset to which it relates and will be amortized over the asset's estimated
useful life. No interest was capitalized in 2000. Total interest capitalized
was $656,985 as of December 31, 1999.

      Microwave relocation includes costs and the related obligation incurred to
relocate incumbent microwave frequencies in the Company's service area.
Microwave relocation costs are amortized on a straight-line basis over 20 years
beginning upon commencement of services in respective markets. The amortization
of microwave relocation costs was $273,453 and $84,312 for the years ended
December 31, 2000 and 1999, respectively.

     SOFTWARE COSTS -- In accordance with Statement of Position ("SOP") 98-1,
"Accounting for Costs of Computer Software Developed or Obtained for Internal
Use," certain costs related to the development or purchase of internal-use
software are capitalized and amortized over the estimated useful life of the
software. During fiscal 2000 and 1999, the Company capitalized approximately
$2,037,000 and $411,000, respectively, in software costs under SOP 98-1, which
are being amortized over a five-year life. The Company amortized computer
software costs of approximately $265,000 and $40,000 during 2000 and 1999,
respectively.

     START-UP COSTS -- In April 1998, the American Institute of Certified
Public Accountants ("AICPA") issued Statement of Position ("SOP") 98-5,
"Reporting on the Costs of Start-Up Activities." This statement became
effective January 1, 1999 and required that costs of start up activities and
organization costs be expensed as incurred.

     ADVERTISING COSTS -- Advertising costs are expensed as incurred.
Advertising expenses totaled $18,964,068 and $3,663,893 during 2000 and 1999,
respectively.

     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.


                                      F-24
<PAGE>

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

The amount retained by Sprint PCS is recorded in Cost of Service and Operations.
Revenues generated from the sale of handsets and accessories and from roaming
services provided to Sprint PCS customers who are not based in the Company's
territories are not subject to the 8% retainage.

     Sprint PCS pays the Company a Sprint PCS roaming fee for each minute that
a Sprint PCS subscriber based outside of the Company's territories roams on the
Company's portion of the Sprint PCS network. Revenue from these services will
be recognized as the services are performed. Similarly, the Company will pay
Sprint PCS roaming fees to Sprint PCS, when a Sprint PCS subscriber based in
the Company's territories roams on the Sprint PCS network outside of the
Company's territories. These costs will be included as cost of service when
incurred.

     Product revenues consisting of proceeds from sales of handsets and
accessories are recorded net of an allowance for sales returns. The allowance
is estimated based on Sprint PCS 's handset return policy that allows customers
to return handsets for a full refund within 14 days of purchase. When handsets
are returned to the Company, the Company may be able to reissue the handsets to
customers at little additional cost. However, when handsets are returned to
Sprint PCS for refurbishing, the Company will receive a credit from Sprint PCS,
which will be less than the amount the Company originally paid for the handset.
For the years ended December 31, 2000 and 1999, respectively, product revenue
was $9,200,669 and $2,450,090. The cost of products sold includes the total
cost of accessories and handsets sold through our retail stores (including
sales to local indirects) and totaled $20,524,427 and $5,938,838 for the years
ending December 31, 2000 and 1999, respectively. There were no product revenues
or related costs for the period from inception to December 31, 1998. The costs
of handsets exceeds the retail sales price because we subsidize the price of
handsets for competitive reasons.

     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.


                                      F-25
<PAGE>

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


     RECLASSIFICATION -- Certain reclassifications have been made to prior year
balances to conform to current year presentations.

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

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:


                                      F-28
<PAGE>

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


     o    RANKING -- The 2000 Senior Discount Notes are senior unsecured
          obligations of the Company, equal in right of payment to all future
          senior debt of the Company, and senior in right of payment to all
          future subordinated debt of the Company;

     o    GUARANTEES -- The 2000 Senior Discount Notes are unsecured obligations
          and will rank equally with all existing and future senior debt and
          senior to all existing and future subordinate debt. The 2000 Senior
          Discount Notes are fully and unconditionally, jointly and severally
          guaranteed on a senior subordinated, unsecured basis, by all the
          existing and any future restricted subsidiaries of the Company with
          the exception of Alamosa Operations, Inc., a wholly owned subsidiary
          of the Company;

     o    OPTIONAL REDEMPTION -- During the first thirty six (36) months after
          the 2000 Senior Discount Notes Offering, we may use net proceeds of an
          equity offering to redeem up to 35% of the accreted value of the notes
          at a redemption price of 112 7/8%;

     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,


                                      F-29
<PAGE>

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


not to exceed three months, in the case of Eurodollar loans. Interest expense
for the period ended December 31, 2000 totaled $1,332,392. Principal is payable
in 20 quarterly installments beginning September 30, 2002. Alamosa may
voluntarily prepay any of the loans at any time, but any amount repaid may not
be reborrowed since there are no revolving credit features. Alamosa must make
mandatory prepayments under certain circumstances, including 50% of the excess
cash flow, as computed under the Nortel/EDC Credit Facility, after March 31,
2002 and any amount in excess of $250,000 received for asset sales outside the
ordinary course of business or insurance proceeds, to the extent not reinvested
in property or assets within a stated period of time. All prepayments are
applied to the outstanding loan balances pro rata in the inverse order of
maturity, except where there is a borrowing base shortage, in which case
prepayments are first applied there, and then pro rata among all three
commitment tranches.

     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.


                                      F-31
<PAGE>

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


     AGREEMENT WITH AMERICAN TOWER CORPORATION -- In August 1998, the Company
entered into a master site development and lease agreement with Specialty
Capital Services, Inc. ("Specialty"), a subsidiary of

Specialty Teleconstructors, Inc. ("Teleconstructors"), that has since merged
with American Tower Corporation ("American"). Pursuant to the agreement,
Specialty arranges for collocation of equipment or constructs new facilities in
area identified for build-out. Specialty provides site acquisitions, leasing
and construction services, and secures zoning, permitting and surveying
approvals and licenses for each base station. This initial term master
agreement expires in August 2003, with automatic renewal for three additional
terms of five years each.

     The agreement provides for monthly payments subject to an annual
adjustment based on the Consumer Price Index. Prior to October 1, 1999,
Specialty was related to the Company through one of the Company's directors who
owned interests in both the Company and Teleconstructors and was an employee
and officer of Specialty and Teleconstructors. In addition, another individual
who was one of the Company's directors at the time the agreement was entered
into is a manager of Longmont PCS, LLC, one of the Company's former members.
This individual was also a stockholder of Teleconstructors and acted as a vice
president of American, which acquired Teleconstructors. The two individuals
completed the disposition of their ownership interests in American by September
30, 1999 and are no longer associated with American. No amounts were paid or
outstanding under this agreement during 1998. Through September 30, 1999,
$165,300 was paid under this agreement.

     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 Associa-


                                      F-32
<PAGE>

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


tion under Section 401(k) of the Internal Revenue Code. No employer
contributions were made to this plan for the period ended December 31, 1999 and
1998. During 2000, the Company made employer contributions of $187,555.

     Effective October 1, 1999, the Company entered into a three-year
employment agreement with its Chief Executive Officer ("CEO"), the Company's
chairman. In addition, in December 1999, the Company granted options to the CEO
to acquire 242,500 common shares at an exercise price of $1.15 per share which
vested immediately prior to the completion of the initial public offering and
1,455,000 shares at an exercise price equal to the initial public offering
price which vest 33% per year beginning September 30, 2000. The options expire
January 5, 2009. The Company will recognize compensation expense of $3,116,125
related to the 242,500 options issued with an exercise price below the initial
public offering price over the options vesting period. Compensation expense
recorded for the year ended December 31, 2000 and 1999 was $2,764,797 and
$351,328, respectively.

     On October 2, 1998, the Company entered into an employee agreement with
its Chief Operating Officer ("COO"). The agreement provides for the granting of
stock options in three series. The initial exercise price was determined based
on the following formula: $48,500,000, committed capital at September 30, 1998,
multiplied by the percentage interest represented by the option exercised. The
exercise price for each series increased by an annual rate of 8%, 15% or 25%
compounded monthly beginning at the date of grant as specified by the
agreement. Options may be exercised any time from January 1, 2004 to January 5,
2008. The options vest over a three-year period. During 1998, one option from
each series was granted under this agreement. The options to acquire membership
interests described above were to be exchanged for options in Holdings to
acquire an equivalent number of common shares: 242,500 at $1.08 per share,
242,500 at $1.15 per share and 242,500 at $1.25 per share. Effective December
1999, the Company amended his options such that each of his three series of
original options were exchanged for two options to acquire a total of 1,697,500
shares of common stock. The first option to acquire 242,500 shares of common
stock has a fixed exercise price of $1.15 per share and vested immediately
prior to completion of the initial public offering. The second option to
acquire 1,455,000 shares of common stock has an exercise price equal to the
initial public offering price and vests 25% per year beginning September 30,
2000. The expiration date of all of the COO's options was extended from January
5, 2008 to January 5, 2009. These amendments resulted in a new measurement
date. The Company will record compensation expense totaling $9,341,100 in
connection with these options. Compensation expense recorded for the years
ended December 31, 2000 and 1999 was $1,639,532 and $6,588,755, respectively.

     Effective December 1, 1999, the Company entered into a five-year
employment agreement with its Chief Financial Officer ("CFO"). In addition, the
Company granted the CFO options to purchase 1,455,000 shares at the initial
public offering price and that will expire January 5, 2009. There is no
compensation cost related to these options.

     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


                                      F-33
<PAGE>

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


number of common shares at fixed exercise prices equal to $1.13, $1.25 and $1.42
per share, which will not increase over the term of the options. These
amendments resulted in a new measurement date. The Company recorded compensation
expense totaling $2,095,723 in connection with these options. Compensation
expense recorded for the year ended December 31, 2000 and 1999 was $836,296 and
$1,259,427, respectively.


14.  STOCK-BASED COMPENSATION

     Holdings adopted an Incentive Stock Option Plan (the "Plan") effective
November 12, 1999, which provides for the granting of either incentive stock
options or nonqualified stock options to purchase shares of Holdings' common
stock and for other stock-based awards to officers, directors and key employees
for the direction and management of the Company and to non-employee consultants
and independent contractors. Effective December 14, 2000, options to acquire
the Company's common stock were converted into rights to acquire an equal
number of common shares of Alamosa PCS Holdings, Inc. At December 31, 2000,
7,000,000 shares of common stock were reserved for issuance under the Plan. The
compensation committee of the board of directors administers the Plan and
determines grant prices and vesting periods. Generally, the options under each
plan vest in varying increments over a three to five-year period, expire ten
years from the date of grant and are issued at exercise prices no less than
100% of the fair market value of common stock at the time of the grant.

     The Company applies APB No. 25, "Accounting for Stock Issued to Employees"
and related interpretation, in accounting for its employee stock options. In
accordance with APB No. 25, no compensation expense or unearned compensation
was recorded as of December 31, 1998. The Company has recorded unearned
compensation of $14,962,949. This amount is being recognized over the vesting
period in accordance with FASB Interpretation No. 28 when applicable. For the
year ended December 31, 2000 and 1999, non-cash compensation of $5,650,625 and
$8,199,511 has been recognized, respectively.

     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>

     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>
                                      F-35
<PAGE>

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


     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.


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-36
<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-37
<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-38
<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-39
<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-40
<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-41
<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-42
<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-43
<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-44
<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-45
<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-46
<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-47
<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-48
<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-49
<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-50
<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-51
<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-52
<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, 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-53
<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-54
<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-55
<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-56
<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-57
<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-58
<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-59
<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-60
<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-61
<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-62
<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-63
<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-64
<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-65
<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-66
<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-67
<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-68
<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-69
<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-70
<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-71
<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-72
<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-73
<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-74
<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


                                      F-75
<PAGE>

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


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.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


PRINCIPLES OF CONSOLIDATION

     The accompanying consolidated financial statements include the accounts of
the Company and its wholly owned subsidiaries, SWGP, SWLP, and Southwest PCS,
LP. All significant intercompany transactions have been eliminated.

CASH AND CASH EQUIVALENTS

     The company considers all investments with a maturity of three months or
less when purchased to be cash equivalents.

CONCENTRATION OF CREDIT RISK

     Financial instruments that potentially subject the Company to a
concentration of credit risk principally consist of cash and cash equivalents
and trade accounts receivable. At times, the Company may have cash balances in
financial institutions in excess of federally insured limits. The Company does
not believe the cash balances are exposed to any significant risk. The Company
sells its products and services to businesses and individuals in one
geographical service area. Credit terms are short-term in nature and generally
uncollateralized although the Company may take deposits from some customers.

INVENTORY

     Inventory consists of handsets and related accessories. Inventories
purchased for resale are carried at the lower of cost or market using the
first-in first-out method. Market is determined using replacement cost.

PROPERTY AND EQUIPMENT

     Property and equipment are recorded at cost. Property and equipment are
depreciated over the estimated useful lives of the assets using the
straight-line method. Costs incurred to design and construct the wireless
network in a market, including related interest costs, are classified as
construction in progress until the network for the related market is placed
into service, at which time the amount is transferred to property and
equipment. Repairs and maintenance are expensed as incurred; significant
renewals and betterments are capitalized. The cost and related accumulated
depreciation of assets sold or retired and removed from the accounts and the
resulting gains or losses are recorded in the period incurred.

IMPAIRMENT OF LONG-LIVED ASSETS

     The Company evaluates its long lived assets for impairment when events or
change in circumstances indicate, in management's judgment, that the carrying
value of such assets may not be recoverable. The determination of whether an
impairment has occurred is based on management's estimate of undiscounted
future cash flows before interest attributable to the assets as compared to the
net carrying value of the assets. If an impairment has occurred, the amount of
the impairment recognized is determined by estimating the fair value of the
assets based on estimated discounted future cash flows and recording a
provision for loss if the carrying value is greater than fair value. The net
carrying value of assets identified to be disposed of in the future is compared
to the estimated fair value less the cost to sell to determine if an impairment
is required. Until the assets are disposed of, an estimate of the fair value is
redetermined when related events or circumstances change.


                                      F-76
<PAGE>

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


FINANCING COSTS

     Financing costs are capitalized and amortized using the straight-line
basis over the life of the loan. For the year ended December 31, 2000, the
Company incurred financing costs associated with the senior term loan C of
$1,111,144. As of December 31, 2000, the total amount of capitalized financing
costs was $5,891,349. Cumulative amortization of financing costs was
$1,155,700.

DISCOUNT ON SUBORDINATED DEBT

     The Company amortizes the discount on the senior subordinated note and
junior subordinated debentures over the life of the instruments under the
effective interest method. Amortization of the discount on the subordinated
debt is reflected as a component of interest expense. Amortization for the year
ended December 31, 2000 was $134,399.

REVENUE RECOGNITION

     In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101 "Revenue Recognition in Financial Statements,"
("SAB 101"), which provides guidance on the recognition, presentation and
disclosure of revenue in financial statements. SAB 101 outlines the basic
criteria that must be met to recognize revenue and provides guidance for
disclosure related to revenue recognition policies. In accordance with SAB 101,
the Company defers customer activation fee revenue and an equal amount of
customer acquisition related expenses. These deferred amounts are amortized
over a three-year period, which approximates the average life of a customer.
For the year ended December 31, 2000, the Company had deferred $68,428 of
activation fee revenue and acquisition related expenses and had amortized
$16,128.

     The Company recognizes revenue as services are performed. Sprint PCS
handles the Company's billings and collections and retains 8% of collected
service revenues from Sprint PCS subscribers based in the Company's territory
and from non-Sprint PCS subscribers who roam onto the Company's network. The
amount retained by Sprint PCS is recorded as an operating expense in network
operations. Revenues generated from the sale of handsets and accessories and
from roaming services provided to Sprint PCS customers who are not based in the
Company's territory are not subject to the 8% retainage.

     Sprint PCS pays the Company a Sprint PCS roaming fee for each minute that
a Sprint PCS subscriber outside of the Company's territory uses the Company's
portion of the Sprint PCS network. Revenue from these services is recognized as
the services are performed. Similarly, the Company pays Sprint PCS roaming
fees, when a Sprint PCS subscriber based in the Company's territory uses the
Sprint PCS network outside of the Company's territory. These costs are included
as marketing and sales when incurred.

     Product revenues consisting of proceeds from sales of handsets and
accessories are recorded net of an allowance for sales returns. The allowance
is estimated based on Sprint PCS's handset policy, which allows customers to
return handsets for a full refund within 15 days of purchase. When handsets are
returned to the Company, the Company may reissue the handsets to customers at
little additional cost. However, when handsets are returned to Sprint PCS for
refurbishing, the Company receives a credit from Sprint PCS, which is less than
the amount the Company originally paid for the handset. For the year ended
December 31, 2000, product revenue was $2,731,731. The cost of these products
was $8,819,132 which was classified as cost of products sold. The costs of
handsets exceed the retail sales price because the Company subsidizes the price
of handsets for competitive reasons.

ADVERTISING COSTS

     Advertising costs are expensed as incurred. Advertising expenses totaled
$4,011,443 for the year ended December 31, 2000.


                                      F-77
<PAGE>

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


INCOME TAXES

     The Company does not pay federal or state income taxes. The Company's
taxable income or loss is passed through to the members. Accordingly, no
provision for income taxes is provided for in these financial statements.

USE OF ESTIMATES

     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

EFFECTS OF RECENT ACCOUNTING PRONOUNCEMENTS

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


3.   PROPERTY AND EQUIPMENT


     Property and equipment consists of the following at December 31, 2000:

<TABLE>
<CAPTION>
                                                   ESTIMATED
                                                  USEFUL LIVE          2000
                                                ---------------   --------------
<S>                                                <C>             <C>
     Cell site equipment ....................      8 years         $ 54,478,185
     Switch equipment .......................      8 years            6,987,518
     Leasehold improvements .................      8 years            1,970,748
     Office equipment and furniture .........   8 and 3 years         1,979,935
     Vehicles ...............................      5 years               66,421
     Construction in progress ...............                         7,958,584
                                                                   ------------
                                                                     73,441,391
     Accumulated depreciation ...............                        (8,668,195)
                                                                   ------------
                                                                   $ 64,773,196
                                                                   ============
</TABLE>

     Depreciation expense was $6,728,812 for the year ended December 31, 2000.
Interest expense capitalized into construction in progress aggregated
approximately $1,155,469 during 2000.


4. LONG-TERM DEBT

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


                                      F-78
<PAGE>

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


<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 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


                                      F-79
<PAGE>

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


for a reduction in the spread on the variable interest rates of up to 1.0%,
based on the Partnership reaching certain leverage ratios. At December 31,
2000, the variable rate in effect under the senior term loan B was 10.66%.
Principal is payable quarterly beginning June 30, 2004 until March 31, 2006
when the loan matures. The Partnership is required to make additional mandatory
repayments from the proceeds from the issuance of additional debt and equity
instruments on a pro-rata basis with the then outstanding borrowings under
senior term loan A and C, limited to the then outstanding borrowings under
senior term loan B.

     The $15,000,000 senior term loan C bears interest at variable rates based
on either the London interbank Eurodollar rate plus 4% or the greater of prime
rate of J.P. Morgan Chase & Co. or 0.5% above the federal funds rate, plus
3.00%, as elected periodically by the Partnership. The agreement allows for a
reduction in the spread on the variable interest rates of up to 1.0%, based on
the Partnership reaching certain leverage ratios. At December 31, 2000, the
variable rate in effect under the senior term loan C was 13.5%. Principal is
payable quarterly beginning June 30, 2004 until March 31, 2006 when the loan
matures. The Partnership is required to make additional mandatory repayments
from the proceeds from the issuance of additional debt and equity instruments on
a pro-rata basis with the then outstanding borrowings under senior term loan A
and B, limited to the then outstanding borrowings under senior term loan C.

     On April 30, 1999, the Partnership issued $12,500,000 in senior
subordinated notes net of a discount of $923,925 (See Note 6), resulting in
proceeds to the Partnership of $11,576,075. The senior subordinated notes are
guaranteed by the Company, SWGP and SWLP. The senior subordinated notes require
that the Partnership meet certain levels of revenues and subscriber additions,
capital expenditures limitations, limitation on annual expenses from operating
lease agreements and maintain certain financial ratios. The senior subordinated
notes mature March 31, 2007, have a stated interest rate of 12% and an
effective interest rate of 13.517%. Interest on the senior subordinated notes
is payable quarterly and principal is payable at maturity. Prepayment penalties
on the senior subordinated notes range from 7% of the principal amount if
repaid prior to May 4, 2000 to 1% of the principal amount if repaid prior to
May 4, 2004. Subsequent to May 4, 2004 no prepayment penalties exist. The
Partnership is required to make additional mandatory repayments from the
proceeds from the issuance of additional debt and equity instruments to the
extent the proceeds exceed the prepayment requirements under the senior credit
agreement.

     On April 30, 1999, the Partnership issued $7,500,000 in junior
subordinated debentures, net of a discount of $739,140 (See Note 6), resulting
in proceeds to the Partnership of $6,760,860. The junior subordinated
debentures are guaranteed by the Company, SWGP, and SWLP. The junior
subordinated debentures require that the Partnership meet certain levels of
revenues and subscriber additions, capital expenditures limitations, limitation
on annual expenses from operating lease agreements, and maintain certain
financial ratios. The junior subordinated debentures mature April 30, 2007,
have a stated interest rate of 12% and an effective interest rate of 14.058%.
Interest on the junior subordinated debentures is payable quarterly and
principal is payable at maturity. Prepayment penalties on the junior
subordinated debentures range from 7% of the principal amount if repaid prior
to May 4, 2000 to 1% of the principal amount if repaid prior to May 4, 2004.
Subsequent to May 4, 2004 no prepayment penalties exist on the debentures.

     On July 7, 1999, the Partnership entered into an interest rate cap
agreement effectively capping the London interbank Eurodollar rate on
$15,000,000 of debt at 6.5% until June 30, 2002 when the agreement expires.

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


                                      F-80
<PAGE>

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


<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.

     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.

                                      F-81
<PAGE>

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

     The option also contains call rights, which can be exercised by the
Company to repurchase the option from the option holder. These call rights vest
on April 30, 2005 and expire on the earlier of an initial public offering and
April 30, 2009. To exercise the call rights, the Company must pay the market
price of an option share as of the repurchase date for each share.

     The Company initially recorded the warrant and option agreements as a
liability at their fair value with subsequent changes in the estimated fair
value of the agreements recorded in operations. The Company allocated $923,925
of the proceeds from the sale of the senior subordinated notes to the warrants,
which was the estimated fair value at the time the warrants were issued. The
Company allocated $739,140 of the proceeds from the sale of the junior
subordinate debentures to the options, which was the estimated fair value at
the time the options were issued. For the year ended December 31, 2000, the
Company recorded interest expense of approximately $1,015,470 related to the
increased estimated fair value of the warrants and options. The estimated fair
values of the warrants and the options at December 31, 2000, were $10,014,150
and $8,011,320, respectively. Estimated fair value was determined based upon
details of the merger (see Note 11).

     Per the Regulations of SWPCS Holdings, LLC Agreement dated April 30, 1999,
in the event that the warrant holders and/or the Option Holders fully exercise
their respective warrants and the option, the initial members' respective
Company shares will be diluted and adjusted as follows:

<TABLE>
<CAPTION>
                                             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


                                      F-82
<PAGE>

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


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 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-83


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                               TABLE OF CONTENTS

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


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 SEPTEMBER 9, 2001, 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
                          121/2% SENIOR NOTES DUE 2011
                                IN EXCHANGE FOR
                          121/2% SENIOR NOTES DUE 2011
                           WHICH HAVE BEEN REGISTERED
                       UNDER THE SECURITIES ACT OF 1933,
                                   AS AMENDED



                 --------------------------------------------
                                   PROSPECTUS
                 --------------------------------------------


                                 June 11, 2001

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


</TEXT>
</DOCUMENT>
</SUBMISSION>
