-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 UuWkqX1h79PfJl2uhosssWxqvvXRIwXt1aKllAM4/RMiOOa9k6Npd6mI8hTqXIXQ
 DhY+9JKq31tgF68FI/MMXA==

<SEC-DOCUMENT>0000950136-01-501264.txt : 20010829
<SEC-HEADER>0000950136-01-501264.hdr.sgml : 20010829
ACCESSION NUMBER:		0000950136-01-501264
CONFORMED SUBMISSION TYPE:	S-4
PUBLIC DOCUMENT COUNT:		14
FILED AS OF DATE:		20010828

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ALAMOSA DELAWARE INC
		CENTRAL INDEX KEY:			0001097722
		STANDARD INDUSTRIAL CLASSIFICATION:	RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663]
		IRS NUMBER:				752843707
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-68538
		FILM NUMBER:		1725789

	BUSINESS ADDRESS:	
		STREET 1:		5225 S LOOP 289
		CITY:			LUBBOCK
		STATE:			TX
		ZIP:			79407
		BUSINESS PHONE:		8067221100

	MAIL ADDRESS:	
		STREET 1:		5225 S LOOP 289
		CITY:			LUBBOCK
		STATE:			TX
		ZIP:			79407

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ALAMOSA PROPERTIES LP
		CENTRAL INDEX KEY:			0001140202
		STANDARD INDUSTRIAL CLASSIFICATION:	 []
		IRS NUMBER:				752921304
		STATE OF INCORPORATION:			TX
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-68538-01
		FILM NUMBER:		1725790

	BUSINESS ADDRESS:	
		STREET 1:		5225 SOUTH LOOP 289
		STREET 2:		SUITE 120
		CITY:			LUBBOCK
		STATE:			TX
		ZIP:			79424
		BUSINESS PHONE:		8067221100

	MAIL ADDRESS:	
		STREET 1:		5225 SOUTH LOOP 289
		STREET 2:		SUITE 120
		CITY:			LUBBOCK
		STATE:			TX
		ZIP:			79424

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TEXAS TELECOMMUNICATIONS LP
		CENTRAL INDEX KEY:			0001101381
		STANDARD INDUSTRIAL CLASSIFICATION:	 []
		IRS NUMBER:				752851320
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-68538-02
		FILM NUMBER:		1725791

	BUSINESS ADDRESS:	
		STREET 1:		5225 SOUTH LOOP 289, SUITE 120
		CITY:			LUBBOCK
		STATE:			TX
		ZIP:			79424
		BUSINESS PHONE:		8067221100

	MAIL ADDRESS:	
		STREET 1:		5225 SOUTH LOOP 289, SUITE 120
		CITY:			LUBBOCK
		STATE:			TX
		ZIP:			79424

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ALAMOSA DELAWARE GP LLC
		CENTRAL INDEX KEY:			0001101376
		STANDARD INDUSTRIAL CLASSIFICATION:	 []
		IRS NUMBER:				752775324
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-68538-03
		FILM NUMBER:		1725792

	BUSINESS ADDRESS:	
		STREET 1:		5225 SOUTH LOOP 289
		STREET 2:		SUITE 120
		CITY:			LUBBOCK
		STATE:			TX
		ZIP:			79424
		BUSINESS PHONE:		8067221100

	MAIL ADDRESS:	
		STREET 1:		5225 SOUTH LOOP 289, SUITE 120
		CITY:			LUBBOCK
		STATE:			TX
		ZIP:			79424

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ALAMOSA LIMITED LLC
		CENTRAL INDEX KEY:			0001140201
		STANDARD INDUSTRIAL CLASSIFICATION:	 []
		IRS NUMBER:				742938804
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-68538-04
		FILM NUMBER:		1725793

	BUSINESS ADDRESS:	
		STREET 1:		5225 SOUTH LOOP 289
		STREET 2:		SUITE 120
		CITY:			LUBBOCK
		STATE:			TX
		ZIP:			79424
		BUSINESS PHONE:		8067221100

	MAIL ADDRESS:	
		STREET 1:		5225 SOUTH LOOP 289
		STREET 2:		SUITE 120
		CITY:			LUBBOCK
		STATE:			TX
		ZIP:			79424

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ALAMOSA FINANCE LLC
		CENTRAL INDEX KEY:			0001140200
		STANDARD INDUSTRIAL CLASSIFICATION:	 []
		IRS NUMBER:				742938839
		STATE OF INCORPORATION:			WI
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-68538-05
		FILM NUMBER:		1725794

	BUSINESS ADDRESS:	
		STREET 1:		5225 SOUTH LOOP 289
		STREET 2:		SUITE 120
		CITY:			LUBBOCK
		STATE:			TX
		ZIP:			79424
		BUSINESS PHONE:		8067221100

	MAIL ADDRESS:	
		STREET 1:		5225 SOUTH LOOP 289
		STREET 2:		SUITE 120
		CITY:			LUBBOCK
		STATE:			TX
		ZIP:			79424

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ALAMOSA WISCONSIN PROPERTIES LLC
		CENTRAL INDEX KEY:			0001140199
		STANDARD INDUSTRIAL CLASSIFICATION:	 []
		IRS NUMBER:				742938839
		STATE OF INCORPORATION:			WI
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-68538-06
		FILM NUMBER:		1725795

	BUSINESS ADDRESS:	
		STREET 1:		5225 SOUTH LOOP 289
		STREET 2:		SUITE 120
		CITY:			LUBBOCK
		STATE:			TX
		ZIP:			79424
		BUSINESS PHONE:		8067221100

	MAIL ADDRESS:	
		STREET 1:		5225 SOUTH LOOP 289
		STREET 2:		SUITE 120
		CITY:			LUBBOCK
		STATE:			TX
		ZIP:			79424

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ALAMOSA WISCONSIN LIMITED PARTNERSHIP
		CENTRAL INDEX KEY:			0001101380
		STANDARD INDUSTRIAL CLASSIFICATION:	 []
		IRS NUMBER:				742938839
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-68538-07
		FILM NUMBER:		1725796

	BUSINESS ADDRESS:	
		STREET 1:		5225 SOUTH LOOP 289, SUITE 120
		CITY:			LUBBOCK
		STATE:			TX
		ZIP:			79424
		BUSINESS PHONE:		8067221100

	MAIL ADDRESS:	
		STREET 1:		5225 SOUTH LOOP 289, SUITE 120
		CITY:			LUBBOCK
		STATE:			TX
		ZIP:			79424

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ALAMOSA WISCONSIN GP LLC
		CENTRAL INDEX KEY:			0001101378
		STANDARD INDUSTRIAL CLASSIFICATION:	 []
		IRS NUMBER:				752775324
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-68538-08
		FILM NUMBER:		1725797

	BUSINESS ADDRESS:	
		STREET 1:		5225 SOUTH LOOP 289, SUITE 120
		CITY:			LUBBOCK
		STATE:			TX
		ZIP:			79424
		BUSINESS PHONE:		8067221100

	MAIL ADDRESS:	
		STREET 1:		5225 SOUTH LOOP 289, SUITE 120
		CITY:			LUBBOCK
		STATE:			TX
		ZIP:			79424

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SOUTHWEST PCS LICENSES LLC
		CENTRAL INDEX KEY:			0001140198
		STANDARD INDUSTRIAL CLASSIFICATION:	 []
		IRS NUMBER:				522303152
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-68538-09
		FILM NUMBER:		1725798

	BUSINESS ADDRESS:	
		STREET 1:		5225 SOUTH LOOP 289
		STREET 2:		SUITE 120
		CITY:			LUBBOCK
		STATE:			TX
		ZIP:			79424
		BUSINESS PHONE:		8067221100

	MAIL ADDRESS:	
		STREET 1:		5225 SOUTH LOOP 289
		STREET 2:		SUITE 120
		CITY:			LUBBOCK
		STATE:			TX
		ZIP:			79424

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SOUTHWEST PCS PROPERTIES LLC
		CENTRAL INDEX KEY:			0001140197
		STANDARD INDUSTRIAL CLASSIFICATION:	 []
		IRS NUMBER:				522303150
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-68538-10
		FILM NUMBER:		1725799

	BUSINESS ADDRESS:	
		STREET 1:		5225 SOUTH LOOP 289
		STREET 2:		SUITE 120
		CITY:			LUBBOCK
		STATE:			TX
		ZIP:			79424
		BUSINESS PHONE:		8067221100

	MAIL ADDRESS:	
		STREET 1:		5225 SOUTH LOOP 289
		STREET 2:		SUITE 120
		CITY:			LUBBOCK
		STATE:			TX
		ZIP:			79424

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SOUTHWEST PCS LP
		CENTRAL INDEX KEY:			0001140196
		STANDARD INDUSTRIAL CLASSIFICATION:	 []
		IRS NUMBER:				73154917
		STATE OF INCORPORATION:			OK
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-68538-11
		FILM NUMBER:		1725800

	BUSINESS ADDRESS:	
		STREET 1:		5225 SOUTH LOOP 289
		STREET 2:		SUITE 120
		CITY:			LUBBOCK
		STATE:			TX
		ZIP:			79424
		BUSINESS PHONE:		8067221100

	MAIL ADDRESS:	
		STREET 1:		5225 SOUTH LOOP 289
		STREET 2:		SUITE 120
		CITY:			LUBBOCK
		STATE:			TX
		ZIP:			79424

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SWGP LLC
		CENTRAL INDEX KEY:			0001140195
		STANDARD INDUSTRIAL CLASSIFICATION:	 []
		IRS NUMBER:				752900875
		STATE OF INCORPORATION:			OK
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-68538-12
		FILM NUMBER:		1725801

	BUSINESS ADDRESS:	
		STREET 1:		5225 SOUTH LOOP 289
		STREET 2:		SUITE 120
		CITY:			LUBBOCK
		STATE:			TX
		ZIP:			79424
		BUSINESS PHONE:		8067221100

	MAIL ADDRESS:	
		STREET 1:		5225 SOUTH LOOP 289
		STREET 2:		SUITE 120
		CITY:			LUBBOCK
		STATE:			TX
		ZIP:			79424

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SWLP LLC
		CENTRAL INDEX KEY:			0001140194
		STANDARD INDUSTRIAL CLASSIFICATION:	 []
		IRS NUMBER:				752900875
		STATE OF INCORPORATION:			OK
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-68538-13
		FILM NUMBER:		1725802

	BUSINESS ADDRESS:	
		STREET 1:		5225 SOUTH LOOP 289
		STREET 2:		SUITE 120
		CITY:			LUBBOCK
		STATE:			TX
		ZIP:			79424
		BUSINESS PHONE:		8067221100

	MAIL ADDRESS:	
		STREET 1:		5225 SOUTH LOOP 289
		STREET 2:		SUITE 120
		CITY:			LUBBOCK
		STATE:			TX
		ZIP:			79424

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			WASHINGTON OREGON WIRELESS LICENSES LLC
		CENTRAL INDEX KEY:			0001140193
		STANDARD INDUSTRIAL CLASSIFICATION:	 []
		IRS NUMBER:				931311636
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-68538-14
		FILM NUMBER:		1725803

	BUSINESS ADDRESS:	
		STREET 1:		5225 SOUTH LOOP 289
		STREET 2:		SUITE 120
		CITY:			LUBBOCK
		STATE:			TX
		ZIP:			79424
		BUSINESS PHONE:		8067221100

	MAIL ADDRESS:	
		STREET 1:		5225 SOUTH LOOP 289
		STREET 2:		SUITE 120
		CITY:			LUBBOCK
		STATE:			TX
		ZIP:			79424

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			WASHINGTON OREGON WIRELESS PROPERTIES LLC
		CENTRAL INDEX KEY:			0001140192
		STANDARD INDUSTRIAL CLASSIFICATION:	 []
		IRS NUMBER:				931311633
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-68538-15
		FILM NUMBER:		1725804

	BUSINESS ADDRESS:	
		STREET 1:		5225 SOUTH LOOP 289
		STREET 2:		SUITE 120
		CITY:			LUBBOCK
		STATE:			TX
		ZIP:			79424
		BUSINESS PHONE:		8067221100

	MAIL ADDRESS:	
		STREET 1:		5225 SOUTH LOOP 289
		STREET 2:		SUITE 120
		CITY:			LUBBOCK
		STATE:			TX
		ZIP:			79424

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			WASHINGTON OREGON WIRELESS LLC
		CENTRAL INDEX KEY:			0001140191
		STANDARD INDUSTRIAL CLASSIFICATION:	 []
		IRS NUMBER:				931249029
		STATE OF INCORPORATION:			OR
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-68538-16
		FILM NUMBER:		1725805

	BUSINESS ADDRESS:	
		STREET 1:		5225 SOUTH LOOP 289
		STREET 2:		SUITE 120
		CITY:			LUBBOCK
		STATE:			TX
		ZIP:			79424
		BUSINESS PHONE:		8067221100

	MAIL ADDRESS:	
		STREET 1:		5225 SOUTH LOOP 289
		STREET 2:		SUITE 120
		CITY:			LUBBOCK
		STATE:			TX
		ZIP:			79424

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ALAMOSA MISSOURI PROPERTIES LLC
		CENTRAL INDEX KEY:			0001140190
		STANDARD INDUSTRIAL CLASSIFICATION:	 []
		IRS NUMBER:				431860773
		STATE OF INCORPORATION:			MO
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-68538-17
		FILM NUMBER:		1725806

	BUSINESS ADDRESS:	
		STREET 1:		5225 SOUTH LOOP 289
		STREET 2:		SUITE 120
		CITY:			LUBBOCK
		STATE:			TX
		ZIP:			79424
		BUSINESS PHONE:		8067221100

	MAIL ADDRESS:	
		STREET 1:		5225 SOUTH LOOP 289
		STREET 2:		SUITE 120
		CITY:			LUBBOCK
		STATE:			TX
		ZIP:			79424

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ALAMOSA MISSUURI LLC
		CENTRAL INDEX KEY:			0001140189
		STANDARD INDUSTRIAL CLASSIFICATION:	 []
		IRS NUMBER:				431827437
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-68538-18
		FILM NUMBER:		1725807

	BUSINESS ADDRESS:	
		STREET 1:		5225 SOUTH LOOP 289
		STREET 2:		SUITE 120
		CITY:			LUBBOCK
		STATE:			TX
		ZIP:			79424
		BUSINESS PHONE:		8067221100

	MAIL ADDRESS:	
		STREET 1:		5225 SOUTH LOOP 289
		STREET 2:		SUITE 120
		CITY:			LUBBOCK
		STATE:			TX
		ZIP:			79424

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ALAMOSA PCS INC
		CENTRAL INDEX KEY:			0001101375
		STANDARD INDUSTRIAL CLASSIFICATION:	 []
		IRS NUMBER:				742938804
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-68538-19
		FILM NUMBER:		1725808

	BUSINESS ADDRESS:	
		STREET 1:		5225 SOUTH LOOP 289
		STREET 2:		SUITE 120
		CITY:			LUBBOCK
		STATE:			TX
		ZIP:			79424
		BUSINESS PHONE:		8067221100

	MAIL ADDRESS:	
		STREET 1:		5225 SOUTH LOOP 289
		STREET 2:		SUITE 120
		CITY:			LUBBOCK
		STATE:			TX
		ZIP:			79424

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ALAMOSA HOLDINGS LLC
		CENTRAL INDEX KEY:			0001140188
		STANDARD INDUSTRIAL CLASSIFICATION:	 []
		IRS NUMBER:				752900875
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-68538-20
		FILM NUMBER:		1725809

	BUSINESS ADDRESS:	
		STREET 1:		5225 SOUTH LOOP 289
		STREET 2:		SUITE 120
		CITY:			LUBBOCK
		STATE:			TX
		ZIP:			79424
		BUSINESS PHONE:		8067221100

	MAIL ADDRESS:	
		STREET 1:		5225 SOUTH LOOP 289
		STREET 2:		SUITE 120
		CITY:			LUBBOCK
		STATE:			TX
		ZIP:			79424
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-4
<SEQUENCE>1
<FILENAME>file001.txt
<DESCRIPTION>REGISTRATION STATEMENT
<TEXT>
<PAGE>


   As filed with the Securities and Exchange Commission on August 28, 2001

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-4

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

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

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

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

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

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

                       SEE TABLE OF ADDITIONAL REGISTRANTS

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

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

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

                                   Copies to:

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

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

<PAGE>


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

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

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

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

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=====================================================================================================================
                                                      PROPOSED              PROPOSED
TITLE OF EACH CLASS OF                                 MAXIMUM               MAXIMUM
   SECURITIES TO BE                AMOUNT TO BE     OFFERING PRICE          AGGREGATE             AMOUNT OF
      REGISTERED                    REGISTERED     PER SECURITY (2)      OFFERING PRICE (2)    REGISTRATION FEE (2)
- ---------------------------------------------------------------------------------------------------------------------
<S>                              <C>                 <C>                  <C>                   <C>
13 5/8% Senior Notes due 2011
of Alamosa (Delaware), Inc.        $150,000,000        100%                  $150,000,000          $37,500
- ---------------------------------------------------------------------------------------------------------------------
Guarantees (1)
=====================================================================================================================
</TABLE>

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

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

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

================================================================================
<PAGE>


                         TABLE OF ADDITIONAL REGISTRANTS

<TABLE>
<CAPTION>

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

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

Alamosa PCS, Inc.*                            Delaware          4812                74-2938804

Alamosa Missouri, LLC*                        Missouri          4812                43-1827437

Alamosa Missouri Properties, LLC*             Missouri          4812                43-1860773

Washington Oregon Wireless, LLC*              Oregon            4812                93-1249029

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

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

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

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

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

Southwest PCS Properties, LLC*                Delaware          4812                52-2303150

Southwest PCS Licenses, LLC*                  Delaware          4812                52-2303152

Alamosa Wisconsin GP, LLC*                    Wisconsin         4812                74-2938804

Alamosa Wisconsin Limited Partnership*        Wisconsin         4812                74-2938839

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

Alamosa Finance, LLC*                         Delaware          4812                74-2938804

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

Alamosa Delaware GP, LLC*                     Delaware          4812                74-2938804

Texas Telecommunications, LP*                 Texas             4812                75-2851320

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


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

<PAGE>


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

PROSPECTUS


                SUBJECT TO COMPLETION, DATED AUGUST 28TH, 2001




                           ALAMOSA (DELAWARE), INC.


                               EXCHANGE OFFER FOR
                          13 5/8% SENIOR NOTES DUE 2011


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

     We are offering to exchange an aggregate principal amount of up to
$150,000,000 of our new 13 5/8% senior notes due 2011, which have been
registered under the Securities Act of 1933, as amended, for a like amount of
our outstanding 13 5/8% senior notes due 2011.

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

                 THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.,
              NEW YORK CITY TIME, ON [        ], 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 129 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 11 FOR A
DISCUSSION OF THE RISKS THAT YOU SHOULD CONSIDER PRIOR TO TENDERING YOUR
OUTSTANDING NOTES FOR EXCHANGE.


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

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

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

                 The date of this prospectus is         , 2001.
<PAGE>

                      WHERE YOU MAY FIND MORE INFORMATION

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

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

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

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

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

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

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

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

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

   Requests for documents should be directed to:

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

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


                          FORWARD-LOOKING STATEMENTS

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


                                       i
<PAGE>

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


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


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


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


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


    o our dependence on our affiliation with Sprint PCS;


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


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


    o our limited operating history and anticipation of future losses;


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


    o potential fluctuations in our operating results;


    o changes or advances in technology;


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


    o our ability to attract and retain skilled personnel;


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


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


    o changes in government regulation; and


    o general economic and business conditions.


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


                                       ii
<PAGE>

                              PROSPECTUS SUMMARY

     The following summary highlights selected information from this prospectus
and may not contain all of the information that is important to you. This
prospectus includes the basic terms of the notes we are offering, as well as
information regarding our business and detailed financial data. We encourage
you to read this prospectus in its entirety. References in this prospectus to
"Alamosa (Delaware)," "we," "our" and "us" refer to Alamosa (Delaware), Inc.
and our subsidiaries. "Alamosa Holdings" refers to Alamosa Holdings, Inc., our
parent holding company. References in this prospectus to the "notes" refer to
the 13 5/8% senior notes, unless otherwise indicated. References in this
prospectus to "registered notes" refers to the registered 13 5/8% senior notes
due 2011 being offered in the exchange offer. References in this prospectus to
"outstanding notes" refers to our currently outstanding 13 5/8% senior notes due
2011 that are exchangeable for the registered notes.


                                  THE COMPANY


OVERVIEW

     We are the largest network partner in terms of subscribers, revenues and
market population of Sprint PCS, the personal communications services group of
Sprint Corporation. We have the exclusive right to provide wireless mobility
communications network services under the Sprint and Sprint PCS brand names in
a territory encompassing over 15.6 million residents primarily located in
Texas, New Mexico, Arizona, Colorado, Wisconsin, Illinois, Oklahoma, Kansas,
Missouri, Washington and Oregon. For the six months ended June 30, 2001, we
generated approximately $129.4 million in revenue and ended the period with
approximately 316,000 subscribers.

     We launched Sprint PCS services in Laredo Texas in June 1999, and through
June 30, 2001, have commenced service in 62 additional markets, including
markets in territories serviced by companies that we acquired in 2001. At June
30, 2001, our systems covered approximately 10 million residents out of
approximately 15.6 million total residents in those markets. We anticipate that
we will complete the network build-out requirements required by Sprint PCS by
the end of 2001. At such time, our network will cover approximately 11 million
residents in 87 markets. The number of residents covered by our system does not
represent the number of Sprint PCS subscribers that we expect to be based in
our territories.

     Over the past year we have grown our business significantly. During the
first quarter of 2001, we completed our acquisitions of three Sprint PCS
affiliates. We acquired Roberts Wireless Communications, L.L.C. ("Roberts") and
Washington Oregon Wireless, LLC ("WOW") on February 14, 2001. We acquired
Southwest PCS Holdings, Inc. ("Southwest") on March 30, 2001. The acquisitions
added territories with a total of approximately 6.8 million residents and added
approximately 90,000 subscribers. Since the second quarter of 2000, we have
increased subscribers and revenues an average of 49% and 49%, respectively, per
quarter.


RECENT DEVELOPMENTS

     SECOND QUARTER 2001 OPERATING RESULTS. Total revenues for the second
quarter of 2001 were $83.5 million, an increase of $66.0 million over the
second quarter of 2000. Our average monthly revenue per user ("ARPU") was $91
including roaming and long distance and approximately $62 without roaming for
the second quarter of 2001, compared to approximately $85 including roaming and
long distance and approximately $65 without roaming for the second quarter of
2000. We added over 54,000 new subscribers in the second quarter of 2001,
representing a 204% increase from 17,995 net subscriber additions in the second
quarter of 2000. Our churn rate (excluding 30 day returns) for the second
quarter of 2001 was 2.4% compared to 3.0% for the second quarter of 2000. We
had approximately 245,000 more subscribers at June 30, 2001 than at June 30,
2000, an increase of over 354%.

     NEW RATE AGREEMENT. On April 27, 2001, we announced that Sprint PCS had
reached an agreement in principle with its network partners, including us and
our subsidiaries, providing for a reduction in the


                                       1
<PAGE>

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 was 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, which we expect to be approximately 10 cents per
minute.

     DEBT COVENANT WAIVER. In connection with the Roberts and WOW acquisitions,
we entered into a new senior secured credit facility the ("senior secured
credit facility") for up to $280 million, which was later increased to $333
million, in connection with the Southwest acquisition. As of March 31, 2001, we
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, we reported an EBITDA loss of $16.7 million,
which exceeded the maximum negative EBITDA covenant by $7 million. On May 8,
2001, we obtained a waiver of any default or event of default arising from the
failure to comply with the covenant for the quarter ended March 31, 2001 from
the lenders under the senior secured credit facility. We met the negative
EBITDA covenant in the senior secured credit facility for the quarter ended
June 30, 2001.

     AMENDMENT TO THE SENIOR SECURED CREDIT FACILITY. Concurrently with the
issuance of the outstanding notes, we paid down the senior secured credit
facility by approximately $65.8 million, and reduced the amount of the senior
secured credit facility to $225 million.


ADDITIONAL INFORMATION

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


                                       2
<PAGE>

                              THE EXCHANGE OFFER


     On August 15, 2001, we issued and sold $150 million aggregate principal
amount of 13 5/8% 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 the outstanding 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.


Securities Offered..........   Up to $150 million in principal amount of new
                               13 5/8% senior notes due 2011, registered under
                               the Securities Act of 1933. The terms of the
                               notes offered in the exchange offer are
                               substantially identical to those of the
                               outstanding notes, except that the transfer
                               restrictions, registration rights and special
                               interest provisions relating to the outstanding
                               notes do not apply to the new registered notes.


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


Tenders; Expiration Date;
 Withdrawal.................   The exchange offer will expire at 5:00 p.m.,
                               New York City time, on [     ], unless we extend
                               it. If you decide to exchange your outstanding
                               notes for registered notes, you must acknowledge
                               that you are not engaging in, and do not intend
                               to engage in, a distribution of the registered
                               notes. You may withdraw any notes that you tender
                               for exchange at any time prior to 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.


                                       3
<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".


                                       4
<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..........   $150.0 million aggregate principal amount of
                               13 5/8% senior notes due 2011.


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


Maturity Date...............   August 15, 2001.


Interest....................   13 5/8% per annum, payable semi-annually on
                               February 15 and August 15, beginning on February
                               15, 2002.


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
                                  our 12 1/2% senior notes due 2011; 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.


                                       5
<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 the full amount of
                               the borrowings under that facility. 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 $39.2 million from the proceeds of
                               such offering (either in cash or U.S. government
                               securities) to secure on a pro rata basis our
                               payment obligations under the notes, the 12 7/8%
                               senior discount notes and the 12 1/2% senior
                               notes. The amount that was deposited in the
                               security account created in connection with the
                               offering of the outstanding notes (the "August
                               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
                               August security account to make interest payments
                               on the notes, the 12 7/8% senior discount notes
                               and the 12 1/2% senior notes as they become due,
                               so long as there does not exist an event of
                               default with respect to the notes, the 12 7/8%
                               senior discount notes or the 12 1/2% senior
                               notes; provided, however, that payments of
                               interest when due on the 12 1/2% senior notes
                               shall be made first out of the security account
                               created in connection with the 12 1/2% senior
                               notes (the "January security account"), and then
                               out of the August security account to the extent
                               there is a shortfall in the January security
                               account. An interest payment on the 12 1/2%
                               senior notes will become due on August 1, 2003,
                               when there will be funds remaining in the August
                               security account but no funds remaining in the
                               January security account. At that time, the funds
                               remaining in the August security account will be
                               available to make the interest payment due on the
                               12 1/2% senior notes. However, it is the
                               Company's present intention to make the August 1,
                               2003 interest payment on the 12 1/2% senior notes
                               out of available cash flow and to make the fourth
                               interest payment on the notes out of the
                               remaining funds in the August security account.
                               See "Description of Notes -- Security Agreement."


Optional Redemption.........   During the first 36 months of this offering, 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 113.625% of the principal amount as of
                               the date of redemption, provided that at least
                               65% of the principal amount of the notes
                               originally issued remains outstanding immediately
                               after the redemption.

                               See "Description of Notes--Optional Redemption."

                                       6
<PAGE>

                               On or after August 15, 2006, we may redeem all
                               or part of the 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 notes contains
                               covenants that, among other things and subject to
                               important exceptions, limit our ability and the
                               ability of our existing and future domestic
                               restricted subsidiaries to:

                                o incur additional debt or issue preferred
                                  stock;

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

                                o create liens on assets;

                                o merge, consolidate or dispose of assets;

                                o enter into transactions with affiliates; and

                                o change lines of business.

                               See "Description of Notes--Certain Covenants."


                                 RISK FACTORS

     See "Risk Factors" beginning on page 11 for a discussion of factors that
should be considered by holders of the outstanding notes in the exchange offer.



                                       7
<PAGE>

                           ALAMOSA (DELAWARE), INC.
                   SELECTED HISTORICAL FINANCIAL INFORMATION


     The selected historical 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).


     The selected historical financial data presented under the captions
"Selected Operating Data" and "Selected Balance Sheet Data" as of June 30, 2001
and 2000 and for the six months ended June 30, 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 six month period ended
June 30, 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 six month period ended June 30, 2001 and June 30, 2000, and for the
periods ended December 31, 2000, 1999, and 1998 and the related notes.




<TABLE>
<CAPTION>
                                         FOR THE PERIOD
                                         JULY 16, 1998
                                          (INCEPTION)           FOR THE YEAR ENDED                FOR THE SIX MONTHS
                                            THROUGH                DECEMBER 31,                     ENDED JUNE 30,
                                          DECEMBER 31,    -------------------------------   -------------------------------
                                              1998             1999             2000             2000             2001
                                        ---------------   --------------   --------------   --------------   --------------
                                                                               (DOLLARS IN THOUSANDS)
<S>                                     <C>               <C>              <C>              <C>              <C>
SELECTED OPERATING DATA:
Revenues:
 Service revenues ...................      $      --        $    6,534       $   73,500       $   25,661       $  119,422
 Product sales ......................             --             2,450            9,200            3,772            9,947
                                           ---------        ----------       ----------       ----------       ----------
   Total revenue ....................             --             8,984           82,700           29,433          129,369
                                           ---------        ----------       ----------       ----------       ----------
Costs and expenses ..................            959            39,656          151,597           53,291          192,465
Interest and other income/
 (expense) ..........................             35            (2,164)         (11,291)          (4,630)         (26,475)
                                           ---------        ----------       ----------       ----------       ----------
Net loss before extraordinary
 item ...............................           (924)          (32,836)         (80,188)         (28,488)         (89,571)
                                           ---------        ----------       ----------       ----------       ----------
Income tax benefit ..................             --                --               --               --           31,306
Loss on debt extinguishment .........             --                --               --               --           (3,503)
Net loss ............................      $    (924)       $  (32,836)      $  (80,188)      $  (28,488)      $  (61,768)
                                           =========        ==========       ==========       ==========       ==========
Deficiency of earnings before
 fixed charges (1) ..................           (924)          (33,493)         (80,188)         (28,488)         (90,552)
Pro forma deficiency of earnings
 before fixed charges (7) ...........                                           (95,357)                          (98,137)
</TABLE>

                                       8
<PAGE>


<TABLE>
<CAPTION>
                                                     AS OF DECEMBER 31,                              AS OF JUNE 30,
                                     ---------------------------------------------------   -----------------------------------
                                          1998              1999              2000               2000               2001
                                     --------------   ---------------   ----------------   ----------------   ----------------
SELECTED BALANCE SHEET DATA:
<S>                                  <C>              <C>               <C>                <C>                <C>
  Cash and cash equivalents ......     $ 13,529         $   5,656         $  141,768         $  241,038         $  122,092
  Short-term investments .........           --                --              1,600             21,841                 --
  Property and equipment, net.....        2,093            84,714            228,983            142,220            410,432
  Restricted cash ................           --               518                 --                 --             70,727
  Goodwill and intangible
   assets, net ...................           --                --                 --                 --            856,141
  Total assets ...................       15,674           104,492            458,398            428,691          1,542,688
  Accounts payable and
   accrued expenses ..............          846            16,335             61,386             43,975             93,451
  Long-term debt .................          708(2)         72,703(3)         264,843(4)         201,914(5)         677,313(6)
  Total liabilities ..............        1,598            93,052            327,000            246,439            927,236
  Total stockholder's equity .....       14,076            11,440            131,398            182,252            615,452
  Total liabilities and
   stockholder's equity ..........       15,674           104,492            458,398            428,691          1,542,688
</TABLE>

- ----------
(1)   For purposes of computing the deficiency of earnings before fixed
      charges, fixed charges consist of interest expense, capitalized interest,
      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.

(2)   Reflects capital lease obligations of $708.

(3)   Reflects indebtedness incurred under the credit facility (the "EDC credit
      facility") entered into with Export Development Corprpation (which was
      refinanced with the senior secured credit facility) of $71,876 and
      capital lease obligations of $827.

(4)   Reflects indebtedness incurred under the 12 7/8% senior discount notes of
      $209,280, EDC credit facility of $54,524, and capital lease obligations
      of $1,039.

(5)   Reflects indebtedness incurred under the 12 7/8% senior discount notes of
      $196,575, EDC credit facility of $4,524 and capital lease obligations of
      $815.

(6)   Reflects indebtedness incurred under the 12 7/8% senior discount notes of
      $222,807, 12 1/2% senior notes of $250,000, senior secured credit
      facility of $203,000 and capital lease obligations of $1,506.

(7)   For purposes of computing the pro forma deficiency of earnings before
      fixed charges, in addition to the items listed in note (1), above, we
      have applied the proceeds of the debt and associated interest expense, as
      if the offering of the outstanding notes had occurred on January 1, 2000.



                                       9
<PAGE>

                                 CAPITALIZATION

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

    o On a historical basis as of June 30, 2001; and

    o On an adjusted basis reflecting (1) the issuance of the 13 5/8% senior
      notes in the amount of $150.0 million less original issue discount and
      offering-related expenses of approximately $9.5 million, (2) the pay down
      of the senior secured credit facility of approximately $65.8 million, and
      (3) the use of approximately $39.2 million of the net proceeds to
      establish a security account to secure on a pro rata basis our payment
      obligations under the notes, the 12 7/8% senior discount notes and the
      12 1/2% senior notes.




<TABLE>
<CAPTION>
                                                                AS OF JUNE 30, 2001
                                                          -------------------------------
                                                              ACTUAL         AS ADJUSTED
                                                          --------------   --------------
                                                              (DOLLARS IN THOUSANDS,
                                                                     UNAUDITED)
<S>                                                       <C>              <C>
Cash and cash equivalents .............................     $  122,092       $  157,560
Short-term investments ................................             --               --
Restricted cash (1) ...................................         70,727          109,967
Short-term debt:
 Current portion of capital lease obligations .........     $      138       $      138
Long-term debt:
 Senior secured credit facility .......................        203,000          137,162
 12 7/8% senior discount notes ........................        222,807          222,807
 12 1/2% senior notes .................................        250,000          250,000
 13 5/8% senior notes .................................             --          150,000
 Capital lease obligations ............................          1,506            1,506
                                                            ----------       ----------
 Total long-term debt .................................        677,313          761,475
Stockholder's 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 issued and outstanding, actual and
 as adjusted ..........................................             --               --
Additional paid-in capital ............................        791,932          791,932
Unearned compensation .................................           (930)            (930)
Accumulated other comprehensive income, net of tax.....            166              166
Accumulated deficit ...................................       (175,716)        (175,716)
                                                            ----------       ----------
Total stockholder's equity ............................        615,452          615,452
                                                            ----------       ----------
Total capitalization ..................................     $1,292,903       $1,377,065
                                                            ==========       ==========
</TABLE>

- ----------
(1)   Restricted cash includes (i) $59.0 million and $39.2 million,
      respectively, placed in two separate security accounts to secure on a pro
      rata basis the payment obligations under the 12 7/8% senior discount
      notes, the 12 1/2% senior notes and the notes and (ii) $11.5 million as
      interest collateral for the senior secured credit facility.


                                       10
<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 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 the 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.


     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.
During the six months ended June 30, 2001, we experienced a significantly
higher increase in usage by our subscribers outside our network compared to the
increase in usage by other Sprint PCS subscribers on our network than we had
previously anticipated. That relative increase in outbound versus inbound usage
contributed to a larger EBITDA loss for the quarter ended June 30, 2001 than we
had previously anticipated. If this trend in the ratio of outbound to inbound
usage continues, our results of operations may be negatively affected in the
future. In addition, on April 27, 2001, Alamosa Holdings reached an agreement
with Sprint PCS providing for a reduction in the reciprocal rate exchanged
between Sprint PCS and us for each other's customers that travel into
territories covered by the other party's portion of the Sprint PCS network.
Depending on the pattern of usage by our subscribers and Sprint PCS
subscribers, the rate reductions may result in lower revenues for us, which may
negatively affect our results of operations. See "Offering Memorandum Summary
- -- The Company -- Recent Developments."


     OUR ROAMING ARRANGEMENTS MAY NOT BE COMPETITIVE WITH OTHER WIRELESS
     SERVICE PROVIDERS, WHICH MAY RESTRICT OUR ABILITY TO ATTRACT AND RETAIN
     CUSTOMERS AND THUS MAY ADVERSELY AFFECT OUR OPERATIONS.

     We rely on roaming arrangements with other wireless service providers for
coverage in some areas. Some risks related to these arrangements are as
follows:

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

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


                                       11
<PAGE>

     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.


     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.

     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.


     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


                                       12
<PAGE>

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 Federal Communications
Commission. 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 additional new businesses, we may encounter difficulties that may
be costly and time-consuming, may slow our growth or may lower the value of the
notes. Examples of such difficulties are that we may have to:

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

     o integrate new technologies with our existing technology;

     o integrate new operations with our existing operations;

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

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


     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
$500.8 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, borrowings under the senior
secured credit facility and funds available from the issuance of the notes.
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. If we contract to develop additional markets, we will need
to raise additional equity or debt capital. These additional funds may not


                                       13
<PAGE>

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.


     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. 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. 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.


     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.


                                       14
<PAGE>

RISKS RELATED TO OUR INDEBTEDNESS


     OUR SUBSTANTIAL LEVERAGE COULD ADVERSELY AFFECT OUR FINANCIAL HEALTH.

     We are highly leveraged. As of June 30, 2001, after giving effect to the
issuance of the notes and the application of the net proceeds therefrom, our
total outstanding debt, excluding unused commitments made by lenders, would
have been approximately $761.5 million. As of that date, such total long term
indebtedness represents approximately 55% of our total capitalization.

     The senior secured credit facility and the indentures governing the 12 7/8%
senior discount notes, the 12 1/2% senior notes, and the notes permit us to
incur additional indebtedness subject to certain 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 12 7/8%
senior discount notes, 12 1/2% senior 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.


     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 the 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.


                                       15
<PAGE>

     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.

     In addition, 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.

     As of March 31, 2001, we did not meet the maximum negative EBITDA covenant
under the senior secured credit facility, which had an outstanding balance of
$203.0 million. 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. 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 quarter
ended March 31, 2001 from the lenders under the senior secured credit facility.
We met the negative EBITDA covenant for the quarter ended June 30, 2001.

     We believe that the EBITDA covenants in the senior secured credit facility
will be met for the next twelve months. However, in connection with negotiating
modified financial covenants to the senior secured credit facility, we have
provided our senior lenders with various models some of which may include
losses larger than the maximum losses contemplated by our public guidance
published on August 8, 2001. Our EBITDA is directly impacted by the upfront
selling and marketing expenses we incur in order to increase our subscriber
base, so in the event we experience greater than expected subscriber growth
there is a material risk that we will not achieve our publicly forecasted
results.

     The senior secured credit facility was amended simultaneously with the
closing of the offering of the outstanding notes to, among other things, permit
the offering of the outstanding notes, reduce the amount of the senior secured
credit facility to approximately $225.0 million and modify the financial
covenants.


                                       16
<PAGE>

     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 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


                                       17
<PAGE>

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.


     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 or change other characteristics of their plans in
       a way that may not be economically sufficient for our business. See
       "Offering Memorandum Summary -- The Company -- Recent Developments."

     o Sprint PCS could further change the per minute rate for Sprint PCS
       roaming fees and increase the costs for Sprint PCS to perform back office
       services. See "Offering Memorandum Summary -- The Company -- 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. On more than one occasion in the past year, we have failed to meet
the requirements of the Sprint PCS build-out schedule due to force majeure
conditions in particular territories. In the event that we have a similar
failure and Sprint PCS disagrees with us over the presence of a force majeure
condition, Sprint PCS may choose to attempt to terminate one or more of our
affiliation agreements. 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.


     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


                                       18
<PAGE>

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 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 $11.0
million. We expect this number to significantly increase as our number of
subscribers 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.


     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.


                                       19
<PAGE>

     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.

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.


                                       20
<PAGE>

     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.

     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 $225.0 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 circumstances, 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.


                                       21
<PAGE>

     WE MAY BE UNABLE TO PURCHASE THE NOTES UPON A CHANGE OF CONTROL.

     Upon a change of control event, we would be required to offer to purchase
the notes for cash at a price equal to 101% of their aggregate principal
amount, plus accrued and unpaid interest, if any. We would also be required to
offer to purchase our 12 7/8% senior discount notes and our 12 1/2% senior 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 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;


                                       22
<PAGE>

     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 OUR ABILITY TO SERVICE OUR OBLIGATIONS
     UNDER THE NOTES MAY BE IMPAIRED.


     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 our
ability to service our obligations under the notes may be impaired, 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.


     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 have in the past experienced difficulty, and may in the future 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.


                                       23
<PAGE>

                              THE EXCHANGE OFFER



PURPOSE OF THE EXCHANGE OFFER

     When we sold the outstanding notes on August 15, 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 November 13, 2001;

     o the registration statement is not declared effective by February 11,
       2002; or

     o the exchange offer has not been completed by March 13, 2002.

     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.



TERMS OF THE EXCHANGE OFFER

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

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

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

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

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

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

     We expressly reserve the right, in our sole discretion:

     o to extend the expiration date;

     o to delay accepting any outstanding notes;

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

     o to amend the exchange offer in any manner.

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


                                       24
<PAGE>

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


HOW TO TENDER NOTES FOR EXCHANGE

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

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

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

     In addition, either:

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

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

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

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

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

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

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

     o for the account of an eligible institution.

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

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


                                       25
<PAGE>

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

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

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

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

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

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

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

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

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

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

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


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

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


                                       26
<PAGE>

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


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


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


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


     o all other required documents.


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


BOOK-ENTRY TRANSFERS


     The exchange agent will make a request to establish an account with
respect to the outstanding notes at the DTC for purposes of the exchange offer
within two business days after the date of this prospectus. Any financial
institution that is a participant in the DTC's systems must make book-entry
delivery of outstanding notes by causing the DTC to transfer such outstanding
notes into the exchange agent's account at the DTC in accordance with the DTC's
procedures for transfer. Such participant should transmit its acceptance to the
DTC on or prior to the expiration date or comply with the guaranteed delivery
procedures described below. DTC will verify such acceptance, execute a
book-entry transfer of the tendered outstanding notes into the exchange agent's
account at DTC and then send to the exchange agent confirmation of such
book-entry transfer. The confirmation of such book-entry transfer will include
an agent's message confirming that DTC has received an express acknowledgment
from such participant that such participant has received and agrees to be bound
by the letter of transmittal and that we may enforce the letter of transmittal
against such participant. Delivery of notes issued in the exchange offer may be
effected through book-entry transfer at DTC. However, the letter of transmittal
or facsimile thereof or an agent's message, with any required signature
guarantees and any other required documents, must:


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


    o comply with the guaranteed delivery procedures described below.


                                       27
<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


                                       28
<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


                                       29
<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>
<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
MAC N9303-110                        MAC N9303-110                             12th Floor -- Northstar East Building
PO Box 1517                          Sixth & Marquette Avenue                  Corporate Trust Services
Minneapolis, MN 55480                Minneapolis, MN 55479                     608 Second Avenue South
                                                                               Minneapolis, MN
</TABLE>

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

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

DELIVERY OF 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.


                                       30
<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);


                                       31
<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.


                                       32
<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 the largest network partner in terms of subscribers, revenues and
market population of Sprint PCS, the personal communications services group of
Sprint Corporation. We have the exclusive right to provide wireless mobility
communications network services under the Sprint and Sprint PCS brand names in
a territory encompassing over 15.6 million residents primarily located in
Texas, New Mexico, Arizona, Colorado, Wisconsin, Illinois, Oklahoma, Kansas,
Missouri, Washington and Oregon. For the six months ended June 30, 2001, we
generated approximately $129.4 million in revenue and ended the period with
approximately 316,000 subscribers.

     We launched Sprint PCS services in Laredo Texas in June 1999, and through
June 30, 2001, have commenced service in 62 additional markets, including
markets in territories serviced by companies that we acquired in 2001. At June
30, 2001, our systems covered approximately 10 million residents out of
approximately 15.6 million total residents in those markets. We anticipate that
we will complete the network build-out requirements required by Sprint PCS by
the end of 2001. At such time, our network will cover approximately 11 million
residents in 87 markets. The number of residents covered by our system does not
represent the number of Sprint PCS subscribers that we expect to be based in
our territories.

     Over the past year we have grown our business significantly. During the
first quarter of 2001, we completed our acquisitions of three Sprint PCS
affiliates. We acquired Roberts Wireless Communications, L.L.C. ("Roberts") and
Washington Oregon Wireless, LLC ("WOW") on February 14, 2001. We acquired
Southwest PCS Holdings, Inc. ("Southwest") on March 30, 2001. The acquisitions
added territories with a total of approximately 6.8 million residents and added
approximately 90,000 subscribers Since the second quarter of 2000, we have
increased subscribers and revenues an average of 49% and 49%, respectively, per
quarter.


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.

     Alamosa (Delaware), Inc. (formerly Alamosa PCS Holdings) was formed in
October 1999 to operate as a holding company. 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.


                                       33
<PAGE>

     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.

     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 (Delaware) 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."

     We were formed in July 2000 to operate as a holding company. On February
14, 2001, Alamosa Sub I, Inc., our wholly owned subsidiary, merged with and
into Alamosa PCS Holdings, with Alamosa PCS Holdings surviving the merger and
becoming our wholly owned subsidiary. 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 our common stock.

     On February 14, 2001, we completed our acquisition of Roberts and WOW.
Roberts' service area, which included 2.5 million people, included 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 included 1.5 million people, included 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. Southwest's
service area, which included 2.8 million people, included 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
subscribers.

     In connection with the Roberts and WOW acquisitions, we entered into a new
senior secured credit facility for up to $280.0 million. In connection with the
acquisition of Southwest, we increased the amount of the senior secured credit
facility from $280.0 million to $333.0 million. The senior secured credit
facility was reduced to $225.0 million concurrently with the issuance of the
outstanding notes.


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.


                                       34
<PAGE>

     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.


MARKETS


     We believe part of our success is attributable to the strategic
attractiveness of our markets. We believe our markets are attractive for
several reasons:


     o PROXIMITY TO MAJOR SPRINT PCS MARKETS. Our markets are located near or
       around several major Sprint PCS markets, including Dallas, San Antonio,
       Kansas City, St. Louis, Phoenix, Seattle, Portland, Milwaukee,
       Minneapolis, Tulsa and Wichita.


     o FEWER COMPETITORS. We believe we face a smaller number of competitors in
       our markets than the typical Sprint PCS market and fewer competitors than
       is generally the case for service providers operating in more urban
       areas.


     o MEXICO / U.S. BORDER. Our territories include more than 75% of the
       Mexico / U.S. border area.


     o HIGH POPULATION GROWTH MARKETS. The overall population growth rate in
       our territories has been approximately 37% above the national average for
       the past ten years.


                                       35
<PAGE>

     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 as of June 30,
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>
                                                                        ESTIMATED         ESTIMATED
                                               BTA        MHZ OF          TOTAL            COVERED          DATE
LOCATION                                     NO. (1)     SPECTRUM     RESIDENTS (2)     RESIDENTS (3)     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
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
</TABLE>

                                       36
<PAGE>


<TABLE>
<CAPTION>
                                                                      ESTIMATED         ESTIMATED
                                             BTA        MHZ OF          TOTAL            COVERED          DATE
LOCATION                                   NO. (1)     SPECTRUM     RESIDENTS (2)     RESIDENTS (3)     LAUNCHED
- ---------------------------------------   ---------   ----------   ---------------   ---------------   ---------
<S>                                       <C>         <C>          <C>               <C>               <C>
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                 *            *
Roswell ...............................      386      10                80,800                 *            *
Santa Fe ..............................      407      10               218,800           140,100          3Q99
Las Cruces ............................      244      10               249,900           195,200          3Q99

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

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

TEXAS
Eagle Pass-Del Rio ....................      121      30               117,400           111,600          1Q00
El Paso ...............................      128      20               748,200           702,400          3Q99
Laredo ................................      242      30               216,400           212,400          2Q99
Wichita Falls .........................      473      30               222,500           135,600          4Q98
Abilene ...............................        3      30               261,700           155,200          4Q99
Amarillo ..............................       13      30               410,300           240,900          3Q99
Big Spring ............................       40      30                35,800
Lubbock ...............................      264      30               409,200           359,600          3Q99
Midland ...............................      296      30               120,800           106,300          3Q99
Odessa ................................      327      30               209,100           146,800          3Q99
San Angelo ............................      400      30               161,900           106,100          4Q99

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

WISCONSIN
Appleton-Oshkosh ......................       18      30               452,400           359,000          4Q00
Eau Claire ............................      123      30               195,400                 *            *
</TABLE>

                                       37
<PAGE>


<TABLE>
<CAPTION>
                                                                 ESTIMATED         ESTIMATED
                                        BTA        MHZ OF          TOTAL            COVERED          DATE
LOCATION                              NO. (1)     SPECTRUM     RESIDENTS (2)     RESIDENTS (3)     LAUNCHED
- ----------------------------------   ---------   ----------   ---------------   ---------------   ---------
<S>                                  <C>         <C>          <C>               <C>               <C>
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>

- ----------
*     These markets have not yet been launched.

(1)   BTA No. refers to the basic trading area number assigned to that market
      by 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 June 30, 2001,
we had approximately 316,000 Sprint PCS subscribers.


NETWORK OPERATIONS

     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 June 30, 2001, our portion of the Sprint PCS network included 1,283
base stations and 10 switching centers.


                                       38
<PAGE>

PRODUCTS AND SERVICES

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

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

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

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


ROAMING

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

     NON-SPRINT PCS ROAMING. Non-Sprint PCS roaming includes both inbound
non-Sprint PCS roaming, when a non-Sprint PCS subscriber uses our portion of
the Sprint PCS network, and outbound non-Sprint PCS roaming, when a Sprint PCS
subscriber based in our territories uses a non-Sprint PCS network. Pursuant to
roaming agreements between Sprint PCS and other wireless service providers,
when another wireless service provider's subscriber uses our portion of the
Sprint PCS network, we earn 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.


                                       39
<PAGE>

     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 June 30, 2001, we owned and operated 57
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 agreement with
RadioShack to build a "store within a store," making Sprint PCS one of two
brands of wireless mobility communications network services using CDMA
technology in the 1900 MHz spectrum and products sold through RadioShack
stores. As of June 30, 2001, RadioShack had approximately 265 stores in our
territories.

     OTHER NATIONAL THIRD PARTY RETAIL STORES. In addition to RadioShack, we
benefit from the distribution agreements established by Sprint PCS with other
national and regional retailers such as Best Buy, Circuit City and Target. As
of June 30, 2001, these retailers had approximately 368 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 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:


                                       40
<PAGE>

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

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

     o competitive pricing pressures; and

     o aggressive marketing and promotions.


TECHNOLOGY

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

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


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


                                       41
<PAGE>

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, Voicestream Wireless, Verizon Wireless and
Alltel.

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

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

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

     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.


                                       42
<PAGE>

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

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

     o nationwide network;

     o our network coverage and reliability; and

     o CDMA technology.

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

     o new services and technologies that may be introduced;

     o changes in consumer preferences;

     o demographic trends;

     o economic conditions; and

     o discount pricing strategies by competitors.


INTELLECTUAL PROPERTY

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

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

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


EMPLOYEES

     As of June 30, 2001, we employed 846 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 June 30, 2001 we leased 57 retail stores and 10
switching centers. As of June 30, 2001 we leased 1,283 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


                                       43
<PAGE>

during network build-out and operations. The expenditures arise in connection
with standards compliance or permits which are usually related to generators,
batteries or fuel storage. Our environmental compliance expenditures have not
been material to our financial statements or to our operations and are not
expected to be material in the future.


LEGAL PROCEEDINGS


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


                                       44
<PAGE>

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

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


OVERVIEW

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

     Since our inception, we have incurred substantial costs to negotiate our
contracts with Sprint PCS and our debt financing, to raise funds in the public
market, to engineer our wireless system, to develop our business infrastructure
and distribution channels and to build-out our portion of the Sprint PCS
network. As of June 30, 2001, our accumulated deficit was $175.7 million.
Through June 30, 2001, we incurred $443.8 million of capital expenditures and
construction in progress including capital expenditures related to the
build-out of our portion of the Sprint PCS network, including costs connected
to the acquisition of Roberts, WOW and Southwest. 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 June 30, 2001 it included approximately
10.0 million covered residents, including the acquisitions of Roberts, WOW and
Southwest.

     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 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 and 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. In
connection with the


                                       45
<PAGE>

Southwest acquisition, we increased the senior secured credit facility from
$280 million to $333 million. Each of these transactions was accounted for
under the purchase method of accounting.

     On February 14, 2001, as part of the reorganization transaction in which
we acquired Roberts and WOW, Alamosa PCS Holdings merged with a wholly owned
subsidiary of Alamosa Holdings and became a wholly owned subsidiary of Alamosa
Holdings, with Alamosa Holdings becoming the new public holding company,
Alamosa PCS 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 our common stock.

     We launched Sprint PCS service in our first market, Laredo, Texas, in June
1999, and have since commenced service in 62 additional markets including
acquisitions, through June 30, 2001. At June 30, 2001 our systems, including
acquisitions, covered approximately 10.0 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 June 30, 2001, approximately
316,000 Sprint PCS subscribers were based in our territories.


RESULTS OF OPERATION

FOR THE QUARTER AND SIX MONTHS ENDED JUNE 30, 2001 COMPARED TO THE QUARTER AND
SIX MONTHS ENDED JUNE 30, 2000

     NET LOSS. Our net loss for the quarter ended June 30, 2001 was $34.3
million as compared to a net loss of $12.9 million for the quarter ended June
30, 2000. Net loss for the six months ended June 30, 2001 was $61.8 million
compared to a net loss of $28.5 million for the six months ended June 30, 2000.
These losses were the result of the continued incurrence of start-up expenses
relative to the preparation of markets for commercial launch and the operation
of markets in service.

     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 under a variety of service plans. These plans generally
reflect the terms of national plans offered by Sprint PCS. We receive Sprint
PCS roaming revenue at a per minute rate 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. This reciprocal rate was 20 cents per minute
for travel from inception through May 31, 2001. Pursuant to our affiliation
agreements with Sprint PCS, Sprint PCS can change this per minute rate. Sprint
and the Company recently agreed to change the reciprocal roaming rate to 15
cents effective June 1, 2001, 12 cents effective October 1, 2001, and 10 cents
effective January 1, 2002 and thereafter. The long distance rate of 6 cents per
minute remains unchanged. Service revenues were $77.5 million for the quarter
ended June 30, 2001 compared to $15.4 million for the quarter ended June 30,
2000 Service revenues were $119.4 million for the six months ended June 30,
2001, and $25.7 million for the six months ended June 30, 2000. These increases
are due to the growth in our subscribers and the approximately 90,000
subscribers acquired in the first quarter of 2001, resulting from the closing
of the merger with WOW, Roberts and Southwest.

     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.
For the quarter ended June 30, 2001 our average monthly revenue per user
("ARPU") including roaming and long distance revenue was approximately $91
compared to approximately $85 for the same quarter of 2000. For the six months
ended June 30, 2001, ARPU for Sprint PCS customers in our territories,
including long distance and roaming revenue, was approximately $88 and was
approximately $85 for the six months ended June 30, 2000. For the quarter ended
June 30, 2001, ARPU without roaming


                                       46
<PAGE>

was approximately $62 compared to $65 for the quarter ended June 30, 2000.
Without roaming, our ARPU was approximately $61 and $64 for the six months
ended June 30, 2001 and 2000, respectively.

     PRODUCT SALES. 100% of the revenue from the sale of handsets and
accessories through our retail stores and to our local indirect distributors
are recorded, net of an allowance for returns, as product sales. Product sales
for the quarter ended June 30, 2001 totaled $6.0 million compared to $2.2
million for the same quarter of 2000. The amount recorded for the six months
ended June 30, 2001 totaled $9.9 million as compared to $3.8 million for the
six months ended June 30, 2000. The increase in product sales, for both the
quarter and the year can be attributed to the opening of retail stores and the
addition of local indirect distributors in markets launched in the last half of
2000 and the acquisitions of WOW, Roberts and Southwest in the first quarter of
2001. Our 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. These expenses include 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. Cost of service and operations totaled $53.9 million and $11.2
million for the quarters ended June 30, 2001 and 2000, respectively. Cost of
service and operations totaled $86.2 million for the six months ended June 30,
2001 and $19.1 million for the six months ended June 30, 2000, related to
providing wireless services to customers and are included in cost of services
and operations. The increase is primarily attributable to the increase in
subscribers in 2001 as compared to 2000. Also included is non-cash compensation
expense related to the Company's stock option plans of $159 for the quarter
ended June 30, 2000. No non-cash compensation expense was recognized in the
2001 for service and operations. 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. Sprint and the Company recently agreed 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 stores
and to our local indirect retailers totaled $10.5 million for the quarter ended
June 30, 2001 as compared to $3.7 million for the quarter ended June 30, 2000.
Cost of products sold was $18.6 million and $7.0 million for the six months
ended June 30, 2001 and 2000, respectively. The increase was due to growth in
our subscribers between June 30, 2000 and June 30, 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 $4.8 million for the quarter ended June 30,
2001 and $1.6 million for the quarter ended June 30, 2000. For the six months
ended June 30, 2001, handset subsidy through our retail stores was $9.1 million
compared to $3.3 million for the same period of 2000.

     SELLING AND MARKETING. Selling and marketing expenses totaled $24.8
million for the quarter ended June 30, 2001 and $8.1 million for the quarter
ended June 30, 2000. Selling and marketing expenses were $43.3 million and
$14.7 million for the six months ended June 30, 2001 and 2000, respectively.
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. The amount of handset
subsidy from channels other than our retails stores and sales to local
indirects included in selling and marketing totaled $2.7 million and $1.1
million for the quarters ended June 30, 2001 and 2000, respectively. For the
six months ended June 30, 2001 the amount of handset subsidy from channels
other than our retail stores and sales to local indirects included in selling
and marketing totaled $4.4 million as compared to $2.3 million for the six
months ended June 30, 2000.


                                       47
<PAGE>

     GENERAL AND ADMINISTRATIVE EXPENSES. For the quarters ended June 30, 2001
and 2000, general and administrative expenses totaled $3.4 million and $2.8
million, respectively. For the six months ended June 30, 2001, these expenses
totaled $7.3 million compared to $7.7 million for the six months ended June 30,
2000. General and administrative expenses include corporate costs and expenses
such as administration, human resources and accounting and finance. Also
included in general and administrative expenses is non-cash compensation
expense related to the Company's stock option plans of $762 for the quarter
ended June 30, 2000. No non-cash compensation expense was recorded for the
quarter ended June 30, 2001. For the six months ended June 30, 2001, $183 of
non-cash compensation expense was recorded as compared to $4.3 million for the
six months ended June 30, 2000.

     DEPRECIATION AND AMORTIZATION. Depreciation and amortization for the
quarter ended June 30, 2001 totaled $25.2 million as compared to $2.5 million
for the quarter ended June 30, 2000. For the six months ended June 30, 2001 and
June 30, 2000, depreciation and amortization totaled $37.2 million and $4.7
million, respectively. Included in depreciation and amortization for the
quarter ended June 30, 2001 and the six months June 30, 2001, was $14.6 million
and $19.2 million, respectively, of amortization of goodwill and identified
intangibles that resulted from the mergers with Roberts, WOW and Southwest.
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 June
2000.

     INTEREST AND OTHER INCOME. Interest and other income totaled $2.5 million
for the quarter ended June 30, 2001 and $4.4 million for the quarter ended June
30, 2000. Interest and other income totaled $8.2 million and $6.7 million for
the six months ended June 30, 2001 and 2000, respectively. 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 $19.9 million for the quarter
ended June 30, 2001 and $6.6 million for the quarter ended June 30, 2000. For
the six months ended June 30, 2001, interest expense was $34.7 million compared
to $11.4 million for the six months ended June 30, 2000. During the first
quarter of 2001, we issued new Senior Notes and a new credit facility for a
combined total of approximately $453 million. The increase from 2000 to 2001 is
due to higher average outstanding debt balances due to business acquisitions
and network construction.

     INCOME TAX BENEFIT. For the quarter and six months ended June 30, 2001,
income tax benefit totaled $17.4 million and $31.3 million, respectively. The
income tax benefit represents the anticipated recognition of the Company's
deductible net operating loss carry forward. This benefit is being recognized
based on an assessment of the combined expected future taxable income of the
Company and expected reversals of the temporary differences from the Roberts,
WOW and Southwest mergers.

     LOSS ON DEBT EXTINGUISHMENT. For the six months ended June 30, 2001, a
loss on extinguishment of debt of $5.4 million, net of tax benefit of $1.9
million was recorded to write off debt issuance costs associated with the
Nortel/EDC Credit Facility. This credit facility was replaced with the Senior
Secured Credit Facility, which was entered into on February 14, 2001. No such
loss was incurred for the period ended June 30, 2000.

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 under a variety of service plans. These plans generally
reflect the terms of national plans offered by Sprint PCS


                                       48
<PAGE>

and are issued on a month-to-month basis. We receive Sprint PCS roaming revenue
at a per minute rate from Sprint PCS or another Sprint PCS affiliate when
Sprint PCS subscribers based outside of our territories use our portion of the
Sprint PCS network. Service revenues were $73,499,638 for the year ended
December 31, 2000, and $6,533,623 for the year ended December 31, 1999, due to
limited operations in 1999 and rapid growth in the subscriber base of newly
launched markets.

     Non-Sprint PCS roaming revenue primarily consists of fees collected from
Sprint PCS customers based in our territories when they roam on non-Sprint PCS
networks. These fees are based on rates specified in the customers' contracts.
However, it is possible that in some cases these fees may be less than the
amount we must pay to other wireless service providers that provide service to
Sprint PCS customers based in our territories. Non-Sprint PCS roaming revenue
also includes payments from wireless service providers, other than Sprint PCS,
when those providers' customers roam on our portion of the Sprint PCS network.
Our average monthly revenue per user for Sprint PCS customers in our
territories, including long distance and roaming revenue, was approximately $96
for the period from June 26, 1999 to December 31, 1999 (the period during 1999
after launch of our first market) 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. The increase was
due to significant growth in our subscribers between December 31, 1999 and
December 31, 2000. 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 are
related to providing wireless services to customers and are included in cost of
services. The increase was due to significant growth in our subscribers between
December 31, 1999 and December 31, 2000. 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 31, 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.


                                       49
<PAGE>

     GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
include corporate costs and expenses, such as administration, human resources
and accounting and finance. 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 our stock plans of $4,814,329 and $6,940,084 for the years
ended December 31, 2000 and 1999, respectively.

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

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

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

     INTEREST EXPENSE. Interest expense totaled $25,774,925 for the year ended
December 31, 2000 and $2,641,293 for the year ended December 31, 1999 and
primarily related to interest accretion on the 12 7/8% 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." For the year ended
December 31, 2000, the deferred tax asset generated, primarily from temporary
difference related to the treatment of start-up costs, unearned compensation
and from net operating loss carry forwards, was offset by a full valuation
allowance. For the quarter and six months ended June 30, 2001, the income tax
benefit totaled $17.4 million and $31.3 million, respectively. The income tax
benefit represents the anticipated recognition of the Company's deductible net
operating loss carry forward. This benefit is being recognized based on an
assessment of the combined expected future taxable income of the Company and
expected reversals of the temporary differences from the Roberts, WOW and
Southwest mergers.


                                       50
<PAGE>

     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 public 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 and EDC entered into the credit facility with
EDC (the "EDC credit facility").

     The EDC credit facility was reduced by $75.0 million from the issuance of
the 12 7/8% senior discount notes, such that the EDC credit facility provided
for advancing term loan facilities in the aggregate principal amount of $175.0
million. The terms and conditions of the EDC credit facility were substantially
the same as the terms and conditions of the Nortel credit agreement before the
assignment and the amendments. As of December 31, 2000, approximately $54.5
million of the $175.0 million EDC credit facility had been drawn. 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 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 million of equipment and services from Nortel. As of
June 30, 2001, this commitment has been fully satisfied. 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 pursuant to such facility.

     On February 4, 2000, we issued $350 million face amount of the 12 7/8%
senior discount notes. The 12 7/8% 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 12 7/8% senior discount notes will
accrete to their $350.0 million face amount by February 8, 2005, after which
interest will be paid in cash semiannually.

     On January 31, 2001, we issued $250 million face amount of 12 1/2% senior
notes. The 12 1/2% 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 February 14, 2001, Alamosa Holdings, Alamosa (Delaware) and Alamosa
Holdings, LLC, as borrower; entered into a $280 million 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 senior secured credit facility was amended
on July 19, 2001 to extend the period prior to which Alamosa Holdings, LLC must
borrow $50.0 million of term loans from August 14, 2001 to December 31, 2001.

     Net cash used in operating activities was $60.4 million for the six months
ended June 30, 2001. Net cash used in operating activities was $2.8 million for
the six months ended June 30, 2000. Cash used in operating activities was
attributable to operating losses and working capital needs.

     Net cash used in investing activities was $97.0 million for the six months
ended June 30, 2001, and $65.8 million for the six months ended June 30, 2000.
In 2001, we invested $72.9 million in our network


                                       51
<PAGE>

infrastructure and $37.6 million in the acquisitions of Roberts, WOW and
Southwest. The expenditures in 2000 were related primarily to the purchase of
network infrastructure needed to construct our portion of the Sprint PCS
network and investment in short-term liquid investments of $21.8 million.


     Net cash provided by financing activities was $137.7 million for the six
months ended June 30, 2001 and consisted primarily of the net proceeds from our
issuance of the 12 1/2% senior notes and borrowings under the senior secured
credit facility, less repayment of long-term debt of $223.6 million, $169.1
million of which was assumed through acquisitions. We also set aside $70.7
million in restricted cash primarily for escrow of two years of interest on the
12 1/2% senior notes. Net cash provided by financing activities was $303.9
million for the six months ended June 30, 2000 consisting primarily of net
proceeds from our initial public offering of approximately $194.3 million and
net proceeds from our issuance of 12 7/8% senior discount notes of approximately
$181 million less repayments of long-term debt of $76.2 million.


     As of June 30, 2001, our primary sources of liquidity were approximately
$122 million in cash and cash equivalents and $130 million of unused capacity
under the senior secured credit facility.


     We estimate that we will require approximately $87.0 million to complete
the current build-out plan and fund working capital losses through the
remainder of 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 June 30, 2001, capital leases totaled $1.6
million and included long-term capital lease obligations of $1.5 million. At
December 31, 2000 the capital leases totaled $1.1 million.


DEBT COVENANT WAIVER


     As of March 31, 2001, we did not meet the maximum negative EBITDA covenant
under the 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.


     On May 8, 2001, we obtained a waiver of any default or event of default
arising from the failure to comply with the maximum negative EBITDA covenant
for the quarter ended March 31, 2001 from the lending institutions under the
senior secured credit facility. See the following comment regarding the change
in the senior secured credit facility and the resetting of the covenants behind
the credit.


     The Company met its negative EBITDA covenant for the quarter ended June
30, 2001, and we believe that the EBITDA covenants will be met for the next
twelve months. Our EBITDA is directly impacted by the up front selling and
marketing expenses we incur in order to grow our subscriber base. As such,
greater than expected subscriber growth may impact our EBITDA negatively.


AMENDMENT TO THE SENIOR SECURED CREDIT FACILITY


     The senior secured credit facility was amended simultaneously with the
closing of the offering of the outstanding notes to, among other things, reduce
the amount of the senior secured credit facility from $333.0 million to $225.0
million and modify the financial covenants.


     For a complete description of our indebtedness, please refer to the
consolidated financial statements and the related notes included in this
prospectus.


INFLATION


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


                                       52
<PAGE>

EFFECT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     In July 2001, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 141, "Business Combinations" and SFAS No. 142, "Goodwill and Other
Intangible Assets." The provisions of SFAS No. 141 will apply to all business
combinations initiated after June 30, 2001, and will also apply to all business
combinations accounted for by the purchase method that are completed after June
30, 2001. SFAS No. 142 should be applied in fiscal years beginning after
December 15, 2001 to all goodwill and other intangible assets recognized in an
entity's statement of financial position at that date, regardless of when those
assets were initially recognized. Certain provisions of SFAS No. 142 will be
effective for business combinations completed after June 20, 2001. The Company
is in the process of evaluating the effect of the adoption of these
pronouncements.

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 the senior
secured credit facility and any future floating rate financing.

     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 12 7/8% senior discount notes, the
12 1/2% senior notes, the notes, capital leases and the senior secured credit
facility financing based on our projected level of long-term indebtedness:




<TABLE>
<CAPTION>
                                                                      YEAR ENDING DECEMBER 31,
                                           ------------------------------------------------------------------------------
                                               2001         2002         2003         2004         2005       THEREAFTER
                                           ------------ ------------ ------------ ------------ ------------ -------------
                                                                       (DOLLARS IN MILLIONS)
<S>                                         <C>          <C>          <C>          <C>          <C>           <C>
Fixed Rate Instruments:
 12 7/8% 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
 12 1/2% 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
 13 5/8% senior notes ....................   $   150      $   150      $   150      $   150      $   150       $   150
   Fixed interest rate ...................    13.625%      13.625%      13.625%      13.625%      13.625%       13.625%
   Principal payment .....................        --           --           --           --           --           150
 Capital Leases--Annual Minimum:
   Lease Payments (1) ....................   $ 0.148      $ 0.149      $ 0.150      $ 0.160      $ 0.161       $  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).....   $   187      $   225      $   225      $   200      $   149            --
   Average Interest Rate (3) .............     10.00%       10.00%       10.00%       10.00%       10.00%        10.00%
    Principal payments ...................        --           --           --      $    25      $    51       $   149
</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.



                                       53
<PAGE>

   (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 the 12 7/8% 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 12 7/8% senior discount notes have a carrying value of $209 million and
a fair value which approximates $215 million.


                                       54
<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 since December
1998. Mr. Budagher was the founder of Specialty Constructors, a wholly owned
subsidiary of Specialty Teleconstructors, Inc., a wireless infrastructure
installation company. He served as the President, Chairman of the Board, Chief
Executive Officer and Chief Operating Officer of Specialty from 1990 to 1999.
Mr. Budagher is also a founder, stockholder and the President of Specialty
Antenna Site Resources, Inc. and was a founder and served as the President of
Specialty Constructors Coatings, Inc. until March 1997. He also serves as the
Managing Member and President of the Budagher Family LLC as well as a Manager
of West Texas PCS, LLC, both non-public limited liability companies.

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

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


                                       55
<PAGE>

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. Mr. Hart also serves as a director of Texas
Statewide Telephone Cooperative, Inc., a non-public company.

     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 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 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.

     THOMAS F. RILEY, JR. Mr. Riley, a licensed CPA, has served as a director
since his appointment to the Board of Directors on March 30, 2001 in connection
with our completion of our acquisition of Southwest. 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. Pursuant to the agreement providing for the acquisition of Southwest PCS
Holdings, Inc., we agreed to nominate Mr. Riley for re-election to the Board of
Directors and to solicit proxies in favor of his re-election to the Board of
Directors at the Meeting.

     MICHAEL V. ROBERTS. Mr. Roberts has served as a director since his
appointment to the Board of Directors on February 14, 2001 in connection with
our completion of our acquisition of Roberts, of which Mr. Roberts formerly was
a 50% owner. 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 since his
appointment to the Board of Directors on February 14, 2001 in connection with
our completion of our acquisition of Roberts, of which Mr. Roberts formerly was
a 50% owner. 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.


                                       56
<PAGE>

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

     All of 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 of our other directors or
executive officers.

EXECUTIVE OFFICERS

     The following table sets forth 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      39      Chief Technology Officer and Senior Vice President of Engineering
                              and Network Operations
Margaret Z. Couch     49      Chief Marketing Officer
</TABLE>

     Set forth below is a brief description of the present and past business
experience of each of the persons who serves as an executive officer of Alamosa
who is not also serving as a director.

     MARGARET Z. COUCH. Mrs. Couch has been Chief Marketing Officer since May
2001, but she has been with us since 1999 in various capacities. From February
to May 2001 she was Senior Vice President, South Central Region and from
January 2000 to January 2001 she was General Manager and Vice President for the
Great Plains and Northwest Regions. In January 1999 she started as General
Manager for the West Texas Region. In 1987, Mrs. Couch founded Performance
Associates, Inc., a human resources and sales training consulting firm and in
1996 she founded CK BusinesSense, Inc., which expanded the services provided by
Performace Associates, to include management consulting and assisting
organizations in generating greater profitability. Mrs. Couch has more than
twenty years of management and leadership experience as a management consultant
and trainer. She has worked with a vast array of clients, including
communications, manufacturing, health care and financial companies as well as
government, education and non-profit entities.

     KENDALL W. COWAN. Mr. Cowan has been Chief Financial Officer 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 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


                                       57
<PAGE>

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


EXECUTIVE COMPENSATION

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

SUMMARY COMPENSATION TABLE



<TABLE>
<CAPTION>
                                      ANNUAL COMPENSATION               LONG-TERM COMPENSATION
                               ----------------------------------   -------------------------------
                                                                     SECURITIES
     NAME AND PRINCIPAL                                              UNDERLYING        ALL OTHER
          POSITION              YEAR       SALARY        BONUS         OPTIONS      COMPENSATION(1)
- ----------------------------   ------   -----------   -----------   ------------   ----------------
<S>                            <C>      <C>           <C>           <C>            <C>
David E. Sharbutt              2000      $204,166      $146,024             --         $ 20,434
Chief Executive Officer        1999      $ 43,750      $ 43,750      1,697,500               --

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

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

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

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".


                                       58
<PAGE>

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




<TABLE>
<CAPTION>
                                                                                                POTENTIAL
                                          % OF TOTAL                                           REALIZABLE
                                           OPTIONS                                          VALUE AT ASSUMED
                         NUMBER OF        GRANTED TO                                         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


                                       59
<PAGE>

club dues allowance, reimbursement for vehicle business mileage at the standard
rate set by the Internal Revenue Service, and such incentive, retirement,
profit-sharing, life, medical, disability and other benefit plans as may be
available to our other executives with comparable responsibilities, subject to
the terms of those programs.

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


                                       60
<PAGE>

including POPs assigned by Sprint) in any calendar year, reduced by bonuses
paid under (i) above. The maximum bonus Mr. Rinehart can receive in one
calendar year will be the greater of (i) or (ii) above. Mr. Rinehart is also
entitled to reimbursement for reasonable business expenses, relocation from
Denver, Colorado to Lubbock, Texas, a $600 per month vehicle allowance,
reimbursement for vehicle business mileage at the standard mileage rate set by
the Internal Revenue Service, and incentive, retirement, profit-sharing, life,
medical, disability and other benefit plans as may be available to our other
executives with comparable responsibilities, subject to the terms of those
programs. Pursuant to the employment agreement, we will pay the costs of all
continuing professional education courses required for Mr. Rinehart to maintain
his certified public accountant license, as well as all professional dues and
licenses attributable to his certified public accountant license.

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


                                       61
<PAGE>

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


COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

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

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

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

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

     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:


                                       62
<PAGE>

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


     o stock option awards.


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


                            COMPENSATION COMMITTEE:


                                  Thomas Hyde
                              Schuyler B. Marshal
                               Reagan W. Silber*


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



                                       63
<PAGE>

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


FORMATION OF ALAMOSA PCS, LLC

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

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


EDC CREDIT FACILITY GUARANTEES

     In connection with the credit agreement entered into between us and
Nortel, which Nortel assigned to EDC and we acknowledged, each of our
stockholders pledged its ownership interest in us 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.


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.


                                       64
<PAGE>

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 our directors, and a manager of Budagher
Family, LLC, one of our 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. and Budagher Family, LLC,
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 our initial public offering, the underwriters reserved a
maximum of 10% of the shares of common stock sold in the offering for sale to
the persons who were our stockholders 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 us were the same as if the shares were sold to
the general public. The persons who were our stockholders of 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 our directors, officers or employees, 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. Messrs.
Michael V. Roberts and Steven C. Roberts, who are our directors, were the sole
owners of Roberts. Pursuant to the terms of the merger agreement with Roberts,
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. 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 upon completion of the
Roberts acquisition.

     In connection with the acquisition of Roberts, 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., our subsidiary, (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, a corporation owned and operated by
      Messrs. Michael V. Roberts and Steven C. Roberts.


                                       65
<PAGE>

    o ROBERTS LOAN AGREEMENT. On July 31, 2000, Alamosa Operations (as lender)
      entered into a loan agreement with Roberts (as borrower). In connection
      with the loan agreement, Roberts 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. As of December 31, 2000, approximately $23.8
      million had been funded under the Roberts loan agreement. 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.

    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 through the completion of
      the merger with Roberts. As of December 31, 2000, approximately $13.2
      million had been funded under the Roberts Tower loan agreement. In
      February 2001 the loan was paid in full.

    o JOINT VENTURE DEVELOPMENT AGREEMENT. On October 30, 2000, we entered
      into a joint venture development agreement with Messrs. Michael V.
      Roberts and Steven C. Roberts. 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 Mr. Michael V. Roberts or Mr. 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 Mr. Michael V. Roberts or Mr. 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
      Mr. Michael V. Roberts or Mr. 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 and 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 entered
      into a right of first negotiation agreement with Roberts Tower 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 entered into a resale
      agreement with Messrs. Michael V. Roberts and Steven C. Roberts 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.


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<PAGE>

    o MASTER LEASE AGREEMENT. On February 14, 2001, Roberts and Roberts Tower
      entered into a master lease agreement which provides for the lease from
      Roberts Tower by Roberts 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
      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. Roberts subsequently assigned all of its
      right, title and interest in the master lease agreement to its wholly
      owned subsidiary, Alamosa Missouri Properties, LLC (formerly Roberts
      Wireless Properties, L.L.C.).


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.


     On February 14, 2001, we completed our 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, LP, which owned approximately 44.4% of the outstanding membership
interests of WOW Holdings.


     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 our directors and the
general manager of South Plains Telephone Cooperative, Inc., one of our
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 five 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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<PAGE>

     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 to 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;"


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<PAGE>

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

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

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

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

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

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

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

     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


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

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

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

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


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 five 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.


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


THE TRADEMARK AND SERVICE MARK LICENSE AGREEMENTS

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

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


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

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

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

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

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

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

     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


                                       75
<PAGE>

       agree to purchase the operating assets or the partnership interests,
       membership interests or other equity interests of our operating
       subsidiaries within 14 business days of its receipt of the offer, on
       acceptable conditions, and in an amount of time acceptable to us and
       Citicorp.


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


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


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


    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, we announced that Sprint PCS had reached an agreement
in principle with its network partners, including us and our 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, we 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
our total revenue for the year ended December 31, 2000), and approximately
$14,281,000 of travel expense incurred for our outbound customers using other
portions of the Sprint PCS network (representing approximately 26% of our total
operating expenses) for the year ended December 31, 2000).


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<PAGE>

                             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% threshold 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. The FCC has opened a proceeding to investigate whether
market conditions warrant eliminating or modifying the spectrum cap.


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


                                       77
<PAGE>

two-thirds of the population in such areas within ten years, and all 10 MHZ
broadband wireless personal communications services licensees must construct
facilities that offer coverage to at least one-quarter of the population in
their licensed areas within five years or make a showing of "substantial
service" within that five-year period.

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

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


WIRELESS PERSONAL COMMUNICATIONS SERVICES LICENSE RENEWAL

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

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

     o substantially complied with all applicable laws and FCC 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


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<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. The FCC has released a series of orders requiring broadband wireless
personal communications services and other commercial mobile radio services
providers to implement enhanced emergency 911 capabilities. The rules require
Sprint PCS to begin selling specially-equipped telephone handsets by October 1,
2001, with a rollout of such handsets continuing until December 31, 2002, when
all new handsets must be specially-equipped. In addition, Sprint PCS must begin
providing a specified level of enhanced 911 service by October 1, 2001, or
within six months of a request from a designated public safety agency,
whichever is later. Sprint PCS has reported to the FCC that it has a compliance
plan in place to meet the FCC's schedule for enhanced 911 service
implementation.Waivers of the enhanced emergency 911 capability requirements
may be obtained by individual service providers by filing a waiver request. As
the required equipment becomes more functional and less expensive, 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.


                                       79
<PAGE>

     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 our antennae and those of our competitors.


COMMUNICATIONS ASSISTANCE FOR LAW ENFORCEMENT ACT

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

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


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 our 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


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<PAGE>

spectrum assignments to eligible third parties. These rules may enable us to
purchase wireless personal communications service spectrum from Sprint PCS and
other wireless personal communications services licensees as a supplement or
alternative to the existing management arrangements.


WIRELESS FACILITIES SITING


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


EQUAL ACCESS


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


STATE REGULATION OF WIRELESS SERVICE


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


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


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


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


                                       81
<PAGE>

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     Alamosa (Delaware) is a direct wholly-owned subsidiary of Alamosa PCS
Holdings which, in turn, is a direct wholly-owned subsidiary of Alamosa
Holdings. Alamosa Holdings' shares of common stock are quoted on the Nasdaq
National Market System under the symbol "APCS." The amended and retated 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 our common stock, the number of
shares of our common stock beneficially owned by each of our executive
officers, directors and nominees for director of Alamosa Holdings, and all
current executive officers and directors of Alamosa Holdings as a group. Except
as otherwise indicated, each such stockholder has sole voting and investment
power with respect to the shares beneficially owned by such stockholder.




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

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

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

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

DIRECTORS AND EXECUTIVE OFFICERS:
David E. Sharbutt ................................           1,369,724(7)             1.48%
Michael R. Budagher ..............................           7,312,776(5)             7.95%
Ray M. Clapp .....................................             107,175(8)                *
Kendall W. Cowan .................................             291,000(9)                *
Scotty Hart ......................................              29,300(10)               *
Thomas Hyde ......................................              28,000(11)               *
Schuyler B. Marshall .............................             138,500(12)               *
Tom M. Phelps ....................................              31,325(13)               *
Thomas F. Riley, Jr. .............................             166,500                   *
Loyd I. Rinehart .................................              33,334(14)               *
Michael V. Roberts ...............................           6,753,750(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 .............          23,083,798               24.83%
</TABLE>

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

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

(2)   Percentage of ownership is based on 91,946,843 shares of our 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,


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<PAGE>

     "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. 2 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 May 18, 2001 with
      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 and the Budagher Family, LLC on
      February 26, 2001 with the SEC. Mr. Budagher and his spouse and children
      own 100% of the membership interests in the Budagher Family, LLC.
      Includes 28,000 shares issuable to Mr. Budagher pursuant to options
      currently exercisable and 7,284,776 shares for which Budagher Family, LLC
      and Mr. Budagher share voting and investment power, as a result of their
      control person relationship. Mr. Budagher is the sole Manager and
      President of Budagher Family, LLC. The address for Mr. Budagher is the
      same as the address for the Budagher Family, LLC.

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

(7)   Includes 242,500 shares held individually by Mr. Sharbutt, 48,824 shares
      held in Mr. Sharbutt's 401(k) plan, 593,200 shares beneficially owned by
      Five S, Ltd., 200 shares beneficially owned by Mr. Sharbutt's children
      and 485,000 shares issuable pursuant to options currently exercisable.
      Mr. Sharbutt is a limited partner of Five S, Ltd. and President of
      Sharbutt Inc., the general partner of Five S Ltd., and may be considered
      a beneficial owner of the shares owned by Five S, Ltd. Mr.


                                       83
<PAGE>

      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.

(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.


                                       84
<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 "13 5/8% senior note" or "13 5/8% senior
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 August 15, 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 13 5/8% senior notes will mature on August 15, 2011. We can issue a
maximum of $150.0 million aggregate principal amount of 13 5/8% senior notes.
Interest on the 13 5/8% senior notes will accrue at the rate of 13 5/8% per
annum and will be payable in cash semi-annually on February and August of each
year, beginning on February 15, 2002. The Company will pay interest to those
persons who were holders of record on the February 1 or August 1 immediately
preceding each interest payment date. Interest on the 135/8% senior notes will
accrue from the date of original issuance 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 13 5/8% senior notes will be:

     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 12 7/8% senior discount notes and the
       12 1/2% senior 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.


                                       85
<PAGE>

     As of June 30, 2001, after giving effect to the issuance of the 13 5/8%
senior notes and the application of the net proceeds therefrom, the total
outstanding debt of the Company and the Subsidiary Guarantors, excluding unused
commitments made by lenders, would have been approximately $761.5 million. As
of that date, none of the Company's debt, after taking the same factors into
account, would have been subordinated to the 13 5/8% senior 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
13 5/8% senior 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 13 5/8%
senior 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
13 5/8% Senior 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 13 5/8% senior 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
June 30, 2001, after giving effect to the issuance of the 13 5/8% senior notes
and the application of the net proceeds therefrom, excluding unused commitments
made by lenders, would have been approximately $409.3 million.

     The Subsidiary Guarantors have other liabilities, including contingent
liabilities, that may be significant. As of the date of the Indenture, other
than Alamosa Delaware Operations, LLC, the Company will 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 13 5/8% senior 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 13 5/8% senior 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 June 30, 2001, after giving effect to the issuance of the 13 5/8%
senior notes and the application of the net proceeds therefrom, the total
outstanding secured Debt of the Company and the Subsidiary Guarantors,
excluding unused commitments made by lenders, would have been approximately
$137.2 million.

     See "Risk Factors -- Risks Related to the 13 5/8% Senior 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
13 5/8% senior notes by our subsidiaries, you may not have the right to receive
any money pursuant to the guarantees."

SUBSIDIARY GUARANTEES

     The obligations of the Company under the Indenture, including the
repurchase obligation resulting from a Change of Control, will be fully and
unconditionally guaranteed, jointly and severally, on a senior


                                       86
<PAGE>

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 13 5/8% senior 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 13 5/8% senior
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 13 5/8% senior 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

        (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.


                                       87
<PAGE>

     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 13 5/8% senior notes
       are entitled to receive any payment pursuant to the Subsidiary Guaranty
       of such Subsidiary Guarantor, except that holders of 13 5/8% senior 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 13 5/8% senior 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 13 5/8% senior 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 13 5/8% senior 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 13 5/8% senior 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 13 5/8% senior notes.


SECURITY AGREEMENT

     Concurrently with the closing of the offering of the outstanding notes, we
deposited with Wells Fargo Bank Minnesota, N.A., as custody agent (the "Custody
Agent") under an agreement between us, the


                                       88
<PAGE>

trustee under the Indenture and the Custody Agent (the "Security Agreement")
approximately $39.2 million (in cash or U.S. Government Obligations) from the
proceeds of such offering to secure on a pro rata basis our payment obligations
under the 13 5/8% senior notes, the 12 7/8% senior discount notes and the
12 1/2% senior notes. Funds will be released from the August security account to
make interest payments on the 13 5/8% senior notes, the 12 7/8% senior discount
notes and the 12 1/2% senior notes as they become due, so long as at such time
no Event of Default exists with respect to any of the 12 1/2% senior notes, the
13 5/8% senior notes or the 12 7/8% senior discount notes; provided, however,
that payments of interest when due on the 12 1/2% senior notes shall be made
first out of the January security account, and then out of the August security
account to the extent there is a shortfall in the January security account. An
interest payment on the 12 1/2% senior notes will become due on August 1, 2003,
when there will be funds remaining in the August security account but no funds
remaining in the January security account. At that time, the funds remaining in
the August security account will be available to make the interest payment due
on the 12 1/2% senior notes. However, it is the Company's present intention to
make the interest payment on the 12 1/2% senior notes due on August 1, 2003 out
of available cash flow and to make the fourth interest payment on the 13 5/8%
senior notes out of the remaining funds in the August security account. The
amount deposited in the August security account, together with the proceeds
from the investment thereof, will be sufficient to pay when due the first four
interest payments on the 13 5/8% senior notes (the last of which is due August
15, 2003). Following disbursement from the August security account of funds
sufficient to pay the interest payment on the 13 5/8% senior notes, any funds
remaining in the August security account will be returned to the Company,
provided no Event of Default exists with respect to the 13 5/8% senior notes,
the 12 7/8% senior discount notes or the 12 1/2% senior notes. Pending such
disbursements, all funds contained in the August security account will be
invested in U.S. Government Obligations. Interest earned on the U.S. Government
Obligations will be placed in the August security account.


OPTIONAL REDEMPTION

     Except as set forth in the following paragraph, the 13 5/8% senior notes
will not be redeemable at the option of the Company prior to August 15, 2006.
Starting on that date, the Company may redeem all or any portion of the 13 5/8%
senior notes, at once or over time, after giving the required notice under the
Indenture. The 13 5/8% senior 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 13 5/8% senior notes redeemed during the 12-month period
commencing on August 15 of the years set forth below, and are expressed as
percentages of principal amount:



<TABLE>
<CAPTION>
       YEAR                              REDEMPTION PRICE
       ----                             -----------------
<S>                                     <C>
       2006 .........................         106.813%
       2007 .........................         104.542%
       2008 .........................         102.271%
       2009 and thereafter ..........         100.000%

</TABLE>

     At any time and from time to time, prior to August 15, 2004, the Company
may redeem up to a maximum of 35% of the original aggregate principal amount at
maturity of the 13 5/8% senior notes with the proceeds of one or more Public
Equity Offerings, at a redemption price equal to 113.625% 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 13 5/8% senior 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 13 5/8% senior
notes.

                                       89
<PAGE>

REPURCHASE AT THE OPTION OF HOLDERS UPON A CHANGE OF CONTROL

     Upon the occurrence of a Change of Control, each holder of 13 5/8% senior
notes will have the right to require the Company to repurchase all or any part
of such holder's 13 5/8% senior notes pursuant to the offer described below (the
"Change of Control Offer") at a purchase price (the "Change of Control Purchase
Price") equal to 101% of the principal amount thereof, plus accrued and unpaid
interest, if any, to the purchase date (subject to the right of holders of
record on the relevant record date to receive interest due on the relevant
interest payment date).

     Within 30 days following any Change of Control, the Company shall:

     (a)  cause a notice of the Change of Control Offer to be sent at
          least once to the Dow Jones News Service or similar business news
          service in the United States, and

     (b)  send, by first-class mail, with a copy to the Trustee, to each
          holder of 13 5/8% senior 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
               13 5/8% senior 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 13 5/8% senior notes must follow
               in order to tender their 13 5/8% senior notes (or portions
               thereof) for payment, and the procedures that holders of 13 5/8%
               senior notes must follow in order to withdraw an election to
               tender 13 5/8% senior 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 13 5/8% senior 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. 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 13 5/8% senior notes to require the Company to
repurchase its 13 5/8% senior notes may be uncertain. In such a case, holders of
the 13 5/8% senior 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


                                       90
<PAGE>

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 13 5/8% senior notes of their
right to require the Company to repurchase such 13 5/8% senior 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 13 5/8% senior
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 13 5/8% senior notes in connection with a Change of Control would
result in a default under the Indenture. Such a default would, in turn,
constitute a default under existing debt of the Company and may constitute a
default under future debt as well. Since the Subsidiary Guarantees are
subordinate in right of payment to the lenders under the senior secured credit
facility, the Subsidiary Guarantors would first be obligated to pay any Debt
Incurred pursuant to the senior secured credit facility in full before
repurchasing any of the 13 5/8% senior notes. See "Risk Factors -- Risks Related
to the 13 5/8% Senior Notes -- We may be unable to purchase the 13 5/8% senior
notes upon a change of control." The Company's obligation to make an offer to
repurchase the 13 5/8% senior 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 13 5/8% senior 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 13 5/8% senior notes, the
              12 1/2% senior notes and the 12 7/8% senior discount notes and of
              Subsidiary Guarantors evidenced by Subsidiary Guarantees relating
              to the 13 5/8% senior notes, the 12 1/2% senior notes and the
              12 7/8% 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) $250.0 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 13 5/8% senior notes or Repay other
              Debt, pursuant to the covenant described under "-- Limitation on
              Asset Sales";


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<PAGE>

   (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 $50.0 million;

   (d)        Debt of the Company owing to and held by any Restricted
              Subsidiary and Debt of a Restricted Subsidiary owing to and held
              by the Company or any Restricted Subsidiary; provided, however,
              that any subsequent issue or transfer of Capital Stock or other
              event that results in any such Restricted Subsidiary ceasing to
              be a Restricted Subsidiary or any subsequent transfer of any such
              Debt (except to the Company or another Restricted Subsidiary)
              shall be deemed, in each case, to constitute the Incurrence of
              such Debt by the issuer thereof;

   (e)        Debt under Interest Rate Agreements entered into by the Company
              or a Restricted Subsidiary for the purpose of limiting interest
              rate risk in the ordinary course of the financial management of
              the Company or such Restricted Subsidiary and not for speculative
              purposes, provided that the obligations under such agreements are
              related to payment obligations on Debt otherwise permitted by the
              terms of this covenant;

   (f)        Debt in connection with one or more standby letters of credit or
              performance bonds issued by the Company or a Restricted
              Subsidiary in the ordinary course of business or pursuant to
              self-insurance obligations and not in connection with the
              borrowing of money or the obtaining of advances or credit;

   (g)        Debt outstanding on the Issue Date not otherwise described in
              clauses (a) through (f) above;

   (h)        Permitted Refinancing Debt Incurred in respect of Debt Incurred
              pursuant to clause (1) or (2) of the first paragraph of this
              covenant or clause (a), (c) or (g) above; and

   (i)        Additional Debt of the Company in an aggregate principal amount
              outstanding at any one time not to exceed $50.0 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 13 5/8% senior 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,


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<PAGE>

   (a)        a Default or Event of Default shall have occurred and be
              continuing,

   (b)        the Company could not Incur at least $1.00 of additional Debt
              pursuant to clause (1) or (2) of the first paragraph of the
              covenant described under "-- Limitation on Debt" or

   (c)        the aggregate amount of such Restricted Payment and all other
              Restricted Payments declared or made since February 8, 2000 (the
              amount of any Restricted Payment, if made other than in cash, to
              be based upon Fair Market Value) would exceed an amount equal to
              the sum of:

              (1)  the result of:

                   (A)  Cumulative EBITDA, minus

                   (B)  the product of 1.5 and Cumulative Interest Expense, plus

              (2)  Capital Stock Sale Proceeds, plus

              (3)  the sum of:

                   (A)  the aggregate net cash proceeds received by the Company
                        or any Restricted Subsidiary from the issuance or sale
                        after February 8, 2000 of convertible or exchangeable
                        Debt that has been converted into or exchanged for
                        Capital Stock (other than Disqualified Stock) of the
                        Company or any direct or indirect parent holding
                        company of the Company, and

                   (B)  the aggregate amount by which Debt (other than
                        Subordinated Obligations) of the Company or any
                        Restricted Subsidiary is reduced on the Company's
                        consolidated balance sheet on or after February 8, 2000
                        upon the conversion or exchange of any Debt issued or
                        sold on or prior to February 8, 2000 that is 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;


                                       93
<PAGE>

                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;


   (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 $3.0 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


                                       94
<PAGE>

   (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 $50.0 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
13 5/8% senior notes or the applicable Subsidiary Guaranty will be secured by
such Lien equally and ratably with (or prior to) all other Debt of the Company
or any Restricted Subsidiary secured by such Lien.

     LIMITATION ON ISSUANCE OR SALE OF CAPITAL STOCK OF RESTRICTED
SUBSIDIARIES. The Company shall not:

     (a)      sell, pledge, hypothecate or otherwise dispose of any shares of
              Capital Stock of a Restricted Subsidiary, except pledges of
              Capital Stock which constitute Permitted Liens, or

     (b)      permit any Restricted Subsidiary to, directly or indirectly,
              issue or sell or otherwise dispose of any shares of its Capital
              Stock,

other than, in the case of either (a) or (b):

              (1)  directors' qualifying shares,

              (2)  to the Company or a Restricted Subsidiary,

              (3)  a disposition of Capital Stock of such Restricted Subsidiary
                   where immediately after giving effect thereto, either such
                   Restricted Subsidiary remains a Restricted Subsidiary or the
                   Company and the Restricted Subsidiaries no longer own any
                   Capital Stock of such entity, provided, however, that, in the
                   case of this clause (3),

                   (A)  such issuance, sale or disposition is effected in
                        compliance with the covenant described under "--
                        Limitation on Asset Sales", and

                   (B)  upon consummation of any such disposition which results
                        in the Company and the Restricted Subsidiaries no longer
                        owning any Capital Stock of an entity and execution and
                        delivery of a supplemental indenture in form
                        satisfactory to the Trustee, such entity shall be
                        released from any Subsidiary Guaranty previously made by
                        such entity,

             (4)  the transfer, conveyance, sale or other disposition of shares
                  required by applicable law or regulation,

             (5)  Capital Stock issued and outstanding on the Issue Date,

             (6)  Capital Stock of a Restricted Subsidiary issued and
                  outstanding prior to the time that such Person becomes a
                  Restricted Subsidiary so long as such Capital Stock was not
                  issued in contemplation of such Person's becoming a
                  Restricted Subsidiary or otherwise being acquired by the
                  Company, or

             (7)  an issuance of Preferred Stock of a Restricted Subsidiary
                  (other than Preferred Stock convertible or exchangeable into
                  common stock of any Restricted Subsidiary) otherwise
                  permitted by the Indenture.


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<PAGE>

     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 13 5/8% senior 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 13 5/8% senior notes, the 12 1/2% senior notes and
              the 12 7/8% senior discount notes), or Debt of any Restricted
              Subsidiary that is not a Subsidiary Guarantor (excluding, in any
              such case, any Debt owed to the Company or an Affiliate of the
              Company); or

    (b)       to reinvest in Additional Assets (including by means of an
              Investment in Additional Assets by a Restricted Subsidiary with
              Net Available Cash received by the Company or another Restricted
              Subsidiary).

     Any Net Available Cash from an Asset Sale not applied in accordance with
the preceding paragraph within 360 days from the date of the receipt of such
Net Available Cash shall constitute "Excess Proceeds". When the aggregate
amount of Excess Proceeds exceeds $10.0 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 13 5/8% senior 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 13 5/8% senior notes have been given
the opportunity to tender their 13 5/8% senior 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 13 5/8% senior 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 13 5/8% senior 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 12 1/2% senior notes and 12 7/8% senior
                   discount notes) outstanding on the date of the Prepayment
                   Offer that is pari passu in right of payment with the 13 5/8%
                   senior 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.


                                       96
<PAGE>

     Within five business days after the Company is obligated to make a
Prepayment Offer as described in the preceding paragraph, the Company shall
send a written notice, by first-class mail, to the holders of 13 5/8% senior
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 13 5/8% senior notes pursuant
to the covenant described hereunder. To the extent that the provisions of any
securities laws or regulations conflict with provisions of the covenant
described hereunder, the Company will comply with the applicable securities
laws and regulations and will not be deemed to have breached its obligations
under the covenant described hereunder by virtue thereof.

     LIMITATION ON RESTRICTIONS ON DISTRIBUTIONS FROM RESTRICTED
SUBSIDIARIES. The Company shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, create or otherwise cause or suffer to
exist any consensual restriction on the right of any Restricted Subsidiary to:

    (a)       pay dividends, in cash or otherwise, or make any other
              distributions on or in respect of its Capital Stock, or pay any
              Debt or other obligation owed, to the Company or any other
              Restricted Subsidiary,

    (b)       make any loans or advances to the Company or any other
              Restricted Subsidiary, or

    (c)       transfer any of its Property to the Company or any other
              Restricted Subsidiary.

   The foregoing limitations will not apply:

     (1)  with respect to clauses (a), (b) and (c), to restrictions:

          (A) contained in an agreement or instrument governing or relating to
              Debt contained in any Credit Facility outstanding pursuant to
              clause (b) of Permitted Debt in the covenant described under "--
              Certain Covenants -- Limitation on Debt"; provided, however,
              that:

              (x)  the provisions of any Credit Facilities with a Stated
                   Maturity prior to the scheduled maturity date of the 13 5/8%
                   senior 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
                   13 5/8% senior notes, and

              (y)  the provisions of any Credit Facilities with a Stated
                   Maturity on or after the scheduled maturity date of the
                   13 5/8% senior 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 13 5/8% senior notes,

   (provided, in the case of both (x) and (y), that such payment is due or to
   become due within 30 days from the date of such distribution and the cash
   distributed is in fact utilized to meet such payment obligation) 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


                                       97
<PAGE>

         (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 13 5/8% senior 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 13 5/8% senior notes or the applicable
              Subsidiary Guaranty pursuant to the covenants described under "--
              Limitation on Debt" and "-- Limitation on Liens" that limit the
              right of the debtor to dispose of the Property securing such
              Debt,

         (B)  encumbering Property at the time such Property was acquired by
              the Company or any Restricted Subsidiary, so long as such
              restriction relates solely to the Property so acquired and was
              not created in connection with or in anticipation of such
              acquisition,

         (C)  resulting from customary provisions restricting subletting or
              assignment of leases or licenses or customary provisions in other
              agreements that restrict assignment of such agreements or rights
              thereunder,

         (D)  customarily contained in property sale agreements limiting the
              transfer of such Property pending the closing of such sale, or

         (E)  customarily contained in Debt instruments limiting the sale of
              all or substantially all the assets of the obligor.

     LIMITATION ON TRANSACTIONS WITH AFFILIATES. The Company shall not, and
shall not permit any Restricted Subsidiary to, directly or indirectly, conduct
any business or enter into or suffer to exist any transaction or series of
transactions (including the purchase, sale, transfer, assignment, lease,
conveyance or exchange of any Property or the rendering of any service) with,
or for the benefit of, any Affiliate of the Company (an "Affiliate
Transaction"), unless:

    (a)       the terms of such Affiliate Transaction are:

              (1)  set forth in writing, and

              (2)  no less favorable to the Company or such Restricted
                   Subsidiary, as the case may be, than those that could be
                   obtained in a comparable arm's-length transaction with a
                   Person that is not an Affiliate of the Company,

    (b)       if such Affiliate Transaction involves aggregate payments or
              value in excess of $2.0 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 $15.0 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;


                                       98
<PAGE>

    (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 $3.0 million in the
              aggregate at any one time outstanding; and

    (e)       any transaction or series of transactions pursuant to any
              agreement in existence on the Issue Date, and any renewal,
              extension or replacement of such agreement on terms no less
              favorable to the Company and the Restricted Subsidiaries than the
              agreement in existence on the Issue Date.

     LIMITATION ON SALE AND LEASEBACK TRANSACTIONS. The Company shall not, and
shall not permit any Restricted Subsidiary to, enter into any Sale and
Leaseback Transaction with respect to any Property unless:

    (a)       the Company or such Restricted Subsidiary would be entitled to:

              (1)  Incur Debt in an amount equal to the Attributable Debt with
                   respect to such Sale and Leaseback Transaction pursuant to
                   the covenant described under "-- Limitation on Debt", and

              (2)  create a Lien on such Property securing such Attributable
                   Debt without also securing the 13 5/8% senior 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 so designated has total assets of $1,000
                   or less, or

              (2)  such designation is effective immediately upon such entity
                   becoming a Subsidiary of the Company, and

    (c)       neither the Company nor any Restricted Subsidiary is directly or
              indirectly liable for any Debt that provides that the holder
              thereof may (with the passage of time or notice or both) declare
              a default thereon or cause the payment thereof to be accelerated
              or payable prior to its Stated Maturity upon the occurrence of a
              default with respect to any Debt, Lien or other obligation of the
              Subsidiary to be so designated (including any right to take
              enforcement action against the Subsidiary to be so designated).

Unless so designated as an Unrestricted Subsidiary, any Person that becomes a
Subsidiary of the Company will be classified as a Restricted Subsidiary;
provided, however, that such Subsidiary shall not be designated a Restricted
Subsidiary and shall be automatically classified as an Unrestricted Subsidiary
if either of the requirements set forth in clauses (x) and (y) of the third
immediately following paragraph will not be satisfied after giving pro forma
effect to such classification or if such Person is a Subsidiary of an
Unrestricted Subsidiary.

     In addition, neither the Company nor any Restricted Subsidiary shall
become directly or indirectly liable for any Debt that provides that the holder
thereof may (with the passage of time or notice or both)


                                       99
<PAGE>

declare a default thereon or cause the payment thereof to be accelerated or
payable prior to its Stated Maturity upon the occurrence of a default with
respect to any Debt, Lien or other obligation of any Unrestricted Subsidiary
(including any right to take enforcement action against such Unrestricted
Subsidiary).

     Except as provided in the first sentence of the second preceding
paragraph, no Restricted Subsidiary may be redesignated as an Unrestricted
Subsidiary. Upon designation of a Restricted Subsidiary as an Unrestricted
Subsidiary in compliance with this covenant, such Restricted Subsidiary shall,
by execution and delivery of a supplemental indenture in form satisfactory to
the Trustee, be released from any Subsidiary Guaranty previously made by such
Restricted Subsidiary.

     The Board of Directors may designate any Unrestricted Subsidiary to be a
Restricted Subsidiary if, immediately after giving pro forma effect to such
designation,

    (x)       the Company could Incur at least $1.00 of additional Debt
              pursuant to either clause (1) or clause (2) of the first
              paragraph of the covenant described under "-- Limitation on
              Debt", and

    (y)       no Default or Event of Default shall have occurred and be
              continuing or would result therefrom.

     Any such designation or redesignation by the Board of Directors will be
evidenced to the Trustee by filing with the Trustee a Board Resolution giving
effect to such designation or redesignation and an Officers' Certificate that:

    (a)       certifies that such designation or redesignation complies with
              the foregoing provisions, and

    (b)       gives the effective date of such designation or redesignation,
              such filing with the Trustee to occur within 45 days after the
              end of the fiscal quarter of the Company in which such
              designation or redesignation is made (or, in the case of a
              designation or redesignation made during the last fiscal quarter
              of the Company's fiscal year, within 90 days after the end of
              such fiscal year).

     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 13 5/8% senior 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;


                                      100
<PAGE>

   (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 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


                                      101
<PAGE>

   (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 13 5/8% senior notes.


SEC REPORTS

     Notwithstanding that the Company may not be subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act, the Company shall file
with the Securities and Exchange Commission and provide the Trustee and holders
of 13 5/8% senior 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 Securities and Exchange
Commission if the Securities and Exchange Commission does not permit such
filings.


EVENTS OF DEFAULT

   Events of Default in respect of the 13 5/8% senior notes include:

     (1)  failure to make the payment of any interest on the 13 5/8% senior
          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 13 5/8% senior 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 13 5/8%
          senior 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
          $15.0 million (the "cross acceleration provisions");

     (6)  any judgment or judgments for the payment of money in an aggregate
          amount in excess of $15.0 million that shall be rendered against the
          Company or any Restricted Subsidiary and


                                      102
<PAGE>

          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 13 5/8% senior 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 13 5/8% senior notes (other than
an Event of Default resulting from certain events involving bankruptcy,
insolvency or reorganization with respect to the Company) shall have occurred
and be continuing, the Trustee or the registered holders of not less than 25%
in aggregate principal amount at maturity of the 13 5/8% senior notes then
outstanding may declare to be immediately due and payable the principal amount
of all the 13 5/8% senior 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 13 5/8% senior
notes shall be due and payable immediately without any declaration or other act
on the part of the Trustee or the holders of the 13 5/8% senior 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 13 5/8% senior 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 13 5/8%
senior 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 13 5/8% senior
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
13 5/8% senior notes.

     No holder of 13 5/8% senior 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 13 5/8% senior 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 13 5/8% senior
              notes then outstanding a direction inconsistent with such request
              and shall have failed to institute such proceeding within 60
              days.


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<PAGE>

     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 13 5/8% senior notes with the consent of the registered holders of a
majority in aggregate principal amount of the 13 5/8% senior notes then
outstanding (including consents obtained in connection with a tender offer or
exchange offer for such 13 5/8% senior 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 13 5/8% senior note) with the consent of the registered holders of
at least a majority in aggregate principal amount of the 13 5/8% senior notes
then outstanding. However, without the consent of each holder of an outstanding
13 5/8% senior note, no amendment may, among other things,

     (1)  reduce the amount of 13 5/8% senior 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
          13 5/8% senior note,

     (3)  reduce the principal of or extend the Stated Maturity of any 13 5/8%
          senior note,

     (4)  make any Note payable in money other than that stated in the 13 5/8%
          senior note,

     (5)  impair the right of any holder of the 13 5/8% senior notes to receive
          payment of principal of and interest on such holder's 13 5/8% senior
          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 13 5/8%
          senior notes or any Subsidiary Guaranty,

     (6)  subordinate the 13 5/8% senior 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 13 5/8% senior notes other than pursuant to the
          terms of such security interest,

     (8)  reduce the premium payable upon the redemption of any 13 5/8% senior
          note nor change the time at which any 13 5/8% senior 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
          13 5/8% senior 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 13 5/8%
          senior 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 13 5/8% senior notes.

     Without the consent of any holder of the 13 5/8% senior 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 13 5/8% senior notes in addition to or in
       place of certificated 13 5/8% senior notes (provided that the
       uncertificated 13 5/8% senior notes are issued in registered form for


                                      104
<PAGE>

       purposes of Section 163(f) of the Code, or in a manner such that the
       uncertificated 13 5/8% senior notes are described in Section 163(f)(2)(B)
       of the Code),


     o add additional Guarantees with respect to the 13 5/8% senior notes or to
       release Subsidiary Guarantors from Subsidiary Guaranties as provided by
       the terms of the Indenture,


     o secure the 13 5/8% senior notes, to add to the covenants of the Company
       for the benefit of the holders of the 13 5/8% senior 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 13 5/8% senior notes or to comply with any requirement
       of the Securities and Exchange Commission in connection with the
       qualification of the Indenture under the Trust Indenture Act.


     The consent of the holders of the 13 5/8% senior 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 13 5/8% senior 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
13 5/8% senior 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 13 5/8% senior
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 13 5/8% senior notes, to replace mutilated,
destroyed, lost or stolen 13 5/8% senior notes and to maintain a registrar and
paying agent in respect of the 13 5/8% senior notes. The Company at any time may
terminate:


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


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


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


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


     If the Company exercises its legal defeasance option, payment of the
13 5/8% senior 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 13 5/8% senior 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.


                                      105
<PAGE>

   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 13 5/8% senior 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 13 5/8% senior 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 13 5/8% senior notes
                   will not recognize income, gain or loss for Federal income
                   tax purposes as a result of such defeasance and will be
                   subject to Federal income tax on the same amounts, in the
                   same manner and at the same time as would have been the case
                   if such defeasance has not occurred;

   (h)        in the case of the covenant defeasance option, the Company
              delivers to the Trustee an Opinion of Counsel to the effect that
              the holders of the 13 5/8% senior 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 13 5/8% senior notes have
              been complied with as required by the Indenture.


GOVERNING LAW

     The Indenture and the 13 5/8% senior 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.


                                      106
<PAGE>

CERTAIN DEFINITIONS

     Set forth below is a summary of certain of the defined terms used in the
Indenture. Reference is made to the Indenture for the full definition of all
such terms as well as any other capitalized terms used herein for which no
definition is provided. Unless the context otherwise requires, an accounting
term not otherwise defined has the meaning assigned to it in accordance with
GAAP.

     "Additional Assets" means:

     (a)      any Property (other than cash, cash equivalents and securities)
              to be owned by the Company or any Restricted Subsidiary and used
              in a Telecommunications Business; or

     (b)      Capital Stock of a Person that becomes a Restricted Subsidiary
              as a result of the acquisition of such Capital Stock by the
              Company or another Restricted Subsidiary from any Person other
              than the Company or an Affiliate of the Company; provided,
              however, that, in the case of this clause (b), such Restricted
              Subsidiary is primarily engaged in a Telecommunications Business.


     "Affiliate" of any specified Person means:

     (a)      any other Person directly or indirectly controlling or
              controlled by or under direct or indirect common control with
              such specified Person, or

     (b)      any other Person who is a director or officer of:

              (1)  such specified Person,

              (2)  any Subsidiary of such specified Person, or

              (3)  any Person described in clause (a) above.

For the purposes of this definition, "control" when used with respect to any
Person means the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing. For purposes of the covenants described
under "-- Certain Covenants -- Limitation on Transactions with Affiliates and
- -- Limitation on Asset Sales" and the definition of "Additional Assets" only,
"Affiliate" shall also mean any beneficial owner of shares representing 10% or
more of the total voting power of the Voting Stock (on a fully diluted basis)
of the Company or of rights or warrants to purchase such Voting Stock (whether
or not currently exercisable) and any Person who would be an Affiliate of any
such beneficial owner pursuant to the first sentence hereof.

     "Annualized Pro Forma EBITDA" means, as of any date of determination, the
product of Pro Forma EBITDA for the Company's two most recently completed
fiscal quarters for which financial statements are available prior to such
determination date multiplied by two.

     "Asset Sale" means any sale, lease, transfer, issuance or other
disposition (or series of related sales, leases, transfers, issuances or
dispositions) by the Company or any Restricted Subsidiary, including any
disposition by 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",


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              (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, $1.0
                   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 13 5/8% senior 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.

     "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


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              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.

     "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)      commissions, 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,


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     (i)      interest accruing on any Debt of any other Person to the extent
              such Debt is Guaranteed by the Company or any Restricted
              Subsidiary or is secured by any Liens on the Property of the
              Company or any Restricted Subsidiary, and

     (j)      the cash contributions to any employee stock ownership plan or
              similar trust to the extent such contributions are used by such
              plan or trust to pay interest or fees to any Person (other than
              the Company) in connection with Debt Incurred by such plan or
              trust.

     "Consolidated Net Income" means, for any period, the net income (loss) of
the Company and its consolidated Subsidiaries; provided, however, that there
shall not be included in such Consolidated Net Income:

     (a)      any net income (loss) of any Person (other than the Company) if
              such Person is not a Restricted Subsidiary, except that:

              (1)  subject to the exclusion contained in clause (d) below, the
                   Company's equity in the net income of any such Person for
                   such period shall be included in such Consolidated Net Income
                   up to the aggregate amount of cash distributed by such Person
                   during such period to the Company or a Restricted Subsidiary
                   as a dividend or other distribution (subject, in the case of
                   a dividend or other distribution to a Restricted Subsidiary,
                   to the limitations contained in clause (c) below), and

              (2)  the Company's equity in a net loss of any such Person, other
                   than an Unrestricted Subsidiary or a Person as to which the
                   Company is not, and under no circumstances would be,
                   obligated to make any additional Investment, for such period
                   shall be included in determining such Consolidated Net
                   Income,

     (b)      for purposes of the covenant described under "-- Certain
              Covenants -- Limitation on Restricted Payments" only, any net
              income (loss) of any Person acquired by the Company or any of its
              consolidated Subsidiaries in a pooling of interests transaction
              for any period prior to the date of such acquisition,

     (c)      any net income (loss) of any Restricted Subsidiary that is not a
              Subsidiary Guarantor if such Restricted Subsidiary is subject to
              restrictions, directly or indirectly, on the payment of dividends
              or the making of distributions, directly or indirectly, to the
              Company, except that:

              (1)  subject to the exclusion contained in clause (d) below, the
                   Company's equity in the net income of any such Restricted
                   Subsidiary for such period shall be included in such
                   Consolidated Net Income up to the aggregate amount of cash
                   distributed by such Restricted Subsidiary during such period
                   to the Company or another Restricted Subsidiary as a dividend
                   or other distribution (subject, in the case of a dividend or
                   other distribution to another Restricted Subsidiary, to the
                   limitation contained in this clause), and

              (2)  the Company's equity in a net loss of any such Restricted
                   Subsidiary for such period shall be included in determining
                   such Consolidated Net Income,

     (d)      any gain or loss realized upon the sale or other disposition of
              any Property of the Company or any of its consolidated
              Subsidiaries (including pursuant to any Sale and Leaseback
              Transaction) that is not sold or otherwise disposed of in the
              ordinary course of business,

     (e)      any extraordinary gain or loss,

     (f)      the cumulative effect of a change in accounting principles, and

     (g)      any non-cash compensation expense realized for grants of
              performance shares, stock options or other rights to officers,
              directors and employees of the Company or any Restricted
              Subsidiary, provided that such shares, options or other rights
              can be redeemed at the option of the holder only for Capital
              Stock of the Company (other than Disqualified Stock).

Notwithstanding the foregoing, for purposes of the covenant described under "--
Certain Covenants -- Limitation on Restricted Payments" only, there shall be
excluded from Consolidated Net Income any


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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;

     (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;


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     (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 13 5/8% senior notes; provided, however, that Capital
Stock will not be deemed to be Disqualified Stock if it is redeemable by
exchange for or through the issuance of Capital Stock (other than Disqualified
Stock) of that issuer; and provided further, however, that any Capital Stock
that would not constitute Disqualified Stock but for the provisions thereof
giving holders thereof the right to require such Person to repurchase or redeem
such Capital Stock upon the occurrence of an Asset Sale or Change of Control
occurring prior to the Stated Maturity of the 13 5/8% senior 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 13 5/8% senior 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


                                      112
<PAGE>

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., Alamosa
Wisconsin GP, LLC, Alamosa (Wisconsin) Properties, LLC, Alamosa Finance LLC,
Alamosa Limited, LLC, Alamosa Delaware GP, LLC, Alamosa Properties, LP, Alamosa
Missouri, LLC, Alamosa Missouri Properties, LLC, Washington Oregon Wireless,
LLC, Washington Oregon Wireless Properties, LLC, Washington Oregon Wireless
Licenses, LLC, SWGP, L.L.C., SWLP, L.L.C., Southwest PCS, LP, Southwest PCS
Properties, LLC, Southwest PCS Licenses, LLC, Texas Telecommunications, LP and
Alamosa Wisconsin Limited Partnership, will be considered Domestic Wholly Owned
Subsidiaries so long as they remain Restricted Subsidiaries.

     "EBITDA" means, for any period, an amount equal to, for the Company and
its consolidated Restricted Subsidiaries:

     (a)      the sum of Consolidated Net Income for such period, plus the
              following to the extent reducing Consolidated Net Income for such
              period:

              (1)  the provision for taxes based on income or profits or
                   utilized in computing net loss,

              (2)  Consolidated Interest Expense,

              (3)  depreciation,

              (4)  amortization of intangibles, and

              (5)  any other non-cash items (other than any such non-cash item
                   to the extent that it represents an accrual of or reserve for
                   cash expenditures in any future period), minus

     (b)      all non-cash items increasing Consolidated Net Income for such
              period (other than any such non-cash item to the extent that it
              will result in the receipt of cash payments in any future
              period).

Notwithstanding the foregoing clause (a), the provision for taxes and the
depreciation, amortization and non-cash items of a Restricted Subsidiary that
is not a Subsidiary Guarantor shall be added to Consolidated Net Income to
compute EBITDA only to the extent (and in the same proportion) that the net
income of such Restricted Subsidiary was included in calculating Consolidated
Net Income and only if a corresponding amount would be permitted at the date of
determination to be dividended to the Company by such Restricted Subsidiary
without prior approval (that has not been obtained), pursuant to the terms of
its charter and all agreements, instruments, judgments, decrees, orders,
statutes, rules and governmental regulations applicable to such Restricted
Subsidiary or its shareholders.

     "Eligible Receivables" means, at any time, net Receivables of the Company
and its Restricted Subsidiaries, as evidenced on the most recent quarterly
consolidated balance sheet of the Company as at a date at least 45 days prior
to such time, arising in the ordinary course of business of the Company or any
Restricted Subsidiary.

     "Event of Default" has the meaning set forth under "-- Events of Default".


     "Event of Termination" means any of the events described in (i) Section
11.3 of the Company's Management 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
              $15.0 million, by any Officer of the Company, or


                                      113
<PAGE>

     (b)      if such Property has a Fair Market Value in excess of $15.0
              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 accounting profession, and

     (d)      the rules and regulations of the Securities and Exchange
              Commission 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 Securities and Exchange Commission.

     "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.

     "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


                                      114
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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 the date on which the 13 5/8% senior notes are initially
issued.

     "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 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


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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, commissions,
              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 Subsidiaries 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
              13 5/8% senior notes when due, whether at maturity, by
              acceleration, by redemption or otherwise, and all other monetary
              obligations of the Company under the 13 5/8% senior notes, and

     (b)      the full and punctual performance within applicable grace
              periods of all other obligations of the Company under the 13 5/8%
              senior 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.

     "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;


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     (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 $3.0 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 requirements, performance or return-of-money bonds,
              surety bonds or other obligations of a like nature and Incurred
              in a manner consistent with industry practice, in each case which
              are not Incurred in connection with the borrowing of money, the
              obtaining of advances or credit or the payment of the deferred
              purchase price of Property and which do not in the aggregate
              impair in any material respect the use of Property in the
              operation of the business of the Company and the Restricted
              Subsidiaries taken as a whole;

     (f)      Liens on Property at the time the Company or any Restricted
              Subsidiary acquired such Property, including any acquisition by
              means of a merger or consolidation with or into the Company or
              any Restricted Subsidiary; provided, however, that any such Lien
              may not extend to any other Property of the Company or any
              Restricted Subsidiary; provided further, however, that such Liens
              shall not have been Incurred in anticipation of or in connection
              with the transaction or series of transactions pursuant to which
              such Property was acquired by the Company or any Restricted
              Subsidiary;

     (g)      Liens on the Property of a Person at the time such Person
              becomes a Restricted Subsidiary; provided, however, that any such
              Lien may not extend to any other Property of the Company


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<PAGE>

              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 $15.0 million.

     "Permitted Refinancing Debt" means any Debt that Refinances any other
Debt, including any successive Refinancings, so long as:

     (a)      such Debt is in an aggregate principal amount (or if Incurred
              with original issue discount, an aggregate issue price) not in
              excess of the sum of:

              (1)  the aggregate principal amount (or if Incurred with original
                   issue discount, the aggregate accreted value) then
                   outstanding of the Debt being Refinanced, and

              (2)  an amount necessary to pay any fees and expenses, including
                   premiums and defeasance costs, related to such Refinancing,

     (b)      the Average Life of such Debt is equal to or greater than the
              Average Life of the Debt being Refinanced,

     (c)      the Stated Maturity of such Debt is no earlier than the Stated
              Maturity of the Debt being Refinanced, and

     (d)      the new Debt shall not be senior in right of payment to the Debt
              that is being Refinanced;


                                      118
<PAGE>

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.

     "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 13 5/8% senior notes as
described under "Optional Redemption."


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<PAGE>

   "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
              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.


                                      120
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     "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 13 5/8% senior 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.

     "13 5/8% senior notes" means the senior notes due 2011 of the Company to be
issued pursuant to the Indenture to be dated as of August 15, 2001 among the
Company, the Subsidiary Guarantors and Wells Fargo Bank Minnesota, N.A., as
trustee, as the same may be amended or supplemented from time to time.

     "12 1/2% senior notes" means the senior notes due 2011 of the Company
issued pursuant to the Indenture, dated as of January 31, 2001, the Company,
the Subsidiary Guarantors and Wells Fargo Bank Minnesota, N.A. as trustee, as
the same may be amended or supplemented from time to time.

     "12 7/8% 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, among the Company, the Subsidiary Guarantors and Norwest Bank Minnesota,
N.A. as trustee, as the same may be amended or supplemented from time to time.

     "senior secured credit facility" means the credit facility for up to
$333.0 million ($225.0 million after the contemplated amendment to the senior
secured credit facility becomes effective) issued pursuant to the Amended and
Restated Credit Agreement, dated as of March 30, 2001, among the Company,
Alamosa Holdings, LLC, Alamosa Holdings, Inc., the lenders thereto, Citicorp
USA, Inc., as administrative and collateral agent, Export Development
Corporation, as co-documentation agent, First Union National Bank, as
documentation agent, Toronto Dominion (Texas), Inc., as syndication agent, as
amended by Amendment No. 1 on May 8, 2001, Amendment No. 2 on June 7, 2001 and
Amendment No. 3 on July 19, 2001, and as further amended and 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 Securities and Exchange Commission.

     "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 13 5/8% senior 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:


                                      121
<PAGE>

     (a)      such Person,

     (b)      such Person and one or more Subsidiaries of such Person, or

     (c)      one or more Subsidiaries of such Person.

     "Subsidiary Guarantor" means each Domestic Restricted Subsidiary and any
other Person that becomes a Subsidiary Guarantor pursuant to the covenant
described under "-- Certain Covenants -- Future Subsidiary Guarantors".

     "Subsidiary Guaranty" means a Guarantee on the terms set forth in the
Indenture by a Subsidiary Guarantor of the Company's obligations with respect
to the 13 5/8% senior 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 $500.0 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 organization" (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:


                                      122
<PAGE>

              (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 $37.0 million), plus

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

     (c)      Capital Stock Sale Proceeds, plus

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

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

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

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

     "Unrestricted Subsidiary" means:

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

     (b)      any Subsidiary of an Unrestricted Subsidiary.

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

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

     "Wholly Owned Restricted Subsidiary" means, at any time, a Restricted
Subsidiary all the Voting Stock of which (except directors' qualifying shares)
is at such time owned, directly or indirectly, by the Company and its other
Wholly Owned Subsidiaries. Notwithstanding the preceding, all Restricted
Subsidiaries existing on the Issue Date, including Alamosa PCS, Inc., Alamosa
Wisconsin GP, LLC,


                                      123
<PAGE>

Alamosa (Wisconsin) Properties, LLC, Alamosa Finance LLC, Alamosa Limited, LLC,
Alamosa Delaware GP, LLC, Alamosa Properties, LP, Alamosa Missouri, LLC,
Alamosa Missouri Properties, LLC, Washington Oregon Wireless, LLC, Washington
Oregon Wireless Properties, LLC, Washington Oregon Wireless Licenses, LLC,
SWGP, L.L.C., SWLP, L.L.C., Southwest PCS, LP, Southwest PCS Properties, LLC,
Southwest PCS Licenses, LLC, Texas Telecommunications, LP and Alamosa Wisconsin
Limited Partnership, will be considered Wholly Owned Restricted Subsidiaries so
long as they remain Restricted Subsidiaries.


                                      124
<PAGE>

                               BOOK-ENTRY SYSTEM

     The Depository Trust Company ("DTC"), New York, New York, will act as
securities depositary 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 depositary 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 registerable, 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.


                                      125
<PAGE>

     So long as DTC or any successor depositary for a global note, or any
nominee, is the registered owner of such global note, DTC or such successor
depositary or nominee, as the case may be, will be considered the sole owner or
holder of the registered notes represented by such global note for all purposes
under the indenture and the registered notes. Except as set forth above, owners
of beneficial interests in a global note will not be entitled to have the
registered notes represented by such global note registered in their names,
will not receive or be entitled to receive physical delivery of certificated
registered notes in definitive form and will not be considered to be the owners
or holders of any registered notes under such global note. Accordingly, each
person owning a beneficial interest in a global note must rely on the
procedures of DTC or any successor depositary, and, if such person is not a
participant, on the procedures of the participant through which such person
owns its interest, to exercise any rights of a holder under the indenture. We
understand that under existing industry practices, in the event that we request
any action of holders or that an owner of a beneficial interest in a global
note desires to give or take any action which a holder is entitled to give or
take under the indenture, DTC or any successor depositary would authorize the
participants holding the relevant beneficial interest to give or take such
action and such participants would authorize beneficial owners owning through
such participants to give or take such action or would otherwise act upon the
instructions of beneficial owners owning through them.


     DTC has advised us that DTC is a limited-purpose trust company organized
under the Banking Law of the State of New York, a member of the Federal Reserve
System, a "clearing corporation" within the meaning of the New York Uniform
Commercial Code and a "clearing agency" registered under the Exchange Act. DTC
was created to hold the securities of its participants and to facilitate the
clearance and settlement of securities transactions among its participants in
such securities through electronic book-entry changes in accounts of the
participants, thereby eliminating the need for physical movement of securities
certificates. DTC's participants include securities brokers and dealers (which
may include the initial purchasers of the outstanding notes), banks, trust
companies, clearing corporations and certain other organizations some of whom
(or their representatives) own DTC. Access to DTC's book-entry system is also
available to others, such as banks, brokers, dealers and trust companies, that
clear through or maintain a custodial relationship with a participant, either
directly or indirectly.


     Although DTC has agreed to the foregoing procedures in order to facilitate
transfers of interests in global notes among participants of DTC, it is under
no obligation to perform or continue to perform such procedures, and such
procedures may be discontinued at any time. DTC may discontinue providing its
services as depositary 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 depositary 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 depositary. 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.


                                      126
<PAGE>

                      EXCHANGE OFFER; REGISTRATION RIGHTS

     We have agreed pursuant to a registration rights agreement with the
initial purchasers of the outstanding notes, for the benefit of the holders of
the outstanding notes, that we will, at our cost,

     o file a registration statement with the Securities and Exchange
       Commission with respect to a registered offer within 90 days after the
       date of original issuance of the outstanding notes to exchange the
       outstanding notes for new notes of Alamosa (Delaware) having terms
       substantially identical in all material respects to the outstanding notes
       (except that the registered notes will not contain terms with respect to
       transfer restrictions), and

     o use our reasonable best efforts to cause such registration statement to
       be declared effective under the Securities Act within 180 days after the
       date of original issuance of the outstanding notes.

     Once the registration statement that this prospectus is part of is
declared effective, we will offer the registered notes in exchange for
surrender of the outstanding notes. This offer will remain open for not less
than 20 business days (or longer if required by applicable law) after the date
notice of the exchange offer is mailed to the holders of the outstanding notes.
For each outstanding note surrendered pursuant to the exchange offer, the
holder of such outstanding note will receive a registered note having a
principal amount equal to that of the surrendered outstanding note.

     Under existing SEC interpretations, the registered notes would be freely
transferable by holders of the registered notes other than affiliates of
Alamosa (Delaware) after the exchange offer without further registration under
the Securities Act if the holder of the registered notes represents that it is
acquiring the registered notes in the ordinary course of its business, that it
has no arrangement or understanding with any person to participate in the
distribution of the registered notes and that it is not an affiliate of Alamosa
(Delaware), as such terms are interpreted by the SEC; provided, however, that
broker-dealers receiving registered notes in the exchange offer will have a
prospectus delivery requirement with respect to resales of such registered
notes. The SEC has taken the position that participating broker-dealers may
fulfill their prospectus delivery requirements with respect to registered notes
(other than a resale of an unsold allotment from the original sale of the
outstanding notes) with this prospectus. Under the registration rights
agreement, we are required to allow participating broker-dealers and other
persons, if any, with similar prospectus delivery requirements to use this
prospectus in connection with the resale of such registered notes.

     A holder of outstanding notes (other than certain specified holders) who
wishes to exchange such outstanding notes for registered notes in the exchange
offer will be required to represent that any registered notes to be received by
it will be acquired in the ordinary course of its business and that at the time
of the commencement of the exchange offer it has no arrangement or
understanding with any person to participate in the distribution (within the
meaning of the Securities Act) of the registered notes and that it is not an
"affiliate" of Alamosa (Delaware), as defined in Rule 405 of the Securities
Act.

     In the event that,

     o applicable interpretations of the staff of the Commission do not permit
       us to effect the exchange offer,

     o for any reason the registration statement that this prospectus is part
       of is not declared effective within 180 days after the date of the
       original issuance of the outstanding notes or the exchange offer is not
       consummated within 240 days after the original issuance of the
       outstanding notes,

     o any initial purchaser of outstanding notes so requests with respect to
       outstanding notes not eligible to be exchanged for registered notes in
       the exchange offer,

     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


                                      127
<PAGE>

       any portion of an unsold allotment (it being understood that the
       requirement that a participating broker-dealer deliver this prospectus in
       connection with sales of registered notes shall not result in such
       registered notes being not "freely tradeable"),

we will, at our cost,

     o as promptly as practicable, file a shelf registration statement covering
       resales of the outstanding notes or registered notes, as the case may be,


     o use our reasonable best efforts to cause the shelf registration
       statement to be declared effective under the Securities Act, and

     o keep the shelf registration statement effective until the earliest of,

       (1)   two years after its effective date,

       (2)   such time as all of the securities included on the shelf
             registration statement have been sold thereunder, and

       (3)   such time as the securities included on the shelf registration
             statement are eligible for resale under Rule 144(k) of the
             Securities Act without restriction.

     We will, in the event a shelf registration statement is filed, among other
things, provide to each holder for whom such shelf registration statement was
filed, copies of the prospectus which is a part of the shelf registration
statement, notify each such holder when the shelf registration statement has
become effective and take certain other actions as are required to permit
unrestricted resales of the outstanding notes or the registered notes, as the
case may be. A holder selling such registered notes or outstanding notes
pursuant to the shelf registration statement generally would be required to be
named as a selling security holder in the related prospectus and to deliver a
prospectus to purchasers, will be subject to certain of the civil liability
provisions under the Securities Act in connection with such sales and will be
bound by the provisions of the registration rights agreement which are
applicable to such holder (including certain indemnification obligations).

     If,

     o on or prior to the 90th day following the date of original issuance of
       the outstanding notes, neither the registration statement that this
       prospectus is part of nor the shelf registration statement has been filed
       with the Commission,

     o on or prior to the 180th day following the date of original issuance of
       the outstanding notes, neither the registration statement that this
       prospectus is part of nor the shelf registration statement has been
       declared effective,

     o on or prior to the 210th day following the date of original issuance of
       the outstanding notes, neither the exchange offer has been consummated
       nor the shelf registration statement has been declared effective, or

     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.

     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.


                                      128
<PAGE>

                             PLAN OF DISTRIBUTION

     Each broker-dealer that receives registered notes for its own account
pursuant to the exchange offer must acknowledge that it will deliver a
prospectus in connection with any resale of such registered notes. This
prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of registered notes received in
exchange for outstanding notes where such outstanding notes were acquired as a
result of market-making activities or other trading activities. We have agreed
that, starting on the expiration date of the exchange offer and ending on the
close of business one year after the expiration date, we will make this
prospectus, as amended or supplemented, available to any broker-dealer for use
in connection with any such resale. In addition, until [       ], all dealers
effecting transactions in the registered notes may be required to deliver a
prospectus.


     We will not receive any proceeds from any sale of registered notes by
broker dealers. Registered notes received by broker-dealers for their own
account pursuant to the exchange offer may be sold from time to time in one or
more transactions in the over-the-counter-market, in negotiated transactions,
through the writing of options on the registered notes or a combination of such
methods of resale, at market prices prevailing at the time of resale, at prices
related to such prevailing market prices or at negotiated prices. Any such
resale may be made directly to purchasers or to or through brokers or dealers
who may receive compensation in the form of commissions or concessions from any
such broker-dealer and/or the purchasers of any such registered notes. Any
broker-dealer that resells registered notes that were received by it for its
own account pursuant to the exchange offer and any broker or dealer that
participates in a distribution of such registered notes may be deemed to be an
"underwriter" within the meaning of the Securities Act and any profit resulting
from any such resale of registered notes and any commissions or concessions
received by any such persons may be deemed to be underwriting compensation
under the Securities Act. The letter of transmittal states that by
acknowledging that it will deliver and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within
the meaning of the Securities Act.


     For a period of one year after the expiration date of the exchange offer,
we will promptly send additional copies of this prospectus and any amendment or
supplement to this prospectus to any broker-dealer that requests such documents
in the letter of transmittal. We have agreed to pay all expenses incident to
the exchange offer (including the expenses of one counsel for the holders of
the outstanding notes) other than commissions or concessions of any brokers or
dealers and will indemnify the holders of the outstanding notes (including any
broker-dealers) against certain liabilities, including liabilities under the
Securities Act.


            MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS


     The exchange of outstanding notes for registered notes in the exchange
offer will not constitute a taxable event for holders of notes. Consequently,
holders of notes will not recognize gain upon receipt of a registered note in
exchange for an outstanding note in the exchange offer, the 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
holder's holding period in the registered note will include its holding period
in the original note. In addition, the original issue discount on the
outstanding notes will carryover to the registered notes received in the
exchange, and holders will continue to accrue such original issue discount on a
constant yield basis in the same manner as such original issue discount has
been accruing on the outstanding notes.


                                      129
<PAGE>

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


     The following unaudited pro forma condensed combined financial statements
combine the historical statements (consolidated, where applicable) of Alamosa
(Delaware), Roberts, WOW and Southwest. The unaudited pro forma condensed
combined balance sheet gives effect to the issuance of the senior notes The
unaudited pro forma statements of operations give effect to the issuance of the
13 5/8% senior notes. 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 these
unaudited pro forma condensed combined financial statements to demonstrate the
financial aspects of the combined transaction.


     We derived this information from the unaudited financial statements
(consolidated, where applicable) of Alamosa (Delaware) as of and for the six
months ended June 30, 2001, Roberts and WOW for the period January 1, 2001 to
February 14, 2001, Southwest for the period January 1, 2001 to March 30, 2001,
and from the audited consolidated statements of operations 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
six months ended June 30, 2001 and the year ended December 31, 2000, assumes
the issuance of the 13 5/8% senior notes, the 12 1/2% senior notes and the
acquisitions of Roberts, WOW and Southwest were effected on January 1, 2000.
The unaudited pro forma condensed combined balance sheet as of June 30, 2001
gives effect to the issuance of the 13 5/8% senior notes as if the transaction
had occurred on June 30, 2001. 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 financial
information for illustrative purposes only. The companies may have performed
differently had they always been combined. You should not rely on the unaudited
pro forma condensed combined financial information as being indicative of the
historical results that would have been achieved had the companies always been
combined or the future results that the combined company will experience.


                                      130
<PAGE>

        ALAMOSA (DELAWARE), INC. (FORMERLY ALAMOSA PCS HOLDINGS, INC.)
              UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
                              AS OF JUNE 30, 2001
                                (IN THOUSANDS)




<TABLE>
<CAPTION>
                                                                                ISSUANCE OF
                                                            HISTORICAL            13 5/8%
                                                              ALAMOSA          SENIOR NOTES           TOTAL
                                                          --------------   --------------------   -------------
ASSETS                                                                           (NOTE 1)
<S>                                                       <C>              <C>                    <C>
Current assets:
 Cash and cash equivalents ............................     $  122,092        $    35,468          $  157,560
 Accounts receivable, net .............................         39,906                 --              39,906
 Inventory ............................................          4,425                 --               4,425
 Prepaid expenses and other assets ....................          4,539                 --               4,539
 Deferred tax asset ...................................          1,762                 --               1,762
 Interest receivable ..................................          1,169                 --               1,169
                                                            ----------        -----------          ----------
   Total current assets ...............................        173,893             35,468             209,361
Property and equipment, net ...........................        410,432                 --             410,432
Debt issuance costs, net ..............................         27,378              9,454(1b)          36,832
Restricted cash .......................................         70,727             39,240             109,967
Goodwill and intangible assets, net ...................        856,141                 --             856,141
Other noncurrent assets ...............................          4,117                 --               4,117
                                                            ----------        -------------        ----------
   Total assets .......................................     $1,542,688        $    84,162          $1,626,850
                                                            ==========        =============        ==========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
 Accounts payable and accrued expenses ................     $   78,450        $        --          $   78,450
 Accrued interest payable .............................         15,001                 --              15,001
 Current installments of capital leases ...............            138                 --                 138
                                                            ----------        -------------        ----------
   Total current liabilities ..........................         93,589                 --              93,589
 12 7/8% senior discount notes ........................        222,807                 --             222,807
 12 1/2% senior notes .................................        250,000            150,000             400,000
 Senior secured credit facility .......................        203,000            (65,838)(1a)        137,162
 Deferred tax liability, net ..........................        153,294                 --             153,294
 Capital lease obligations, noncurrent ................          1,506                 --               1,506
 Other noncurrent liabilities .........................          3,040                 --               3,040
                                                            ----------        -------------        ----------
   Total liabilities ..................................        927,236             84,162           1,011,398
                                                            ----------        -------------        ----------
Commitments and contingencies .........................             --                 --                  --
Stockholder's equity:
 Preferred stock ......................................             --                 --                  --
 Common stock .........................................             --                 --                  --
 Additional paid-in capital ...........................        791,932                 --             791,932
 Accumulated deficit ..................................       (175,716)                --            (175,716)
 Accumulated other comprehensive income, net of
   tax ................................................            166                 --                 166
 Unearned compensation ................................           (930)                --                (930)
                                                            ----------        -------------        ----------
   Total stockholder's equity .........................        615,452                 --             615,452
                                                            ----------        -------------        ----------
   Total liabilities and stockholder's equity .........     $1,542,688        $    84,162          $1,626,850
                                                            ==========        =============        ==========
</TABLE>

                                      131
<PAGE>

        ALAMOSA (DELAWARE), INC. (FORMERLY ALAMOSA PCS HOLDINGS, INC.)
         UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
                     FOR THE SIX MONTHS ENDED JUNE 30, 2001
                                (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                              ROBERTS MERGER
                                                                                      ------------------------------
                                           ISSUANCE OF                     ALAMOSA     HISTORICAL
                           HISTORICAL        13 5/8%                      PRO FORMA     ROBERTS        PRO FORMA
                             ALAMOSA       SENIOR NOTES      SUBTOTAL    ADJUSTMENTS    WIRELESS      ADJUSTMENTS
                          ------------ ------------------- ------------ ------------- ----------- ------------------
Revenues:                                    (NOTE 1)                      (NOTE 2)                    (NOTE 3)
<S>                       <C>          <C>                 <C>          <C>           <C>         <C>
 Service revenues .......  $ 119,422      $        --       $ 119,422     $     --     $  3,251      $       --
 Product sales ..........      9,947               --           9,947           --          291              --
                           ---------      -----------       ---------     --------     --------      ----------
  Total revenue .........    129,369               --         129,369           --        3,542              --
                           ---------      -----------       ---------     --------     --------      ----------
Costs and expenses:
 Cost of service and
  operations ............     86,202               --          86,202           --        3,133              --
 Cost of products
  sold ..................     18,559               --          18,559           --          608              --
 Selling and
  marketing .............     43,276               --          43,276           --        2,229              --
 General and
  administrative
  expenses ..............      7,257               --           7,257           --          376              44 (3a)
 Depreciation and
  amortization ..........     37,171               --          37,171           --          749           3,559 (3b)
                           ---------      -----------       ---------     --------     --------     -----------
  Total costs and
  expenses ..............    192,465               --         192,465           --        7,095           3,603
                           ---------      -----------       ---------     --------     --------     -----------
  Loss from
  operations ............    (63,096)              --         (63,096)          --       (3,553)         (3,603)
Interest and other
 income .................      8,188               --           8,188           --            1              --
Interest expense ........    (34,663)          (7,585)(1c)    (42,248)      (2,642)        (755)            (45)(3c)
                           ---------      -----------       ---------     --------     --------     -----------
 Loss before income
  tax benefit and
  extraordinary item         (89,571)          (7,585)        (97,156)      (2,642)      (4,307)         (3,648)
Income tax benefit ......     31,306            2,882 (1d)     34,188        1,004           --           2,433 (3b)
                           ---------      -----------       ---------     --------     --------     -----------
 Loss before
  extraordinary item       $ (58,265)     $    (4,703)      $ (62,968)    $ (1,638)    $ (4,307)     $   (1,215)
                           =========      ===========       =========     ========     ========     ===========


<CAPTION>
                                    WOW MERGER                   SOUTHWEST MERGER
                          ------------------------------- -------------------------------
                           HISTORICAL       PRO FORMA      HISTORICAL       PRO FORMA
                               WOW         ADJUSTMENTS      SOUTHWEST      ADJUSTMENTS        TOTAL
                          ------------ ------------------ ------------ ------------------ -------------
Revenues:                                   (NOTE 4)                        (NOTE 5)
<S>                       <C>          <C>                <C>          <C>                <C>
 Service revenues .......   $  1,193      $       --        $ 12,955      $       --       $  136,821
 Product sales ..........        180              --           1,053              --           11,471
                            --------      ----------        --------      ----------       ----------
  Total revenue .........      1,373              --          14,008              --          148,292
                            --------      ----------        --------      ----------       ----------
Costs and expenses:
 Cost of service and
  operations ............      1,139              --           8,950              --           99,424
 Cost of products
  sold ..................        398              --           3,274              --           22,839
 Selling and
  marketing .............      1,308              --           2,753              --           49,566
 General and
  administrative
  expenses ..............        525              --             804              --            9,006
 Depreciation and
  amortization ..........        490           1,599 (4a)      2,169           4,980 (5a)      50,717
                            --------     -----------        --------     -----------       ----------
  Total costs and
  expenses ..............      3,860           1,599          17,950           4,980          231,552
                            --------     -----------        --------     -----------       ----------
  Loss from
  operations ............     (2,487)         (1,599)         (3,942)         (4,980)         (83,260)
Interest and other
 income .................         12              --               4              --            8,205
Interest expense ........       (325)            (24)(4b)     (2,302)           (137)(5b)     (48,478)
                            --------     -----------        --------     -----------       ----------
 Loss before income
  tax benefit and
  extraordinary item          (2,800)         (1,623)         (6,240)         (5,117)        (123,533)
Income tax benefit ......         --           1,411 (4a)         --           3,972 (5a)      43,008
                            --------     -----------        --------     -----------       ----------
 Loss before
  extraordinary item        $ (2,800)     $     (212)       $ (6,240)     $   (1,145)      $  (80,525)
                            ========     ===========        ========     ===========       ==========
</TABLE>

                                      132
<PAGE>

        ALAMOSA (DELAWARE), INC. (FORMERLY ALAMOSA PCS HOLDINGS, INC.)
         UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 2000
                                (IN THOUSANDS)




<TABLE>
<CAPTION>
                                                                                                ROBERTS MERGER
                                                                                       ---------------------------------
                                            ISSUANCE OF                     ALAMOSA      HISTORICAL
                           HISTORICAL         13 5/8%                      PRO FORMA      ROBERTS         PRO FORMA
                             ALAMOSA       SENIOR NOTES       SUBTOTAL    ADJUSTMENTS     WIRELESS       ADJUSTMENTS
                          ------------ -------------------- ------------ ------------- ------------- -------------------
Revenues:                                    (NOTE 1)                       (NOTE 2)                       (NOTE 3)
<S>                       <C>          <C>                  <C>          <C>           <C>           <C>
 Service revenues .......  $  73,500      $         --       $  73,500     $      --     $  13,413      $        --
Product sales ...........      9,200                --           9,200            --         1,316               --
                           ---------      ------------       ---------     ---------     ---------      -----------
  Total revenue .........     82,700                --          82,700            --        14,729               --
                           ---------      ------------       ---------     ---------     ---------      -----------
Costs and expenses:
 Cost of service and
  operations ............     55,430                --          55,430            --        10,005               --
 Cost of products
  sold ..................     20,524                --          20,524            --         2,494               --
 Selling and
  marketing .............     46,513                --          46,513            --         6,976               --
 General and
  administrative
  expenses ..............     14,352                --          14,352            --         2,507              350 (3a)
 Terminated merger
  and acquisition
  costs .................      2,247                --           2,247            --            --               --
 Depreciation and
  amortization ..........     12,530                --          12,530            --         5,672           27,047 (3b)
                           ---------      ------------       ---------     ---------     ---------      -----------
  Total costs and
  expenses ..............    151,596                --         151,596            --        27,654           27,397
                           ---------      ------------       ---------     ---------     ---------      -----------
 Loss from
  operations ............    (68,896)               --         (68,896)           --       (12,925)         (27,397)
Interest and other
 income .................     14,483                --          14,483            --            98               --
Interest expense ........    (25,775)          (15,169)(1c)    (40,944)      (32,150)       (3,279)          (2,942)(3c)
                           ---------      ------------       ---------     ---------     ---------      -----------
 Loss before income
  tax benefit and
  extraordinary item.....    (80,188)          (15,169)        (95,357)      (32,150)      (16,106)         (30,339)
Income tax benefit ......         --            36,236 (1d)     36,236        12,217            --           14,061 (3b)
                           ---------      ------------       ---------     ---------     ---------      -----------
 Loss before
  extraordinary item.....  $ (80,188)     $     21,067       $ (59,121)    $ (19,933)    $ (16,106)     $   (16,278)
                           =========      ============       =========     =========     =========      ===========




<CAPTION>
                                     WOW MERGER                    SOUTHWEST MERGER
                          -------------------------------- --------------------------------
                           HISTORICAL       PRO FORMA       HISTORICAL       PRO FORMA
                               WOW         ADJUSTMENTS       SOUTHWEST      ADJUSTMENTS         TOTAL
                          ------------ ------------------- ------------ ------------------- -------------
Revenues:                                    (NOTE 4)                         (NOTE 5)
<S>                       <C>          <C>                 <C>          <C>                 <C>
 Service revenues .......  $   1,823      $        --       $  27,129      $        --       $  115,865
Product sales ...........        683               --           2,732               --           13,931
                           ---------      -----------       ---------      -----------       ----------
  Total revenue .........      2,506               --          29,861               --          129,796
                           ---------      -----------       ---------      -----------       ----------
Costs and expenses:
 Cost of service and
  operations ............      4,374               --          10,297               --           80,106
 Cost of products
  sold ..................      1,750               --           8,819               --           33,587
 Selling and
  marketing .............      4,106               --          17,085               --           74,680
 General and
  administrative
  expenses ..............      4,377               --           6,507               --           28,093
 Terminated merger
  and acquisition
  costs .................         --               --              --               --            2,247
 Depreciation and
  amortization ..........      1,433           12,133 (4a)      7,501           19,922 (5a)      86,238
                           ---------      -----------       ---------      -----------       ----------
  Total costs and
  expenses ..............     16,040           12,133          50,209           19,922          304,951
                           ---------      -----------       ---------      -----------       ----------
 Loss from
  operations ............    (13,534)         (12,133)        (20,348)         (19,922)        (175,155)
Interest and other
 income .................        156               --              98               --           14,835
Interest expense ........       (978)            (878)(4b)     (7,060)          (4,948)(5b)     (93,179)
                           ---------      -----------       ---------      -----------       ----------
 Loss before income
  tax benefit and
  extraordinary item.....    (14,356)         (13,011)        (27,310)         (24,870)        (253,499)
Income tax benefit ......         --            8,772 (4a)         --           18,454 (5a)      89,740
                           ---------      -----------       ---------      -----------       ----------
 Loss before
  extraordinary item.....  $ (14,356)     $    (4,239)      $ (27,310)     $    (6,416)      $ (163,759)
                           =========      ===========       =========      ===========       ==========
</TABLE>

                                      133
<PAGE>

                     NOTES TO PRO FORMA CONDENSED COMBINED
                       FINANCIAL STATEMENTS (UNAUDITED)


NOTE 1 -- ADJUSTMENTS FOR ISSUANCE OF 13 5/8% SENIOR NOTES


     Alamosa (Delaware)'s historical financial statements have been adjusted to
illustrate the effects of the planned issuance of the 13 5/8% senior notes in
the amount of $150.0 million.


   (1a)  Approximately $65.8 million of the net proceeds will be used to pay
         down the senior secured credit facility borrowings outstanding as of
         June 30, 2001.


   (1b)  Debt issuance costs, comprised of a 3% commitment fee and
         approximately $4.95 million of other expenses, will be amortized on a
         straight-line basis over the ten-year life of the 13 5/8% senior notes.



   (1c)  The pro forma adjustment reflects an increase in Alamosa (Delaware)'s
         interest expense of $10,692 for the six months ended June 30, 2001 and
         $21,383 for the year ended December 31, 2001 offset by interest
         savings related to the pay down on the senior secured credit facility
         of $3,107 for the six months ended June 30, 2001 and $6,214 for the
         year ended December 31, 2000.


   (1d)  The pro forma tax expense adjustment to Alamosa (Delaware)'s
         historical statement of operations for the six months ended June 30,
         2001 and for the year ended December 31, 2000, represents the expected
         income tax benefit which will be generated based on the issuance of
         the 13 5/8% senior notes.


NOTE 2 -- ALAMOSA PRO FORMA ADJUSTMENTS


     Alamosa (Delaware)'s historical statement of operations has been adjusted
to illustrate the effect of the interest expense related to the January 31,
2001 issuance of the 12 1/2% senior notes in the amount of $250.0 million.
Additionally, the pro forma tax expense adjustment to Alamosa (Delaware)'s
historical statement of operations for the six months ended June 30, 2001 and
for the year ended December 31, 2000, represents the expected income tax
benefit which will be generated based on the issuance of the 13 5/8% senior
notes.


NOTE 3 -- THE ROBERTS MERGER


     Pursuant to the Roberts reorganization agreement, the members of Roberts
formed Roberts Wireless Holdings, L.L.C., which held all of the outstanding
membership interest of Roberts. On February 14, 2001, Roberts Holdings merged
with and into Alamosa Holdings. Each unit of membership interest of Roberts
Holdings was converted into the right to receive (i) 675 shares of Alamosa
Holdings common stock, and (ii) up to $200.00 in cash, without any interest
thereon. The aggregate consideration paid in the Roberts merger was 13.5
million 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 $57.0 million.


     The unaudited pro forma condensed combined statements 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 for the six months ended June 30, 2001 and the year
ended December 31, 2000:


   (3a)  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 and
         has been recorded as compensation expense.


                                      134
<PAGE>

   (3b)  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
         and the intangible asset related to the subscribers is being amortized
         over 3 years. These amounts total $3,559 for the six months ended June
         30, 2001 and $27,047 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.

   (3c)  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 for the six months ended June 30,
         2001 and $2,942 for the year ended December 31, 2000. A 1/8% variance
         in interest rates would increase or decrease interest expense by $14
         for the six months ended June 30, 2001 and $87 for the year ended
         December 31, 2000.


NOTE 4 -- THE WOW MERGER

     Pursuant to the WOW reorganization agreement, the members of WOW formed
WOW Holdings, LLC, which held all of the outstanding membership interest of
WOW. On February 14, 2001, WOW Holdings merged with and into Alamosa Holdings.
Each unit of membership interest of WOW Holdings was converted into the right
to receive (i) 0.19171 shares of Alamosa Holdings common stock, and (ii) $0.396
in cash, without any interest thereon. The aggregate consideration paid in the
WOW merger was approximately 6.05 million 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 for the six months ended June 30, 2001 and the
year ended December 31, 2000:

   (4a)  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
         and the intangible asset related to the subscribers is being amortized
         over 3 years. This amount totals $1,599 for the six months ended June
         30, 2001 and $12,133 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.

   (4b)  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 $24 for the six months ended June 30,
         2001 and $878 for the year ended December 31, 2000. A 1/8% variance in
         interest rates would increase or decrease interest expense by $7 for
         the six months ended June 30, 2001 and $25 for the year ended December
         31, 2000.


NOTE 5 -- THE SOUTHWEST MERGER

     On March 30, 2001 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 approximately 11.1 million shares of Alamosa
Holdings common stock and $5.0 million in cash. Alamosa (Delaware) assumed the
net debt of Southwest which amounted to approximately $81.0 million as of March
30, 2001.


                                      135
<PAGE>

     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 for the six months ended June 30, 2001 and the
year ended December 31, 2000:


   (5a)  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
         and the intangible asset related to the subscribers is being amortized
         over 3 years. This amount totals $4,980 for the six months ended June
         30, 2001 and $19,922 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.


   (5b)  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 $137 for the six months ended June 30,
         2001 and $4,948 for the year ended December 31, 2000. A 1/8% variance
         in interest rates would increase or decrease interest expense by $42
         for the six months ended June 30, 2001 and $146 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.


                                    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.


                                      136




<PAGE>


                          INDEX TO FINANCIAL STATEMENTS



<TABLE>
<S>                                                                                          <C>
ALAMOSA (DELAWARE), INC.
Interim Consolidated Financial Statements
 Consolidated Balance Sheets at June 30, 2001 (unaudited) and December 31, 2000 ..........    F-2
 Consolidated Statement of Operations for the three months and six months ended
   June 30, 2001 and 2000 (unaudited) ....................................................    F-3
 Consolidated Statements of Cash Flows for the six months ended
   June 30, 2001 and 2000 (unaudited) ....................................................    F-4
 Notes to the Consolidated Financial Statements ..........................................    F-5
Consolidated Financial Statements
 Report of Independent Accountants .......................................................    F-14
 Consolidated Balance Sheets .............................................................    F-15
 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-16
 Consolidated Statements of Stockholders' Equity for the period July 16, 1998 (inception)
   through the year ended December 31, 2000 ..............................................    F-17
 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-18
 Notes to Consolidated Financial Statements ..............................................    F-19
 Report of Independent Accountants on Financial Statement Schedule .......................    F-43
 Schedule II .............................................................................    F-44

ROBERTS WIRELESS COMMUNICATIONS, L.L.C.
Independent Auditor's Report .............................................................    F-45
Consolidated Balance Sheets ..............................................................    F-46
Consolidated Statements of Operations for the years ended December 31, 2000 and
 December 31, 1999 .......................................................................    F-47
Consolidated Statements of Members' Equity (Deficit) for the years ended December 31,
 2000 and December 31, 1999 ..............................................................    F-48
Consolidated Statements of Cash Flows for the years ended December 31, 2000 and
 December 31, 1999 .......................................................................    F-49
Consolidated Notes to Financial Statements ...............................................    F-50

WASHINGTON OREGON WIRELESS, LLC
Independent Auditor's Report .............................................................    F-55
Balance Sheets ...........................................................................    F-56
Statements of Income for the years ended December 31, 2000 and December 31, 1999 .........    F-57
Statements of Members' Equity (Deficit) for the years ended December 31, 2000 and
 December 31, 1999 .......................................................................    F-58
Statements of Cash Flows for the years ended December 31, 2000 and December 31, 1999 .....    F-59
Notes to Financial Statements ............................................................    F-61

SWPCS HOLDINGS, L.L.C.
Report of Independent Accountants ........................................................    F-67
Consolidated Balance Sheet ...............................................................    F-68
Consolidated Statement of Operations for the year ended December 31, 2000 ................    F-69
Consolidated Statement of Mandatorily Redeemable Member's Deficit and Members' Deficit
 for the year ended December 31, 2000 ....................................................    F-70
Consolidated Statement of Cash Flows for the year ended December 31, 2000 ................    F-71
Consolidated Notes to Financial Statement ................................................    F-72
</TABLE>




                                       F-1
<PAGE>

                           ALAMOSA (DELAWARE), INC.
                          CONSOLIDATED BALANCE SHEETS
               (dollars in thousands, except share information)




<TABLE>
<CAPTION>
                                                                          JUNE 30, 2001     DECEMBER 31, 2000
                                                                         ---------------   ------------------
                                                                           (UNAUDITED)
<S>                                                                      <C>               <C>
ASSETS
Current assets:
 Cash and cash equivalents ...........................................     $  122,092          $  141,768
 Short-term investments ..............................................             --               1,600
 Accounts receivable, net of allowance for doubtful accounts of $3,801
   and $1,503, respectively...........................................         39,906              14,747
 Inventory ...........................................................          4,425               2,753
 Prepaid expenses and other assets ...................................          4,539               3,027
 Deferred tax asset ..................................................          1,762                  --
 Interest receivable .................................................          1,169               1,046
                                                                           ----------          ----------
   Total current assets ..............................................        173,893             164,941
Property and equipment, net ..........................................        410,432             228,983
Notes receivable .....................................................             --              46,865
Debt issuance costs, net .............................................         27,378              13,108
Restricted cash ......................................................         70,727                  --
Goodwill and intangible assets, net ..................................        856,141                  --
Other noncurrent assets ..............................................          4,117               4,501
                                                                           ----------          ----------
   Total assets ......................................................     $1,542,688          $  458,398
                                                                           ==========          ==========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
 Accounts payable and accrued expenses ...............................     $   78,450          $   61,167
 Accrued interest payable ............................................         15,001                 219
 Current installments of capital leases ..............................            138                  36
                                                                           ----------          ----------
   Total current liabilities .........................................         93,589              61,422
12 7/8% senior discount notes ........................................        222,807             209,280
12 1/2% senior notes .................................................        250,000                  --
Senior secured credit facility .......................................        203,000                  --
EDC credit facility ..................................................             --              54,524
Deferred tax liability ...............................................        153,294                  --
Capital lease obligations, noncurrent ................................          1,506               1,039
Other noncurrent liabilities .........................................          3,040                 735
                                                                           ----------          ----------
   Total liabilities .................................................        927,236             327,000
                                                                           ----------          ----------
Commitments and contingencies ........................................             --                  --
Stockholder's equity:
 Preferred stock, $.01 par value, 1,000 shares authorized; no shares
   issued ............................................................             --                  --
 Common stock, $.01 value; 9,000 shares authorized, 100 issued and
   outstanding .......................................................             --                  --
 Additional paid-in capital ..........................................        791,932             246,459
 Accumulated deficit .................................................       (175,716)           (113,948)
 Accumulated other comprehensive income, net of tax ..................            166                  --
 Unearned compensation ...............................................           (930)             (1,113)
                                                                           ----------          ----------
   Total stockholder's equity ........................................        615,452             131,398
                                                                           ----------          ----------
   Total liabilities and stockholder's equity ........................     $1,542,688          $  458,398
                                                                           ==========          ==========
</TABLE>

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

                                       F-2
<PAGE>

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




<TABLE>
<CAPTION>
                                             FOR THE THREE MONTHS ENDED     FOR THE SIX MONTHS ENDED
                                                       JUNE 30                      JUNE 30,
                                             ---------------------------   ---------------------------
                                                 2001           2000           2001           2000
                                             ------------   ------------   ------------   ------------
<S>                                          <C>            <C>            <C>            <C>
Revenues:
 Subscriber revenues .....................    $  53,305      $  11,734      $  83,813      $  19,514
 Roaming and travel revenues .............       24,198          3,630         35,609          6,147
                                              ---------      ---------      ---------      ---------
   Total service revenues ................       77,503         15,364        119,422         25,661
 Product sales ...........................        6,032          2,189          9,947          3,772
                                              ---------      ---------      ---------      ---------
   Total revenue .........................       83,535         17,553        129,369         29,433
                                              ---------      ---------      ---------      ---------

Costs and expenses:
 Cost of service and operations
   (including non-cash compensation
   of $0 and $159 for the three months
   ended June 30, 2001 and 2000,
   respectively, and $0 and $615 for
   the six months ended June 30, 2001
   and 2000, respectively) ...............       53,933         11,208         86,202         19,066
 Cost of product sold ....................       10,526          3,705         18,559          7,032
 Selling and marketing ...................       24,794          8,058         43,276         14,709
 General and administrative expenses
   (including non-cash compensation
   of $0 and $762 for the three months
   ended June 30, 2001 and 2000,
   respectively, and $183 and $4,279
   for the six months ended June 30,
   2001 and 2000, respectively) ..........        3,351          2,835          7,257          7,736
 Depreciation and amortization ...........       25,235          2,491         37,171          4,748
                                              ---------      ---------      ---------      ---------
   Total costs and expenses ..............      117,839         28,297        192,465         53,291
                                              ---------      ---------      ---------      ---------
   Loss from operations ..................      (34,304)       (10,744)       (63,096)       (23,858)
 Interest and other income ...............        2,467          4,408          8,188          6,722
 Interest expense ........................      (19,947)        (6,572)       (34,663)       (11,352)
                                              ---------      ---------      ---------      ---------
   Net loss before income tax benefit
    and extraordinary item ...............      (51,784)       (12,908)       (89,571)       (28,488)
 Income tax benefit ......................       17,448             --         31,306             --
                                              ---------      ---------      ---------      ---------
   Net loss before extraordinary item.....      (34,336)       (12,908)       (58,265)       (28,488)
 Loss on debt extinguishment, net of
   tax benefit of $1,969..................           --             --         (3,503)            --
                                              ---------      ---------      ---------      ---------
   Net loss ..............................    $ (34,336)     $ (12,908)     $ (61,768)     $ (28,488)
                                              =========      =========      =========      =========
</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)
                             (DOLLARS IN THOUSANDS)



<TABLE>
<CAPTION>
                                                                                  SIX MONTHS ENDED JUNE 30,
                                                                                -----------------------------
                                                                                     2001            2000
                                                                                -------------   -------------
<S>                                                                             <C>             <C>
Cash flows from operating activities:
Net loss ....................................................................    $  (61,768)      $ (28,488)
Adjustments to reconcile net loss to net cash used in operating activities:
 Income tax benefit .........................................................       (33,275)             --
 Non-cash compensation expense ..............................................           183           4,894
 Depreciation and amortization ..............................................        17,971           4,748
 Amortization of goodwill ...................................................        19,200              --
 Bad debt expense ...........................................................           713             514
 Amortization of debt issuance costs ........................................         1,163             653
 Deferred interest expense ..................................................        13,527          10,346
 Loss on debt extinguishment ................................................         5,472              --
 Loss from disposition of interest rate cap agreements ......................            --             266
 Loss from disposition of assets ............................................            39              54
 (Increase) decrease in asset accounts, net of effects from acquisitions ....
   Accounts receivable ......................................................       (15,995)           (158)
   Inventory ................................................................         1,652           3,626
   Prepaid expenses and other assets ........................................          (131)           (116)
 Increase (decrease) in liability accounts, net of effects from acquisitions:
   Accounts payable and accrued expenses ....................................        (9,165)            891
                                                                                 ----------       ---------
   Net cash used in operating activities ....................................       (60,414)         (2,770)
                                                                                 ----------       ---------
Cash flows from investing activities:
 Additions to property and equipment ........................................       (72,852)        (44,049)
 Repayment of notes receivable ..............................................        11,860             100
 Cash paid for business acquisitions ........................................       (37,617)             --
 Sale (purchase) of short term investments ..................................         1,600         (21,841)
                                                                                 ----------       ---------
   Net cash used in investing activities ....................................       (97,009)        (65,790)
                                                                                 ----------       ---------
Cash flows from financing activities:
 Equity offering proceeds ...................................................            --         208,589
 Equity offering costs ......................................................            --         (13,599)
 Issuance of 12 7/8% senior discount notes ..................................            --         187,096
 Issuance of 12 1/2% senior notes ...........................................       242,500              --
 Issuance of senior secured credit facility .................................       203,000              --
 Repayment of debt assumed through acquisitions .............................      (169,060)             --
 Debt issuance costs ........................................................       (13,404)        (10,763)
 Stock options exercised ....................................................             4             619
 Proceeds from issuance of long-term debt ...................................            --           7,758
 Repayments of long-term debt ...............................................       (54,524)        (76,239)
 Change in restricted cash ..................................................       (70,727)            518
 Payments on capital leases .................................................           (42)            (10)
 Interest rate cap premiums .................................................            --             (27)
                                                                                 ----------       ---------
   Net cash provided by financing activities ................................       137,747         303,942
                                                                                 ----------       ---------
Net increase (decrease) in cash and cash equivalents ........................       (19,676)        235,382
Cash and cash equivalents at beginning of period ............................       141,768           5,656
                                                                                 ----------       ---------
Cash and cash equivalents at end of period ..................................    $  122,092       $ 241,038
                                                                                 ==========       =========
</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 June 30, 2001, the unaudited
consolidated statements of operations for the three and six months ended June
30, 2001 and 2000, the unaudited consolidated statements of cash flows for the
six months ended June 30, 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 six months ended June 30, 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. ("Alamosa Holdings"). Alamosa
Holdings 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, Alamosa Holdings 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 Alamosa
Holdings was merged with and into Alamosa PCS Holdings. As a result of this
reorganization, Alamosa PCS Holdings became a wholly owned subsidiary of Alamosa
Holdings, and each share of Alamosa PCS Holdings common stock was converted into
one share of Alamosa Holdings common stock. On that day the Company also
completed its acquisitions of two Sprint PCS affiliates. The Company acquired
Roberts Wireless Communications, L.L.C. ("Roberts") and Washington Oregon
Wireless, LLC ("WOW"). On March 30, 2001, the Company acquired Southwest PCS
Holdings, Inc. ("Southwest").


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


                                       F-5
<PAGE>

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

by Alamosa PCS Holdings. However, Alamosa (Delaware) remains the issuer of the
2000 Senior Discount Notes. On July 5, 2001 the Alamosa (Delaware) charter was
amended to reduce the number of authorized common shares from 9,000 to 1,000 and
to eliminate the preferred stock.


4.  NOTES RECEIVABLE

     ROBERTS -- On July 31, 2000, Alamosa Holdings' 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.

     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.


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, Alamosa Holdings completed the
acquisitions of three Sprint PCS network partners. On February 14, 2001, Alamosa
Holdings completed its acquisition of Roberts and WOW. In connection with the
Roberts and WOW acquisitions, Alamosa Holdings entered into a new senior secured
credit facility for up to $280 million. On March 30, 2001, Alamosa Holdings
completed its acquisition of Southwest. In connection with the Southwest
acquisition, Alamosa Holdings 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 Alamosa Holdings and approximately $4.0 million in
cash. Alamosa Holdings 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 Alamosa Holdings and approximately $12.5 million in cash.
Alamosa Holdings 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 Alamosa Holdings and approximately $5.0 million in
cash. Alamosa Holdings also assumed the net debt of Southwest in the
transaction, which amounted to approximately $81 million as of March 30, 2001.

     The Company has obtained preliminary independent valuations of Roberts and
WOW to allocate the purchase price and is in the process of obtaining an
independent valuation of Southwest. The results of the preliminary valuations
are as follows (in thousands):

  Current assets .............................................    $ 15,357
  Property, plant and equipment ..............................     129,154
  Goodwill ...................................................     127,440
  Sprint affiliation and other agreements ....................     525,488
  Subscriber base acquired ...................................      37,700
                                                                  --------
  Net book value of assets acquired, including intangibles ...    $835,139
                                                                  ========

                                       F-6
<PAGE>

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

     As a result of the acquisitions, the Company recorded goodwill and
intangibles of $875.3 million. This amount includes a deferred tax liability of
$184.7 million which was recorded for the differences between the estimated fair
value and tax bases of the assets acquired and liabilities assumed.
Additionally, this amount includes $37.7 million which is attributable to the
subscribers acquired with the mergers. The subscriber base will be amortized
over 3 years, which approximates the average life of the Company's customer and
the remaining goodwill and other intangibles 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 and six months ended June 30, 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>
                                                                         FOR THE SIX MONTHS ENDED
                                                                                 JUNE 30,
                                                                      ------------------------------
                                                                           2001             2000
                                                                      --------------   -------------
                                                                              (IN THOUSANDS)
<S>                                                                   <C>              <C>
Total revenues ....................................................     $  148,292       $  43,767
                                                                        ==========       =========
Net loss before income tax benefit and extraordinary item .........     $ (113,306)      $ (80,830)
Income tax benefit ................................................         39,123          20,643
                                                                        ----------       ---------
Net loss before extraordinary item ................................        (74,183)        (60,187)
Loss on debt extinguishment, net of tax benefit of $1,969..........         (3,503)             --
                                                                        ----------       ---------
Net loss ..........................................................     $  (77,686)      $ (60,187)
                                                                        ==========       =========
</TABLE>

6. ACCUMULATED DEPRECIATION AND AMORTIZATION

     Property and equipment are stated net of accumulated depreciation of $33.4
million and $15.6 million at June 30, 2001 and December 31, 2000, respectively.
Additionally, goodwill and other intangibles are stated net of accumulated
amortization of $19.2 million and $0 million at June 30, 2001 and December 31,
2000, respectively.


7. LONG-TERM DEBT

     Long-term debt consists of the following (in thousands):




<TABLE>
<CAPTION>
                                                           JUNE 30, 2001     DECEMBER 31, 2000
                                                          ---------------   ------------------
<S>                                                       <C>               <C>
12 7/8% senior discount notes .........................       $222,807           $209,280
12 1/2% senior notes ..................................        250,000                 --
Senior secured credit facility ........................        203,000                 --
EDC credit facility ...................................             --             54,524
                                                              --------           --------
 Total debt ...........................................        675,807            263,804
Less current maturities ...............................             --                 --
                                                              --------           --------
Long-term debt, excluding current maturities ..........       $675,807           $263,804
                                                              ========           ========
</TABLE>

12 7/8% SENIOR DISCOUNT NOTES

     On December 23, 1999, Alamosa (Delaware) Inc. filed a registration
statement with the Securities and Exchange Commission for the issuance of $350
million face amount of senior discount notes (the "12 7/8% Notes Offering"). The
12 7/8% Notes Offering was completed on February 8, 2000 and generated net
proceeds of approximately $181 million after underwriters' commissions and
expenses of approximately


                                       F-7
<PAGE>

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

$6.1 million. The 12 7/8% 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 12 7/8% Senior Discount 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 12 7/8% Senior
Discount Notes Offering were 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.


12 1/2% SENIOR NOTES

     On January 31, 2001, Alamosa (Delaware) consummated the offering (the
"12 1/2% Notes Offering") of $250 million aggregate principal amount of senior
notes (the "12 1/2% Senior Notes"). The 12 1/2% 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 12 1/2% Senior Notes were approximately $241 million, after
deducting the discounts and commissions to the initial purchasers and estimated
offering expenses.

     Approximately $59 million of the proceeds of the 12 1/2% 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 12 1/2% Senior Notes and the 12 7/8% 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.


SENIOR SECURED CREDIT FACILITY

     On February 14, 2001, Alamosa Holdings, Alamosa (Delaware) and Alamosa
Holdings, LLC, as borrower; entered into a $280 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.

     As of June 30, 2001, Alamosa Holdings, LLC borrowed $203 million under the
new term loan facility while an additional $130 million in term debt will be
available for multiple drawings in amounts to be agreed for a period of 12
months thereafter.


DEBT COVENANT WAIVER

     As of March 31, 2001, we did not meet the maximum negative EBITDA covenant
under the 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.

     On May 8, 2001, we obtained a waiver of any default or event of default
arising from the failure to comply with the maximum negative EBITDA covenant for
the quarter ended March 31, 2001 from the lending institutions under the Senior
Secured Credit Facility.

     The Company met its negative EBITDA covenant for the quarter ended June 30,
2001, and we believe that the EBITDA covenants will be met for the next twelve
months. Our EBITDA is directly impacted by the up front selling and marketing
expenses we incur in order to grow our subscriber base. As such, greater than
expected subscriber growth may impact our EBITDA negatively.

     See Note 12, Subsequent Events for additional information on the
restructuring of the Senior Secured Credit Facility and the resetting of the
related financial covenants.


                                       F-8
<PAGE>

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

NORTEL/EDC CREDIT FACILITY

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


8. INCOME TAXES

     The income tax benefit represents the anticipated recognition of the
Company's deductible net operating loss carry forwards. This benefit is being
recognized based on an assessment of the combined 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

     The Company adopted Statement of Financial Accounting Standards ("SFAS")
No. 133, "Accounting for Derivatives and Hedging Activities" on January 1, 2001.
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. During the quarter ended June 30, 2001, the Company
recorded approximately $388 in "other noncurrent assets" and $128 in "other
noncurrent liabilities" representing the change in the fair market value of the
interest rate hedge instruments that expire in 2004. In addition, the Company
recognized $166 net of tax effect, in other comprehensive income, which appears
as a separate component of Stockholder's Equity as "Accumulated other
comprehensive income", as illustrated below:




<TABLE>
<CAPTION>
                                                                            SIX MONTHS ENDED JUNE 30,
                                                                          -----------------------------
                                                                               2001            2000
                                                                          -------------   -------------
<S>                                                                       <C>             <C>
Net loss ..............................................................     $ (61,768)      $ (28,488)
Change in fair value of derivatives (net of tax effect of $93).........           166              --
                                                                            ---------       ---------
Comprehensive loss ....................................................     $ (61,602)      $ (28,488)
                                                                            =========       =========
</TABLE>

10. SUPPLEMENTAL DISCLOSURE TO STATEMENTS OF CASH FLOW

     Accounts payable at June 30, 2001 and 2000 include $26,269 and $27,356,
respectively, of property and equipment additions. Additions to property and
equipment of $72,852 in the consolidated statements of cash flows for the six
months ended June 30, 2001 include payments of accounts payable outstanding at
December 31, 2000.


11. EFFECT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     In July 2001, the FASB issued SFAS No. 141, "Business Combinations" and
SFAS No. 142, "Goodwill and Other Intangible Assets." The provisions of SFAS No.
141 will apply to all business combinations initiated after June 30, 2001, and
will also apply to all business combinations accounted for by the purchase
method that are completed after June 30, 2001. SFAS No. 142 should be applied in
fiscal years beginning after December 15, 2001 to all goodwill and other
intangible assets recognized in an entity's statement of financial position at
that date, regardless of when those assets were initially recognized. Certain
provisions of SFAS No. 142 will be effective for business combinations completed
after June 30, 2001. The Company is in the process of evaluating the effect of
the adoption of these pronouncements.


                                       F-9
<PAGE>

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

12. SUBSEQUENT EVENTS


     The Senior Secured Credit Facility was amended on July 19, 2001 to extend
the period prior to which Alamosa Holdings, LLC can borrow $50.0 million of term
loans from August 14, 2001 to December 31, 2001.


     On August 7, 2001, the Company announced that it will issue $150 million
face amount of senior notes (the "13 5/8% Senior Notes"). The 13 5/8% Senior
Notes will mature in ten years (August 15, 2011), will carry a coupon rate of
13 5/8% payable semiannually on February 15 and August 15, beginning on
February 15, 2002. The net proceeds from the sale of the 13 5/8% Senior Notes
will be approximately $140.5 million, after deducting the discounts and
commissions to the initial purchaers and estimated offering expenses.


     Approximately $39 million of the proceeds of the 13 5/8% Notes Offering
will be 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 13 5/8% Senior Notes, the 12 1/2% Senior Notes and the
12 7/8% Senior Discount Notes. The balance will be used to pay down a portion of
the Senior Secured Credit Facility and for general corporate purposes.


     The Senior Secured Credit Facility will be amended simultaneously with the
closing of the offering of the 13 5/8% Senior Notes to, among other things,
reduce the amount of the Senior Secured Credit Facility from $333.0 million to
$225.0 million and modify the financial covenants.


13. 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
12 7/8% Senior Discount Notes and the 12 1/2% Senior Notes. Separate financial
statements of each guarantor subsidiary have not been provided because the
guarantees are full and conditional and joint and several.


                                      F-10
<PAGE>

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

                           CONSOLIDATING BALANCE SHEET
                               AS OF JUNE 30, 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 .......................   $    3,825     $  103,454      $ 14,813      $         --    $  122,092
 Accounts receivable, net of allowance ...........           --         39,906            --                --        39,906
 Intercompany receivable .........................        9,127          5,562            --           (14,689)           --
 Inventory .......................................           --          4,425            --                --         4,425
 Investment in subsidiary ........................    1,015,248             --            --        (1,015,248)           --
 Deferred tax asset ..............................           --          1,762            --                --         1,762
 Prepaid expenses and other assets ...............        1,283          4,425            --                --         5,708
                                                     ----------     ----------      --------      ------------    ----------
  Total current assets ...........................    1,029,483        159,534        14,813        (1,029,937)      173,893
Property and equipment, net ......................           --        410,432            --                --       410,432
Restricted cash ..................................       59,069         11,658            --                --        70,727
Notes receivable .................................           --         35,005            --           (35,005)           --
Debt issuance costs, net .........................       13,975         13,403            --                --        27,378
Goodwill and intangible asset ....................           --        856,141            --                --       856,141
Other non-current assets .........................           --          4,117            --                --         4,117
                                                     ----------     ----------      --------      ------------    ----------
  Total assets ...................................   $1,102,527     $1,490,290      $ 14,813      $ (1,064,942)   $1,542,688
                                                     ==========     ==========      ========      ============    ==========
LIABILITIES AND STOCKHOLDER'S
 EQUITY
Current Liabilities:
 Accounts payable and accrued expenses ...........   $    1,160     $   77,290      $     --      $         --    $   78,450
 Accrued interest payable ........................       13,108          1,893            --                --        15,001
 Intercompany payable ............................           --             --        14,689           (14,689)           --
 Current installments on capital lease
  obligations ....................................           --            138            --                --           138
                                                     ----------     ----------      --------      ------------    ----------
  Total current liabilities ......................       14,268         79,321        14,689           (14,689)       93,589
Notes payable ....................................           --         35,005            --           (35,005)           --
12 7/8% senior discount notes ....................      222,807             --            --                --       222,807
12 1/2% senior notes .............................      250,000             --            --                --       250,000
Senior secured credit facility ...................           --        203,000            --                --       203,000
Deferred tax liability ...........................           --        153,294            --                --       153,294
Capital lease obligations ........................           --          1,506            --                --         1,506
Other noncurrent liabilities .....................           --          3,040            --                --         3,040
                                                     ----------     ----------      --------      ------------    ----------
  Total liabilities ..............................      487,075        475,166        14,689           (49,694)      927,236
                                                     ----------     ----------      --------      ------------    ----------
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 .........           --            485            --              (485)           --
 Additional paid-in capital ......................      791,932      1,153,324        (4,000)       (1,149,324)      791,932
 Accumulated (deficit) earnings ..................     (175,716)      (137,921)        4,124           133,797      (175,716)
 Accumulated other comprehensive income,
  net of tax .....................................          166            166            --              (166)          166
 Unearned compensation ...........................         (930)          (930)           --               930          (930)
                                                     ----------     ----------      --------      ------------    ----------
  Total equity ...................................      615,452      1,015,124           124        (1,015,248)      615,452
                                                     ----------     ----------      --------      ------------    ----------
  Total liabilities and stockholder's equity .....   $1,102,527     $1,490,290      $ 14,813      $ (1,064,942)   $1,542,688
                                                     ==========     ==========      ========      ============    ==========
</TABLE>



                                      F-11
<PAGE>

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

                      CONSOLIDATING STATEMENT OF OPERATIONS
                     FOR THE SIX MONTHS ENDED JUNE 30, 2001
                            (UNAUDITED, IN THOUSANDS)




<TABLE>
<CAPTION>
                                                                GUARANTOR    NON-GUARANTOR
                                                   ISSUER     SUBSIDIARIES    SUBSIDIARY    ELIMINATIONS   CONSOLIDATED
                                                ------------ -------------- -------------- -------------- -------------
<S>                                             <C>          <C>            <C>            <C>            <C>
Revenues:
 Subscriber revenues ..........................  $      --     $  83,813        $   --         $    --      $  83,813
 Travel and roaming revenues ..................         --        35,609            --              --         35,609
                                                 ---------     ---------        ------         -------      ---------
  Total services revenues .....................         --       119,422            --              --        119,422
 Product sales ................................         --         9,947            --              --          9,947
                                                 ---------     ---------        ------         -------      ---------
  Total revenue ...............................         --       129,369            --              --        129,369
Cost of services and operations ...............         --        86,202            --              --         86,202
Cost of products sold .........................         --        18,559            --              --         18,559
Selling and marketing .........................         --        43,276            --              --         43,276
General and administrative (including $183
 non-cash compensation) .......................        485         6,760            12              --          7,257
Depreciation and amortization .................         --        37,171            --              --         37,171
                                                 ---------     ---------        ------         -------      ---------
 Loss from operations .........................       (485)      (62,599)          (12)             --        (63,096)
Equity in loss of subsidiaries ................    (37,214)           --            --          37,214             --
Interest and other income .....................      2,162         3,795         2,231              --          8,188
Interest expense ..............................    (26,231)       (8,432)           --              --        (34,663)
                                                 ---------     ---------        ------         -------      ---------
Net loss before income tax benefit and
 extraordinary item ...........................    (61,768)      (67,236)        2,219          37,214        (89,571)
Income tax benefit ............................         --        31,306            --              --         31,306
                                                 ---------     ---------        ------         -------      ---------
Net loss before extraordinary item ............    (61,768)      (35,930)        2,219          37,214        (58,265)
Loss on debt extinguishment, net of tax benefit
 of $1,969.....................................         --        (3,503)           --              --         (3,503)
                                                 ---------     ---------        ------         -------      ---------
Net loss ......................................  $ (61,768)    $ (39,433)       $2,219         $37,214      $ (61,768)
                                                 =========     =========        ======         =======      =========
</TABLE>



                                      F-12
<PAGE>

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

                      CONSOLIDATING STATEMENT OF CASH FLOWS
                     FOR THE SIX MONTHS ENDED JUNE 30, 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) ..............................  $  (61,768)    $  (39,433)     $  2,219      $   37,214    $  (61,768)
Adjustments to reconcile net loss to net
 cash used in operating activities:
 Equity in loss of subsidiaries ................      37,214             --            --         (37,214)           --
 Income tax benefit ............................          --        (33,275)           --              --       (33,275)
 Non-cash compensation expense .................         183             --            --              --           183
 Depreciation and amortization .................          --         17,971            --              --        17,971
 Amortization of goodwill ......................          --         19,200            --              --        19,200
 Bad debt expense ..............................          --            713            --              --           713
 Amortization of debt issuance costs ...........         578            585            --              --         1,163
 Deferred interest expense .....................      13,527             --            --              --        13,527
 Loss on debt extinguishment ...................          --          5,472            --              --         5,472
 Loss from disposition of assets ...............          --             39            --              --            39
 (Increase) decrease in asset accounts, net
  of effects from acquisitions:
  Accounts receivable ..........................          --        (16,895)          900              --       (15,995)
  Inventory ....................................          --          1,652            --              --         1,652
  Prepaid expense and other assets .............       2,052         (3,229)        1,046              --          (131)
 Increase (decrease) in liability accounts,
  net of effects from acquisitions:
  Accounts payable and accrued
   expenses ....................................      13,704        (22,830)          (39)             --        (9,165)
                                                  ----------     ----------      --------      ----------    ----------
   Net cash provided by (used in)
     operating activities ......................       5,490        (70,030)        4,126              --       (60,414)
                                                  ----------     ----------      --------      ----------    ----------

Cash flows from investing activities:
 Additions to property and equipment ...........          --        (72,852)           --              --       (72,852)
 Intercompany receivable .......................       3,106         (1,222)       (1,884)             --            --
 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             --            --              --         1,600
                                                  ----------     ----------      --------      ----------    ----------
   Net cash provided by (used in)
     investing activities ......................    (298,254)       195,269         5,976              --       (97,009)
                                                  ----------     ----------      --------      ----------    ----------
Cash flows from financing activities:
 Issuance of 12 1/2% senior 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 ............................        (845)       (12,559)           --              --       (13,404)
 Repayment of long-term debt ...................          --        (54,524)           --              --       (54,524)
 Change in restricted cash .....................     (59,069)       (11,658)           --              --       (70,727)
 Exercise of stock options .....................          --              4            --              --             4
 Payments on capital leases ....................          --            (42)           --              --           (42)
                                                  ----------     ----------      --------      ----------    ----------
   Net cash provided by (used in)
     financing activities ......................     182,586        (44,839)           --              --       137,747
                                                  ----------     ----------      --------      ----------    ----------
   Net increase (decrease) in cash and
     cash equivalents ..........................    (110,178)        80,400        10,102              --       (19,676)
Cash and cash equivalents at beginning of
 period ........................................     114,003         23,054         4,711              --       141,768
                                                  ----------     ----------      --------      ----------    ----------
Cash and cash equivalents at end of period......  $    3,825     $  103,454      $ 14,813      $       --    $  122,092
                                                  ==========     ==========      ========      ==========    ==========
</TABLE>

                                      F-13
<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-14
<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-15
<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-16
<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-17
<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-18
<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-19
<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:

            Buildings ..............................   20 years
            Network equipment ......................   5-10 years
            Vehicles ...............................   5 years
            Furniture and office equipment .........   5-7 years


                                      F-20
<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-21
<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-22
<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-23
<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-24
<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-25
<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-26
<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-27
<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-28
<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-29
<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-30
<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-31
<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:


<PAGE>


<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-32
<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-33
<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-34
<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-35
<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 to net cash
 used in operating activities:
 Equity in loss of subsidiaries .................      62,823             --           --          (62,823)           --
 Non-cash compensation expense ..................         410          5,241           --               --         5,651
 Depreciation and amortization ..................          --         12,530           --               --        12,530
 Bad debt expense ...............................          --          1,107           --               --         1,107
 Amortization of debt issuance costs ............         373          1,024           --               --         1,397
 Deferred interest expense ......................      22,184            868           --               --        23,052
 Loss from disposition of interest rate cap
   agreements ...................................          --            266           --               --           266
 Loss from asset disposition ....................          --             81           --               --            81
 (Increase) decrease in asset accounts:
   Accounts receivable ..........................          --        (13,278)        (900)              --       (14,178)
   Inventory ....................................          --          3,025           --               --         3,025
   Prepaid expense and other assets .............        (179)        (3,071)      (1,046)              --        (4,296)
 Increase (decrease) in liability accounts:
   Accounts payable and accrued expenses.........         564         21,732           39               --        22,335
                                                   ----------     ----------     ---------      ----------    ----------
   Net cash provided by (used in) operating
    activities ..................................       5,987        (35,204)            (1)            --       (29,218)
                                                   ----------     ----------     -----------    ----------    ----------
Cash flows from investing activities:
 Additions to property and equipment ............          --       (136,904)          --               --      (136,904)
 Intercompany receivable ........................     (47,239)        (4,338)          --           51,577            --
 Intercompany payable ...........................          --             --       51,577          (51,577)           --
 Equity investment in subsidiary ................    (215,000)            --           --          215,000            --
 Equity investment from parent ..................          --        215,000           --         (215,000)           --
 Repayment (issuance) of notes receivable .......          --            100      (46,865)              --       (46,765)
 Acquisition related costs ......................      (3,156)            --           --               --        (3,156)
 Purchase of short term investments .............      (1,600)            --           --               --        (1,600)
 Purchase of minority interest in subsidiary.....          --           (255)          --               --          (255)
 Change in restricted cash ......................          --            518           --               --           518
                                                   ----------     ----------     ----------     ----------    ----------
   Net cash provided by (used in) investing
    activities ..................................    (266,995)        74,121        4,712               --      (188,162)
                                                   ----------     ----------     ----------     ----------    ----------
Cash flows from financing activities:
 Equity offering proceeds .......................     208,589             --           --               --       208,589
 Equity offering costs ..........................     (14,802)         1,203           --               --       (13,599)
 Issuance of Senior Discount Notes ..............     187,096             --           --               --       187,096
 Debt issuance cost .............................      (6,581)        (4,182)          --               --       (10,763)
 Stock options exercised ........................         709             --           --               --           709
 Proceeds from issuance of long-term debt .......          --         57,758           --               --        57,758
 Repayments of long-term debt ...................          --        (76,239)          --               --       (76,239)
 Payments on capital leases .....................          --            (31)          --               --           (31)
 Interest rate cap premiums .....................          --            (27)          --               --           (27)
                                                   ----------     ----------     ----------     ----------    ----------
   Net cash provided by financing activities.....     375,011        (21,518)          --               --       353,493
                                                   ----------     ----------     ----------     ----------    ----------
   Net increase in cash and cash
    equivalents .................................     114,003         17,399        4,711               --       136,113
Cash and cash equivalents at beginning of
 period .........................................          --          5,655           --               --         5,655
                                                   ----------     ----------     ----------     ----------    ----------
Cash and cash equivalents at end of period ......  $  114,003     $   23,054     $  4,711       $       --    $  141,768
                                                   ==========     ==========     ==========     ==========    ==========
</TABLE>

                                      F-36
<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-37
<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-38
<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-39
<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-40
<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-41
<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-42
<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, of
Almosa (Delaware), Inc. also included an audit of the financial statement
schedule included in the accompanying Schedule II. 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-43
<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-44
<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-45
<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-46
<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-47
<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-48
<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-49
<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:



     Buildings .......................   39 years
     Furniture and Fixtures ..........   5-7 years
     Communication Equipment .........   5-15 years
     Vehicles ........................   5 years



                                      F-50
<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


  Note Payable -- Alamosa            $ 37,000,000
  Origination Date:                 July 31, 2000
  Collateral:                 Membership Interest
  Maturity Date:                At merger closing
  Interest Rate:                              9.5%
  Balance December 31, 2000          $ 37,000,000
  Bank Overdraft                          320,272
                                     ------------
                                     $ 37,320,272
                                     ============

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


4. LONG TERM DEBT


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

     The Company entered into a credit agreement with Lucent. The financing
terms permit the Company to borrow $56 million through three commitment tranches
to finance the costs of equipment and services purchased from Lucent. In
exchange for Lucent base stations purchased by the Company in connection with
the swap-out of 23 Nortel base stations, Lucent agreed to give the Company
credits amounting to


                                      F-51
<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>
<S>                             <C>
  Year                               Amount
  ----                               ------
  2001 ......................    $          0
  2002 ......................               0
  2003 ......................       5,002,288
  2004 ......................       5,002,288
  2005 ......................       5,002,288
  Thereafter ................      40,993,136
                                 ------------
                                 $ 56,000,000
                                 ============
</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-52
<PAGE>

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


<TABLE>
<S>                             <C>
  Year                              Amount
  ----                              ------
  2001 ......................    $  1,236,000
  2002 ......................       1,273,080
  2003 ......................       1,311,272
  2004 ......................       1,350,611
  2005 ......................       1,391,129
  Thereafter ................       5,994,564
                                 ------------
                                 $ 12,556,656
                                 ============
</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-53
<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-54
<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-55
<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-56
<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-57
<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-58
<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-59
<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-60
<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-61
<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-62
<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-63
<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-64
<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-65
<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-66
<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.

PricewaterhouseCoopers

Dallas, Texas
April 27, 2001




                                      F-67
<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-68
<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-69
<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-70
<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-71
<PAGE>

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



1. ORGANIZATION AND BUSINESS OPERATIONS

     On June 4, 1998 Southwest PCS, L.L.C., Central Cellular, Inc. ("Central")
and Pioneer Telecommunications, Inc. ("Pioneer") (collectively, the "Initial
Members") formed Southwest PCS, LP, (the "Partnership"). In July 1998, the
Partnership entered into a Management Agreement with Sprint Spectrum, L.P. and
Sprint COM, Inc. (collectively "Sprint") (the "Sprint Agreement"). Under the
Sprint Agreement, the Partnership will design, construct, and manage wireless
personal communication services, commonly referred to as PCS, in parts of
Oklahoma, Kansas, Arkansas and Texas. The Partnership is required to build out
its wireless network according to Sprint specifications. Under the Sprint
Agreement, the Partnership uses Sprint's licensed spectrum, the Sprint PCS brand
name and Sprint's national advertising. In return, the Partnership pays Sprint
8% of subscriber revenues. In addition, Sprint provides, for a fee, back office
support, billing and collection, customer activation, and customer service. The
Sprint Agreement has an initial 20-year term and has three 10 year renewal
options. Upon termination of the Sprint Agreement, the Partnership will either
sell its operations to Sprint or purchase up to 10 megahertz of spectrum from
Sprint. The Sprint Agreement includes indemnification clauses between the
Partnership and Sprint PCS to indemnify each other against claims arising from
violations of laws or the affiliation agreements, other than liabilities
resulting from negligence or willful negligence or willful misconduct of the
party seeking to be indemnified.

     On April 30, 1999 the Initial Members of the Partnership changed the
Partnership structure and formed SWPCS Holdings, L.L.C. (the "Company") an
Oklahoma limited liability company, SWGP, L.L.C. ("SWGP") and SWLP, L.L.C.
("SWLP"). Further on April 30, 1999, Southwest PCS, L.L.C. contributed 100% of
its 70% general partner interest in the Partnership to SWGP in return for a 100%
ownership interest in SWGP. Also on April 30, 1999, Central and Pioneer each
contributed 100% of their respective 15% limited partnership interests in the
Partnership to SWLP in exchange for 50% interests in SWLP. Subsequent to these
contribution transactions, SWGP became the general partner of the Partnership
and SWLP became the limited partner of the Partnership owning 70% and 30% of the
Partnership, respectively.

     After the contribution of its general partner interest in the Partnership
to SWGP, Southwest PCS, L.L.C. contributed its 100% ownership interest in SWGP
to the Company and Central and Pioneer contributed their respective 50%,
ownership interest in SWLP to the Company.

     Simultaneously, Mass Mutual Life Insurance Company and Mass Mutual High
Yield Partners II L.L.C. (collectively "Mass Mutual") contributed $8,000,000 and
$4,000,000, respectively to the Company. Based on these contribution
transactions, the ownership interests in the Company at April 30, 1999 and
December 31, 2000 is as follows:


       Southwest PCS, L.L.C., managing member interest .........       42.00%
       Mass Mutual Life Insurance Company ......................       26.67%
       Mass Mutual High Yield Partners II L.L.C. ...............       13.33%
       Central .................................................        9.00%
       Pioneer .................................................        9.00%

     The Regulations of the Company, as amended, (the "Regulations") provide for
the governance and administration of the Company's business, allocation of
profits and losses, tax allocations, transactions with members, disposition of
ownership interest and other matters. The Regulations establish two classes of
membership interests. The above mentioned members' ownership interests are
evidenced by Class A Shares. Class A shareholders are entitled to vote on all
matters to be voted on by the members. The Company's Regulations also allow for
Class B shareholders. Class B shareholders are allowed limited voting rights,
including the right to vote on amendments to the Regulations which adversely
affect the


                                      F-72
<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-73
<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-74
<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:



                                                  ESTIMATED
                                                  USEFUL LIVE          2000
                                                ---------------   --------------
     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
                                                                   ============

     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-75
<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-76
<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-77
<PAGE>

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


<TABLE>
<CAPTION>
YEARS ENDING DECEMBER 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-78
<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-79
<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-80
<PAGE>

================================================================================
                                TABLE OF CONTENTS


<TABLE>
<S>                                                    <C>
Prospectus Summary .................................        1
The Exchange Offer .................................        3
The Registered Notes ...............................        5
Alamosa (Delaware), Inc. Selected Historical
   Financial Information ...........................        8
Capitalization .....................................       10
Risk Factors .......................................       11
The Exchange Offer .................................       24
Business ...........................................       33
Management's Discussion and Analysis of
   Financial Condition and Results of
   Operations ......................................       45
Management .........................................       55
Certain Relationships and Related
   Transactions ....................................       64
Our Affiliation Agreements with Sprint PCS .........       68
Regulatory Environment .............................       77
Security Ownership of Certain Beneficial
   Owners and Management ...........................       82
Description of Notes ...............................       85
Book-entry System ..................................      125
Exchange Offer; Registration Rights ................      126
Plan of Distribution ...............................      129
Material United States Federal Tax
   Considerations ..................................      129
Alamosa (Delaware), Inc. Selected Unaudited
   Pro Forma Financial Data ........................      130
Legal Matters ......................................      136
Experts ............................................      136
Financial Statements ...............................      F-1
</TABLE>


NO DEALER, SALESPERSON OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR
TO REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU MUST NOT RELY ON ANY
UNAUTHORIZED INFORMATION OR REPRESENTATIONS. THIS PROSPECTUS DOES NOT OFFER TO
SELL OR ASK FOR OFFERS TO BUY ANY SECURITIES OTHER THAN THOSE TO WHICH THIS
PROSPECTUS RELATES AND IT DOES NOT CONSTITUTE AN OFFER TO SELL OR ASK FOR OFFERS
TO BUY ANY OF THE SECURITIES IN ANY JURISDICTION WHERE IT IS UNLAWFUL, WHERE THE
PERSON MAKING THE OFFER IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON WHO CANNOT
LEGALLY BE OFFERED THE SECURITIES. THE INFORMATION CONTAINED IN THIS PROSPECTUS
IS CURRENT ONLY AS OF ITS DATE.


UNTIL [     ], ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES, WHETHER
OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE DEALERS' OBLIGATIONS TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.


      EACH BROKER-DEALER THAT RECEIVES REGISTERED NOTES FOR ITS OWN ACCOUNT
PURSUANT TO THE EXCHANGE OFFER MUST ACKNOWLEDGE THAT IT WILL DELIVER A
PROSPECTUS IN CONNECTION WITH ANY RESALE OF SUCH REGISTERED NOTES. THE LETTER OF
TRANSMITTAL STATES THAT BY SO ACKNOWLEDGING AND BY DELIVERING A PROSPECTUS, A
BROKER-DEALER WILL NOT BE DEEMED TO ADMIT THAT IT IS AN "UNDERWRITER" WITHIN THE
MEANING OF THE SECURITIES ACT. THIS PROSPECTUS, AS IT MAY BE AMENDED OR
SUPPLEMENTED FROM TIME TO TIME, MAY BE USED BY A BROKER-DEALER IN CONNECTION
WITH RESALES OF REGISTERED NOTES RECEIVED IN EXCHANGE FOR OUTSTANDING NOTES
WHERE SUCH SECURITIES WERE ACQUIRED BY SUCH BROKER-DEALER AS A RESULT OF
MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES. WE HAVE AGREED THAT,
STARTING ON THE EXPIRATION DATE OF THE EXCHANGE OFFER AND ENDING ON THE CLOSE OF
BUSINESS ONE YEAR AFTER THE EXPIRATION DATE, WE WILL MAKE THIS PROSPECTUS
AVAILABLE TO ANY BROKER-DEALER FOR USE IN CONNECTION WITH ANY SUCH RESALE. SEE
"PLAN OF DISTRIBUTION."

                                  $150,000,000

                            OFFER FOR ALL OUTSTANDING
                          13 5/8% SENIOR NOTES DUE 2011
                                 IN EXCHANGE FOR
                          13 5/8% SENIOR NOTES DUE 2011
                           WHICH HAVE BEEN REGISTERED
                       UNDER THE SECURITIES ACT OF 1933,
                                   AS AMENDED

                 --------------------------------------------
                                   PROSPECTUS
                 --------------------------------------------
                                        , 2001

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




<PAGE>

                                     PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section  145  of  the  Delaware  General  Corporate  Law  (the  "DGCL")
generally  provides  that  a  corporation  may  indemnify  directors,  officers,
employees  or  agents  against  liabilities  they may  incur in such  capacities
provided  certain  standards are met,  including  good faith and the  reasonable
belief that the particular  action was in, or not opposed to, the best interests
of the corporation.

         Subsection  (a) of Section 145 of the DGCL  ("Section  145") empowers a
corporation to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil,  criminal,  administrative or investigative (other than an action
by or in the right of the corporation),  by reason of the fact that he is or was
a director,  officer,  employee or agent of the corporation or is or was serving
at the request of the corporation as a director,  officer,  employee or agent of
another corporation or enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in  connection  with such action,  suit or proceeding if he acted in good
faith and in a manner he  reasonably  believed  to be in, or not opposed to, the
best interests of the  corporation  and, with respect to any criminal  action or
proceeding, had no reasonable cause to believe that his conduct was unlawful.

         Subsection  (b) of Section 145 empowers a corporation  to indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation to procure a judgment in its favor,  by reason of the fact that such
person  acted  in  any of the  capacities  set  forth  above,  against  expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection  with the  defense or  settlement  of such action or suit if he acted
under standards similar to those set forth above, except that no indemnification
may be made in  respect of any  claim,  issue or matter as to which such  person
shall have been adjudged to be liable to the corporation, unless and only to the
extent that the Delaware  Court of Chancery or the court in which such action or
suit was brought shall determine that, despite the adjudication of liability but
in view of all  the  circumstances  of the  case,  such  person  is  fairly  and
reasonably  entitled to be  indemnified  for such expenses which the court shall
deem proper.

         Section 145 further  provides that,  among other things,  to the extent
that a director or officer of a corporation  has been  successful in the defense
of any action,  suit or  proceeding  referred to in  Subsections  (a) and (b) of
Section 145, or in the defense of any claim,  issue or matter therein,  he shall
be  indemnified  against  expenses  (including  attorneys'  fees)  actually  and
reasonably  incurred  by  him  in  connection  therewith;  that  indemnification
provided for by Section 145 shall not be deemed exclusive of any other rights to
which the indemnified party may be entitled; and that a corporation is empowered
to purchase  and  maintain  insurance  on behalf of a director or officer of the
corporation  against any liability  asserted  against him and incurred by him in
any such  capacity,  or arising  out of his  status as such,  whether or not the
corporation  would have the power to  indemnify  against  such  liability  under
Section 145.

         Indemnification  as described above shall be granted in a specific case
only upon a determination that indemnification is proper under the circumstances
using the  applicable  standard  of conduct  which is made by (a) a majority  of
directors who were not parties to such proceeding, (b) independent legal counsel
in a written  opinion if there are no such  disinterested  directors  or if such
disinterested directors so direct, or (c) the shareholders.

         The Restated  Certificate of Incorporation of Alamosa (Delaware),  Inc.
(the  "Registrant")  provides  that  the  liability  of  the  directors  of  the
Registrant to the  Registrant or any of its  stockholders  for monetary  damages
arising from acts or omissions  occurring in their capacity as directors will be
limited to the  fullest  extent  permitted  by the laws of Delaware or any other
applicable  law.  This  limitation  does not apply with respect to any action in
which a director would be liable under Section 174 of the DGCL nor does it apply
with respect to any liability in which a

                                      II-1

<PAGE>

director (1) breached his duty of loyalty to the Registrant or its stockholders;
(2) did not act in good faith or, in failing to act,  did not act in good faith;
(3) acted in a manner involving intentional misconduct or a knowing violation of
law or, in failing to act,  shall have acted in a manner  involving  intentional
misconduct  or a knowing  violation of law; or (4) derived an improper  personal
benefit.

         The Registrant's  Restated  Certificate of Incorporation  provides that
the Registrant  will indemnify its directors,  officers and employees and former
directors, officers and employees to the fullest extent permitted by the laws of
Delaware or any other applicable law.

         The  Registrant  has  directors'  and  officers'   liability  insurance
covering its directors and officers.





















                                      II-2

<PAGE>

ITEM 21.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

         (i) Exhibits.  The  following is a complete  list of Exhibits  filed as
part of this Registration Statement, which are incorporated herein:

                                 EXHIBIT INDEX


         EXHIBIT
         NUMBER:         EXHIBIT TITLE

         2.1             Amended and Restated Agreement and Plan of
                         Reorganization, dated as of December 14, 2000, by and
                         among Alamosa PCS Holdings, Inc., Alamosa Holdings,
                         Inc., Alamosa (Delaware), Inc. and Alamosa Sub I, Inc.,
                         filed as Exhibit 2.1 to Amendment No. 1 to the
                         Registration State ment on Form S-4, dated January 12,
                         2001 (Registration No. 333-47916) of Alamosa Holdings,
                         Inc., which exhibit is incorporated herein by
                         reference.

         2.2             Amended and Restated Agreement and Plan of
                         Reorganization, dated as of July 31, 2000, by and among
                         Alamosa PCS Holdings, Inc., Alamosa Holdings, Inc.,
                         Alamosa Sub I, Inc., Roberts Wireless Communications,
                         LLC, and Members of Roberts Wireless Communications,
                         L.L.C., filed as Exhibit 2.2 to Amendment No. 1 to the
                         Registration Statement on Form S-4, dated January 12,
                         2001 (Registration No. 333-47916) of Alamosa Holdings,
                         Inc., which exhibit is incorporated herein by
                         reference.

         2.3             Amended and Restated Agreement and Plan of
                         Reorganization, dated as of July 31, 2000, by and among
                         Alamosa PCS Holdings, Inc., Alamosa Holdings, Inc.,
                         Alamosa Sub I, Inc., Washington Oregon Wireless, LLC,
                         Members of Washington Oregon Wireless, LLC and WOW
                         Holdings, LLC, filed as Exhibit 2.3 to Amendment No. 1
                         to the Registration Statement on Form S-4, dated
                         January 12, 2001 (Registration No. 333-47916) of
                         Alamosa Holdings, Inc., which exhibit is incorporated
                         herein by reference.

         2.4             Agreement and Plan of Merger, dated as of December 13,
                         2000, by and among Alamosa PCS Holdings, Inc., Twenty
                         Holdings, Inc. and Ten Acquisition, Inc., filed as
                         Exhibit 2.4 to Form 10-K of Alamosa Holdings, Inc. for
                         the year ended December 31, 2000, dated March 27, 2001,
                         which exhibit is incorporated herein by reference.

         2.5             Agreement and Plan of Merger, dated as of March 9,
                         2001, by and among Alamosa PCS Holdings, Inc., Forty
                         Acquisition, Inc., Southwest PCS Holdings, Inc.
                         ("Southwest") and the stockholders of Southwest, filed
                         as Exhibit 2.1 to the Current Report on Form 8-K, dated
                         April 5, 2001, of Alamosa Holdings, Inc., which exhibit
                         is incorporated herein by reference.

         3.1             Amended and Restated Certificate of Incorporation of
                         Alamosa (Delaware), Inc., filed as Exhibit 3.1 to Form
                         10-Q, for the quarter ended June 30, 2001, dated August
                         10, 2001, which exhibit is incorporated herein by
                         reference.

         3.2             Amended and Restated Bylaws of Alamosa (Delaware),
                         Inc., filed as Exhibit 3.2 to the Registration
                         Statement on Form S-4, dated May 9, 2001 (Registration
                         No. 333-60572), of Alamosa (Delaware), Inc., which
                         exhibit is incorporated herein by reference.

         4.1             Specimen Common Stock Certificate of Alamosa
                         (Delaware), filed as Exhibit 4.1 to the Registration
                         Statement on Form S-4, dated May 9, 2001.
                         (Registration No. 333-60572), of Alamosa (Delaware),
                         Inc., which exhibit is incorporated herein by
                         reference.

                                         II-3

<PAGE>


         EXHIBIT
         NUMBER:         EXHIBIT TITLE

         4.2             Form of Indenture for 12 7/8% Senior Discount Notes due
                         2010, by and among Alamosa PCS Holdings, Inc., the
                         Subsidiary Guarantors party thereto and Norwest Bank
                         Minnesota, N.A., as trustee, filed as Exhibit 4.1 to
                         Amendment No. 2 to the Registration Statement on Form
                         S-1, dated February 1, 2000 (Registration No.
                         333-93499) of Alamosa (Delaware), Inc. (formerly
                         Alamosa PCS Holdings, Inc.), which exhibit is
                         incorporated herein by reference.

         4.3             Form of Global Note relating to the Senior Discount
                         Notes due 2010, filed as Exhibit 4.2 to the
                         Registration Statement on Form S-1, as amended
                         (Registration No. 333-93499) of Alamosa (Delaware),
                         Inc. (formerly Alamosa PCS Holdings, Inc.), which
                         exhibit is incorporated herein by reference.

         4.4             Indenture for 12 1/2% Senior Notes due 2011, dated as
                         of January 31, 2001, by and among Alamosa (Delaware),
                         Inc., the Subsidiary Guarantors party thereto and Wells
                         Fargo Bank Minnesota, N.A., as trustee, filed as
                         Exhibit 4.4 to Form 10-K of Alamosa Holdings, Inc. for
                         the year ended December 31, 2000, dated March 27, 2001,
                         which exhibit is incorporated herein by reference.

         4.5             Form of Global Note relating to the Senior Notes due
                         2011, filed as Exhibit 4.5 to Form 10-K of Alamosa
                         Holdings, Inc. for the year ended December 31, 2000,
                         dated March 27, 2001, which exhibit is incorporated
                         herein by reference.

         4.6             First Supplemental Indenture for 12 7/8% Senior
                         Discount Notes due 2010, dated as of January 31, 2001,
                         among Alamosa Finance, LLC, LLC, Alamosa Limited, LLC
                         and Wells Fargo Bank Minnesota, N.A., (formerly known
                         as Norwest Bank Minnesota, N.A.), as trustee, filed as
                         Exhibit 4.6 to Form 10-K of Alamosa Holdings, Inc. for
                         the year ended December 31, 2000, dated March 27, 2001,
                         which exhibit is incorporated herein by reference.

         4.7             First Supplemental Indenture for 12 1/2% Senior Notes
                         due 2011, dated as of February 14, 2001, among Roberts
                         Wireless Communications, L.L.C., Roberts Wireless
                         Properties, LLC, Washington Oregon Wireless, LLC,
                         Alamosa Holdings, LLC, Alamosa Properties, L.P.,
                         Alamosa (Wisconsin) Properties, LLC, Washington Oregon
                         Wireless Properties, LLC, Washington Oregon Wireless
                         Licenses, LLC and Wells Fargo Bank Minnesota, N.A.,
                         (formerly known as Norwest Bank Minnesota, N.A.), as
                         trustee, filed as Exhibit 4.7 to Form 10-K of Alamosa
                         Holdings, Inc. for the year ended December 31, 2000,
                         dated March 27, 2001, which exhibit is incorporated
                         herein by reference.


                                          II-4

<PAGE>

         EXHIBIT
         NUMBER:         EXHIBIT TITLE

         4.8             Second Supplemental Indenture for 12 7/8% Senior
                         Discount Notes due 2010, dated as of February 14, 2001,
                         among Roberts Wireless Communications, L.L.C., Roberts
                         Wireless Properties, LLC, Washington Oregon Wireless,
                         LLC, Alamosa Holdings, LLC, Alamosa Properties, L.P.,
                         Alamosa (Wisconsin) Properties, LLC, Washington Oregon
                         Wireless Properties, LLC, Washington Oregon Wireless
                         Licenses, LLC and Wells Fargo Bank Minnesota, N.A.,
                         (formerly known as Norwest Bank Minnesota, N.A.), as
                         trustee, filed as Exhibit 4.8 to Form 10-K of Alamosa
                         Holdings, Inc. for the year ended December 31, 2000,
                         dated March 27, 2001, which exhibit is incorporated
                         herein by reference.

         4.9             Registration Rights Agreement, dated as of January 24,
                         2001, by and among Alamosa (Delaware), Inc. and Salomon
                         Smith Barney Inc., TD Securities (USA) Inc., Credit
                         Suisse First Boston Corporation, First Union
                         Securities, Inc., Lehman Brothers Inc., Scotia Capital
                         (USA) Inc., filed as Exhibit 4.9 to Form 10-K of
                         Alamosa Holdings, Inc. for the year ended December 31,
                         2000, dated March 27, 2001, which exhibit is
                         incorporated herein by reference.

         4.10            Third Supplemental Indenture for 12 7/8% Senior
                         Discount Notes due 2010, dated as of March 30, 2001,
                         among SWLP, L.L.C., SWGP, L.L.C., Southwest PCS, L.P.,
                         Southwest PCS Properties, LLC, Southwest PCS Licenses,
                         LLC and Wells Fargo Bank Minnesota, N.A., as trustee
                         filed as Exhibit 4.10 to the Registration Statement on
                         Form S-4 dated May 9, 2001 (Registration No.
                         333-60572), of Alamosa (Delaware), Inc., which exhibit
                         is incorporated herein by reference.

         4.11            Second Supplemental Indenture for 12 1/2% Senior Notes
                         due 2011, dated as of March 30, 2001, among SWLP,
                         L.L.C., SWGP, L.L.C., Southwest PCS, L.P., Southwest
                         PCS Properties, LLC, Southwest PCS Licenses, LLC and
                         Wells Fargo Bank Minnesota, N.A., as trustee filed as
                         Exhibit 4.11 to the Registration statement in Form S-4,
                         dated May 9, 2001 (Registration No. 333-60572), of
                         Alamosa (Delaware), Inc., which exhibit is herein
                         incorporated by reference.

         4.12++          Indenture for 13 5/8% Senior Notes due 2011, dated
                         August 15, 2001, among Alamosa (Delaware), the
                         Subsidiary Guarantors party thereto, and Wells Fargo
                         Bank Minnesota, N.A., as trustee.

         4.13++          Form of Global Note relating to the 13 5/8% Senior
                         Notes due 2011.

         4.14++          Registration Rights Agreement, dated August 7, 2001, by
                         and among Alamosa (Delaware), Salomon Smith Barney
                         Inc., TD Securities (USA) Inc., First Union Securities,
                         Inc., and Scotia Capital (USA) Inc., relating to the
                         13 5/8% Senior Notes due 2011.

         5.1+++          Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.

         10.1            CDMA 1900 SprintCom Additional Affiliate Agreement
                         dated as of December 21, 1998 by and between Alamosa
                         PCS, LLC and Northern Telecom, Inc., filed as Exhibit
                         10.1 to Amendment No. 3 to the Registration Statement
                         on Form S-1, dated February 1, 2000 (Registration No.
                         333-89995) of Alamosa (Delaware), Inc. (formerly
                         Alamosa PCS Holdings, Inc.), which exhibit is
                         incorporated herein by reference.

         10.2            Amendment No. 1 to DMS-MTX Cellular Supply Agreement
                         dated as of January 12, 1999 by and between Alamosa
                         PCS, LLC and Nortel Networks Inc. as an amendment to
                         Exhibit 10.1 described above, filed as Exhibit 10.2 to
                         Amendment No. 3 to the Registration Statement on Form
                         S-1, dated February 1, 2000 (Registration No.
                         333-89995) of Alamosa (Delaware), Inc. (formerly
                         Alamosa PCS Holdings, Inc.), which exhibit is
                         incorporated herein by reference.



                                            II-5

<PAGE>


         10.3            Amendment No. 2 to DMS-MTX Cellular Supply Agreement,
                         dated as of March 1, 1999 by and between Alamosa PCS,
                         LLC and Nortel Networks Inc. as an amendment to
                         Exhibits 10.1 and 10.2 described above, filed as
                         Exhibit 10.3 to Amendment No. 3 to the Registration
                         Statement on Form S-1, dated February 1, 2000
                         (Registration No. 333-89995) of Alamosa (Delaware),
                         Inc. (formerly Alamosa PCS Holdings, Inc.), which
                         exhibit is incorporated herein by reference.

         10.4            Amendment No. 3 to DMS-MTX Cellular Supply Agreement,
                         dated as of August 11, 1999 by and between Alamosa PCS,
                         LLC and Nortel Networks Inc. as an amendment to
                         Exhibits 10.1, 10.2 and 10.3 described above, filed as
                         Exhibit 10.4 to Amendment No. 1 to the Registration
                         Statement on Form S-1, dated December 22, 1999
                         (Registration No. 333-89995) of Alamosa (Delaware),
                         Inc. (formerly Alamosa PCS Holdings, Inc.), which
                         exhibit is incorporated herein by reference.

         10.5            Sprint PCS Management Agreement (Wisconsin), as amended
                         by Addendum I, dated as of December 6, 1999 by and
                         between Sprint Spectrum, LP, WirelessCo, LP and Alamosa
                         Wisconsin Limited Partnership, filed as Exhibit 10.10
                         to Amendment No. 3 to the Registration Statement on
                         Form S-1, dated February 1, 2000 (Registration No.
                         333-89995) of Alamosa (Delaware), Inc. (formerly
                         Alamosa PCS Holdings, Inc.), which exhibit is
                         incorporated herein by reference.

         10.6            Sprint PCS Services Agreement (Wisconsin,) dated as of
                         December 6, 1999, by and between Sprint Spectrum, LP
                         and Alamosa Wisconsin Limited Partnership, filed as
                         Exhibit 10.11 to Amendment No. 3 to the Registration
                         Statement on Form S-1, dated February 1, 2000
                         (Registration No. 333-89995) of Alamosa (Delaware),
                         Inc. (formerly Alamosa PCS Holdings, Inc.), which
                         exhibit is incorporated herein by reference.

         10.7            Sprint Trademark and Service Mark License Agreement
                         (Wisconsin), dated as of December 6, 1999, by and
                         between Sprint Communications Company, LP and Alamosa
                         Wisconsin Limited Partnership, filed as Exhibit 10.12
                         to Amendment No. 3 to the Registration Statement on
                         Form S-1, dated February 1, 2000 (Registration No.
                         333-89995) of Alamosa (Delaware), Inc. (formerly
                         Alamosa PCS Holdings, Inc.), which exhibit is
                         incorporated herein by reference.

         10.8            Sprint Spectrum Trademark and Service Mark License
                         Agreement (Wisconsin), dated as of December 6, 1999, by
                         and between Sprint Spectrum, LP and Alamosa Wisconsin
                         Limited Partnership, filed as Exhibit 10.13 to
                         Amendment No. 3 to the Registration Statement on Form
                         S-1, dated February 1, 2000 (Registration No.
                         333-89995) of Alamosa (Delaware), Inc. (formerly
                         Alamosa PCS Holdings, Inc.), which exhibit is
                         incorporated herein by reference.



                                      II-6
<PAGE>


         EXHIBIT
         NUMBER:         EXHIBIT TITLE

         10.9            Engineering Service Contract, System Design and
                         Construction Inspection, dated as of July 27, 1998, as
                         amended, by and between Alamosa PCS, LLC and Hicks &
                         Ragland Engineering Co., Inc., filed as Exhibit 10.14
                         to Amendment No. 1 to the Registration Statement on
                         Form S-1, dated December 22, 1999 (Registration No.
                         333-89995) of Alamosa (Delaware), Inc. (formerly
                         Alamosa PCS Holdings, Inc.), which exhibit is
                         incorporated herein by reference.

         10.10           Master Site Development and Lease Agreement, as
                         amended, dated as of August 1998, by and between
                         Alamosa PCS, LLC and Specialty Capital Services, Inc.,
                         filed as Exhibit 10.15 to Amendment No. 3 to the
                         Registration Statement on Form S-1, dated December 22,
                         1999 (Registration No. 333-89995) of Alamosa
                         (Delaware), Inc. (formerly Alamosa PCS Holdings, Inc.),
                         which exhibit is incorporated herein by reference.

         10.11+          Employment Agreement, effective as of October 1, 1999,
                         by and between Alamosa PCS LLC and David E. Sharbutt,
                         filed as Exhibit 10.20 to Amendment No. 2 to the
                         Registration Statement on Form S-1, dated January 19,
                         2000 (Registration No. 333-89995) of Alamosa
                         (Delaware), Inc. (formerly Alamosa PCS Holdings, Inc.),
                         which exhibit is incorporated herein by reference.

         10.12+          Employment Agreement, effective as of December 1, 1999,
                         by and between Alamosa PCS, LLC and Kendall W. Cowan,
                         filed as Exhibit 10.21 to Amendment No. 2 to the
                         Registration Statement on Form S-1, dated January 19,
                         2000 (Registration No. 333-89995) of Alamosa
                         (Delaware), Inc. (formerly Alamosa PCS Holdings, Inc.),
                         which exhibit is incorporated herein by reference.

         10.13           Sprint PCS Management Agreement, as amended by Addendum
                         I, dated as of December 23, 1999, by and between Sprint
                         Spectrum, LP, WirelessCo, LP, Cox Communications PCS,
                         L.P., Cox CPS License, LLC, SprintCom, Inc. and Alamosa
                         PCS, LLC, filed as Exhibit 10.22 to Amendment No. 3 to
                         the Registration Statement on Form S-1, dated January
                         19, 2000 (Registration No. 333-89995) of Alamosa
                         (Delaware), Inc. (formerly Alamosa PCS Holdings, Inc.),
                         which exhibit is incorporated herein by reference.

         10.14           Sprint PCS Services Agreement, dated as of December 23,
                         1999, by and between Sprint Spectrum, LP and Alamosa
                         PCS, LLC, filed as Exhibit 10.23 to Amendment No. 2 to
                         the Registration Statement on Form S-1, dated January
                         19, 2000 (Registration No. 333-89995) of Alamosa
                         (Delaware), Inc. (formerly Alamosa PCS Holdings, Inc.),
                         which exhibit is incorporated herein by reference.


                                      II-7

<PAGE>


         EXHIBIT
         NUMBER:         EXHIBIT TITLE

         10.15           Sprint Trademark and Service Mark License Agreement,
                         dated as of December 23, 1999 by and between Sprint
                         Communications Company, LP and Alamosa PCS, LLC, filed
                         as Exhibit 10.24 to Amendment No. 2 to the Registration
                         Statement on Form S-1, dated January 19, 2000
                         (Registration No. 333-89995) of Alamosa (Delaware),
                         Inc. (formerly Alamosa PCS Holdings, Inc.), which
                         exhibit is incorporated herein by reference.

         10.16           Sprint Spectrum Trademark and Service Mark Agreement,
                         dated as of December 23, 1999, by and between Sprint
                         Spectrum, LP and Alamosa PCS, LLC, filed as Exhibit
                         10.25 to Amendment No. 2 to the Registration Statement
                         on Form S-1, dated January 19, 2000 (Registration No.
                         333-89995) of Alamosa (Delaware), Inc. (formerly
                         Alamosa PCS Holdings, Inc.), which exhibit is
                         incorporated herein by reference.

         10.17           Amendment No. 4 to DMS-MTX Cellular Supply Agreement by
                         and between Alamosa PCS, LLC and Nortel Networks Inc.
                         as an amendment to Exhibits 10.1, 10.2, 10.3 and 10.4
                         described above, effective as of February 8, 2000,
                         filed as Exhibit 10.20 to Form 10-K of Alamosa
                         (Delaware), Inc. (formerly Alamosa PCS Holdings, Inc.),
                         for the year ended December 31, 1999, dated March 23,
                         2000 which exhibit is incorporated herein by reference.

         10.18+          Amended and Restated Employment Agreement effective as
                         of October 1, 1999 by and between Alamosa PCS, LLC and
                         Jerry Brantley, filed as Exhibit 10.29 to Amendment No.
                         2 to the Registration Statement on Form S-1, dated
                         January 19, 2000 (Registration No. 333-89995) of
                         Alamosa (Delaware), Inc. (formerly Alamosa PCS
                         Holdings, Inc.), which exhibit is incorporated herein
                         by reference.

         10.19+          Amended and Restated Employment Agreement, effective as
                         of October 1, 1999, by and between Alamosa PCS, LLC and
                         W. Don Stull, filed as Exhibit 10.21 to the
                         Registration Statement on Form S-4, dated October 12,
                         2000 (Registration No. 333-47916) of Alamosa Holdings,
                         Inc., which exhibit is incorporated herein by
                         reference.

         10.20           Amended and Restated Master Design Build Agreement,
                         dated as of March 21, 2000, by and between Texas
                         Telecommunications, L.P. and Alamosa Wisconsin Limited
                         Partnership and SBA Towers, Inc., filed as Exhibit
                         10.23 to Form 10-K of Alamosa (Delaware), Inc.
                         (formerly Alamosa PCS Holdings, Inc.), for the year
                         ended December 31, 1999, dated March 23, 2000 which
                         exhibit is incorporated herein by reference.

         10.21+          Employment Agreement effective as of June 1, 2000, by
                         and between Alamosa, Texas Telecommunications, LP and
                         Loyd Rinehart, filed as Exhibit 10.25 to the
                         Registration Statement on Form S-4, dated October 12,
                         2001 (Registration No. 333-47916) of Alamosa Holdings,
                         Inc., which exhibit is incorporated herein by
                         reference.


                                      II-8

<PAGE>

         EXHIBIT
         NUMBER:         EXHIBIT TITLE

         10.22           Security Agreement, dated as of January 31, 2001, by
                         and among Alamosa (Delaware), Inc., Wells Fargo Bank
                         Minnesota, N.A., as security agent, Wells Fargo Bank
                         Minnesota, N.A., as collateral agent, (or Wells Fargo
                         Bank Minnesota, N.A., as trustee under the 2001
                         Indenture (as to paragraph 6(b)) and Wells Fargo Bank
                         Minnesota, N.A., as trustee under the 2000 Indenture
                         (as to paragraph 6(b)), filed as Exhibit 10.22 to Form
                         10-K of Alamosa Holdings, Inc. for the year ended
                         December 31, 2000, dated March 27, 2001, which exhibit
                         is incorporated herein by reference.

         10.23           Amended and Restated Credit Agreement, dated as of
                         March 30, 2001, by and among Alamosa Holdings, LLC,
                         Alamosa Holdings, Inc., Alamosa (Delaware), Inc., the
                         lenders party thereto, Citicorp USA, Inc., as
                         administrative and collateral agent, Export Development
                         Corporation, as co-documentation agent, First Union
                         National Bank, as documentation agent, Toronto Dominion
                         (Texas), Inc. as syndication agent, Export Development
                         Corporation and First Union Securities, Inc., as lead
                         arrangers and Salomon Smith Barney Inc. and TD
                         Securities (USA) Inc. as joint lead arrangers and joint
                         book managers, for a $333,000,000 credit facility, as
                         amended by the First Amendment and Waiver dated May 8,
                         2001 (attached thereto), filed as Exhibit 10.23, to
                         Amendment No. 1 to the Registration Statement on Form
                         S-4 dated June 8, 2001 (Registration No. 333-60572), of
                         Alamosa (Delaware), Inc., which exhibit is herein
                         incorporated by reference.

         10.24           Amended and Restated Security Agreement, dated as of
                         March 30, 2001, by and among Alamosa (Delaware), Inc.,
                         Alamosa Holdings, LLC, each subsidiary of Alamosa
                         (Delaware), Inc. listed on Schedule I thereto, and
                         Citicorp USA, Inc., as collateral agent, filed as
                         Exhibit 10.24 to the Registration Statement on Form
                         S-4, dated May 9, 2001 (Registration No. 333-60572), of
                         Alamosa (Delaware), Inc., which exhibit is incorporated
                         herein by reference.

         10.25           Amended and Restated Pledge Agreement, dated as of
                         March 30, 2001, among Alamosa (Delaware), Inc., Alamosa
                         Holdings, LLC, each Subsidiary of Alamosa (Delaware),
                         Inc. listed on Schedule I thereto and Citicorp USA,
                         Inc., as collateral agent, filed as Exhibit 10.25 to
                         the Registration Statement on Form S-4, dated May 9,
                         2001 (Registration No. 333-60572), of Alamosa
                         (Delaware), Inc., which exhibit is incorporated herein
                         by reference.

         10.26           Amended and Restated Consent and Agreement, dated as of
                         March 30, 2001, by and among Sprint Spectrum L.P.,
                         SprintCom, Inc., Sprint Communications Company, L.P.,
                         Cox Communications PCS, L.P., Cox PCS License, LLC,
                         WirelessCo, L.P., and Citicorp USA, Inc., as
                         administrative agent, filed as Exhibit 10.26 to the
                         Registration Statement on Form S-4, dated May 9, 2001
                         (Registration No. 333-60572), of Alamosa (Delaware),
                         Inc., which exhibit is incorporated herein by
                         reference.

         10.27           Addendum II to Sprint PCS Management Agreement
                         (Wisconsin), dated as of February 8, 2000, by and
                         between Sprint Spectrum L.P., WirelessCo, L.P., Sprint
                         Communications Company, L.P., and Alamosa Wisconsin
                         Limited Partnership as an amendment to Exhibit 10.5
                         above, filed as Exhibit 10.27 to Form 10-K of Alamosa
                         Holdings, Inc. for the year ended December 31, 2000,
                         dated March 27, 2001, which exhibit is incorporated
                         herein by reference.


                                        II-9
<PAGE>

         EXHIBIT
         NUMBER:         EXHIBIT TITLE

         10.28           Addendum III to Sprint PCS Management Agreement
                         (Wisconsin), dated as of April 25, 2000, by and between
                         Sprint Spectrum L.P., WirelessCo, L.P., Sprint
                         Communications Company, L.P., and Alamosa Wisconsin
                         Limited Partnership as an amendment to Exhibit 10.5
                         above, filed as Exhibit 10.28 to Form 10-K of Alamosa
                         Holdings, Inc. for the year ended December 31, 2000,
                         dated March 27, 2001, which exhibit is incorporated
                         herein by reference.

         10.29           Addendum IV to Sprint PCS Management Agreement
                         (Wisconsin), dated as of June 23, 2000, by and between
                         Sprint Spectrum L.P., WirelessCo, L.P., Sprint
                         Communications Company, L.P., and Alamosa Wisconsin
                         Limited Partnership as an amendment to Exhibit 10.5
                         above, filed as Exhibit 10.29 to Form 10-K of Alamosa
                         Holdings, Inc. for the year ended December 31, 2000,
                         dated March 27, 2001, which exhibit is incorporated
                         herein by reference.

         10.30           Addendum V to Sprint PCS Management Agreement
                         (Wisconsin), dated as of February 14, 2001, by and
                         between Sprint Spectrum L.P., WirelessCo, L.P., Sprint
                         Communications Company, L.P., and Alamosa Wisconsin
                         Limited Partnership as an amendment to Exhibit 10.5
                         above, filed as Exhibit 10.30 to Form 10-K of Alamosa
                         Holdings, Inc. for the year ended December 31, 2000,
                         dated March 27, 2001, which exhibit is incorporated
                         herein by reference.

         10.31           Addendum II to Sprint PCS Management Agreement, dated
                         as of February 8, 2000, by and between Sprint Spectrum
                         L.P., WirelessCo, L.P., Sprint Communications Company,
                         L.P., and Texas Telecommunications, LP as an amendment
                         to Exhibit 10.13 above, filed as Exhibit 10.31 to Form
                         10-K of Alamosa Holdings, Inc. for the year ended
                         December 31, 2000, dated March 27, 2001, which exhibit
                         is incorporated herein by reference.

         10.32           Addendum III to Sprint PCS Management Agreement, dated
                         as of April 25, 2000, by and between Sprint Spectrum
                         L.P., WirelessCo, L.P., Sprint Communications Company,
                         L.P., and Texas Telecommunications, LP as an amendment
                         to Exhibit 10.13 above, filed as Exhibit 10.32 to Form
                         10-K of Alamosa Holdings, Inc. for the year ended
                         December 31, 2000, dated March 27, 2001, which exhibit
                         is incorporated herein by reference.

         10.33           Addendum IV to Sprint PCS Management Agreement, dated
                         as of June 23, 20001, by and between Sprint Spectrum
                         L.P., WirelessCo, L.P., Sprint Communications Company,
                         L.P., and Texas Telecommunications, LP as an amendment
                         to Exhibit 10.13 above, filed as Exhibit 10.33 to Form
                         10-K of Alamosa Holdings, Inc. for the year ended
                         December 31, 2000, dated March 27, 2001, which exhibit
                         is incorporated herein by reference.


                                         II-10
<PAGE>


         EXHIBIT
         NUMBER:         EXHIBIT TITLE

         10.34           Addendum V to Sprint PCS Management Agreement, dated as
                         of January 8, 2001, by and between Sprint Spectrum
                         L.P., WirelessCo, L.P., Sprint Communications Company,
                         L.P., and Texas Telecommunications, LP as an amendment
                         to Exhibit 10.13 above, filed as Exhibit 10.34 to Form
                         10-K of Alamosa Holdings, Inc. for the year ended
                         December 31, 2000, dated March 27, 2001, which exhibit
                         is incorporated herein by reference.

         10.35           Addendum VI to Sprint PCS Management Agreement, dated
                         as of February 14, 2001, by and between Sprint Spectrum
                         L.P., WirelessCo, L.P., Sprint Communications Company,
                         L.P., and Texas Telecommunications, LP as an amendment
                         to Exhibit 10.13 above, filed as Exhibit 10.35 to Form
                         10-K of Alamosa Holdings, Inc. for the year ended
                         December 31, 2000, dated March 27, 2001, which exhibit
                         is incorporated herein by reference.

         10.36           Sprint PCS Management Agreement, dated as of June 8,
                         1998, as amended by Addendum I - VIII, between Sprint
                         Spectrum L.P., SprintCom, Inc. and Roberts Wireless
                         Communications, L.L.C, filed as Exhibit 10.36 to Form
                         10-K of Alamosa Holdings, Inc. for the year ended
                         December 31, 2000, dated March 27, 2001, which exhibit
                         is incorporated herein by reference.

         10.37           Sprint PCS Services Agreement, dated as of June 8,
                         1998, between Sprint Spectrum L.P. and Roberts Wireless
                         Communications, L.L.C., filed as Exhibit 10.37 to Form
                         10-K of Alamosa Holdings, Inc. for the year ended
                         December 31, 2000, dated March 27, 2001, which exhibit
                         is incorporated herein by reference.

         10.38           Sprint Trademark and Service Mark License Agreement,
                         dated as of June 8, 1998, between Sprint Communications
                         Company, L.P. and Roberts Wireless Communications,
                         L.L.C., filed as Exhibit 10.38 to Form 10-K of Alamosa
                         Holdings, Inc. for the year ended December 31, 2000,
                         dated March 27, 2001, which exhibit is incorporated
                         herein by reference.

         10.39           Sprint Spectrum Trademark and Service Mark License
                         Agreement, dated as of December 8, 1998, between Sprint
                         Spectrum L.P. and Roberts Wireless Communications,
                         L.L.C., filed as Exhibit 10.39 to Form 10-K of Alamosa
                         Holdings, Inc. for the year ended December 31, 2000,
                         dated March 27, 2001, which exhibit is incorporated
                         herein by reference.

         10.40           Sprint PCS Management Agreement, dated as of January
                         25, 1999, as amended by Addendum I - III, between
                         Sprint Spectrum L.P., WirelessCo, L.P. and Washington
                         Oregon Wireless, LLC, filed as Exhibit 10.40 to Form
                         10-K of Alamosa Holdings, Inc. for the year ended
                         December 31, 2000, dated March 27, 2001, which exhibit
                         is incorporated herein by reference.


                                       II-11
<PAGE>

         EXHIBIT
         NUMBER:         EXHIBIT TITLE

         10.41           Sprint PCS Services Agreement, dated as of January 25,
                         1999, between Sprint Spectrum L.P. and Washington
                         Oregon Wireless, LLC, filed as Exhibit 10.41 to Form
                         10-K of Alamosa Holdings, Inc. for the year ended
                         December 31, 2000, dated March 27, 2001, which exhibit
                         is incorporated herein by reference.

         10.42           Sprint Trademark and Service Mark License Agreement,
                         dated as of January 25, 1999, between Sprint
                         Communications Company, L.P. and Washington Oregon
                         Wireless, LLC, filed as Exhibit 10.42 to Form 10-K of
                         Alamosa Holdings, Inc. for the year ended December 31,
                         2000, dated March 27, 2001, which exhibit is
                         incorporated herein by reference.

         10.43           Sprint Spectrum Trademark and Service Mark License
                         Agreement, dated as of January 25, 1999, between Sprint
                         Spectrum L.P. and Washington Oregon Wireless, LLC,
                         filed as Exhibit 10.43 to Form 10-K of Alamosa
                         Holdings, Inc. for the year ended December 31, 2000,
                         dated March 27, 2001, which exhibit is incorporated
                         herein by reference.

         10.44+          Employment Agreement, effective as of July 24, 2000, by
                         and between Alamosa PCS Holdings, Inc. and Anthony
                         Sabatino, filed as Exhibit 10.44 to Form 10-K of
                         Alamosa Holdings, Inc. for the year ended December 31,
                         2000, dated March 27, 2001, which exhibit is
                         incorporated herein by reference.

         10.45           Addendum VI to Sprint PCS Management Agreement
                         (Wisconsin), dated March 30, 2001, by and between
                         Sprint Spectrum L.P., WirelessCo, L.P., Sprint
                         Communications Company, L.P. and Alamosa Wisconsin
                         Limited Partnership, as an amendment to Exhibit 10.5
                         above, filed as Exhibit 10.45 to the Registration
                         Statement on Form S-4, dated May 9, 2001 (Registration
                         No. 333-60572), of Alamosa (Delaware), Inc., which
                         exhibit is incorporated herein by reference.

         10.46           Addendum VII to Sprint PCS Management Agreement, dated
                         as of March 30, 2001, by and between Sprint Spectrum
                         L.P., WirelessCo, L.P., Sprint Communications Company,
                         L.P. and Texas Telecommunications, LP, as an amendment
                         to Exhibit 10.13 above, filed as Exhibit 10.46 to the
                         Registration Statement on Form S-4, dated May 9, 2001
                         (Registration No. 333-60572), of Alamosa (Delaware),
                         Inc., which exhibit is incorporated herein by
                         reference.

         10.47           Addendum IX to Sprint PCS Management Agreement, dated
                         as of March 30, 2001, by and between Sprint Spectrum
                         L.P., WirelessCo, L.P., Sprint Communications Company,
                         L.P. and Roberts Wireless Communications, as an
                         amendment to Exhibit 10.36 above, filed as Exhibit
                         10.47 to the Registration Statement on Form S-4, dated
                         May 9, 2001 (Registration No. 333-60572), of Alamosa
                         (Delaware), Inc., which exhibit is incorporated herein
                         by reference.

         10.48           Addendum IV to Sprint PCS Management Agreement, dated
                         as of March 30, 2001, by and between Sprint Spectrum
                         L.P., WirelessCo, L.P., Sprint Communications Company,
                         L.P. and Washington Oregon Wireless, LLC, as an
                         amendment to Exhibit 10.40 above, filed as Exhibit
                         10.48 to the Registration Statement on Form S-4, dated
                         May 9, 2001 (Registration No. 333-60572), of Alamosa
                         (Delaware), Inc., which exhibit is incorporated herein
                         by reference.

         10.49           Sprint PCS Management Agreement, dated March 30, 2001,
                         as amended by Addendum IV, by and between Sprint
                         Spectrum, L.P., SprintCom, Inc. and Southwest PCS,
                         L.P., filed as Exhibit 10.49 to the Registration
                         Statement on Form S-4, dated May 9, 2001 (Registration
                         No. 333-60572), of Alamosa (Delaware), Inc., which
                         exhibit is incorporated herein by reference.

         10.50           Sprint PCS Services Agreement, dated July 10, 1998,
                         between Sprint Spectrum L.P. and Southwest PCS, L.P.


                                        II-12
<PAGE>


         EXHIBIT
         NUMBER:         EXHIBIT TITLE

         10.51           Sprint Trademark and Service Mark License Agreement,
                         dated July 10, 1998, between Sprint Communications
                         Company, L.P. and Southwest PCS, L.P., filed as Exhibit
                         10.51 to the Registration Statement on Form S-4, dated
                         May 9, 2001 (Registration No. 333-60572), of Alamosa
                         (Delaware), Inc., which exhibit is incorporated herein
                         by reference.

         10.52           Sprint Spectrum Trademark and Service Mark License
                         Agreement, dated July 10, 1998, between Sprint Spectrum
                         L.P. and Southwest PCS, L.P., filed as Exhibit 10.52 to
                         the Registration Statement on Form S-4, dated May 9,
                         2001 (Registration No. 333-60572), of Alamosa
                         (Delaware), Inc., which exhibit is incorporated herein
                         by reference.

         10.53           Second Amendment, dated as of June 7, 2001, to the
                         Amended and Restated Credit Agreement, among Alamosa
                         Holdings, Inc., Alamosa (Delaware), Inc., Alamosa
                         Holdings, LLC, the Lenders party thereto, Export
                         Development Corporation, as co-documentation agent,
                         First Union National Bank, as documentation agent,
                         Toronto Dominion (Texas), Inc. as syndication agent and
                         Citicorp USA, Inc., as administrative and collateral
                         agent, as an amendment to Exhibit 10.23 above, filed as
                         Exhibit 10.55 to the Registration Statement on Form
                         S-1, dated July 31, 2001 (Registration No. 333-66358),
                         of Alamosa Holdings, Inc., which exhibit is
                         incorporated herein by reference.

         10.54           Third Amendment and Waiver, dated as of July 19, 2001,
                         to the Amended and Restated Credit Agreement, among
                         Alamosa Holdings, Inc., Alamosa (Delaware), Inc.,
                         Alamosa Holdings, LLC, Export Development Corporation,
                         as co-documentation agent, First Union National Bank,
                         as documentation agent, Toronto Dominion (Texas), Inc.
                         as syndication agent and Citicorp USA, Inc., as
                         administrative and collateral agent, as an amendment to
                         Exhibit 10.23 above, filed as Exhibit 10.56 to the
                         Registration Statement on Form S-1, dated July 31, 2001
                         (Registration No. 333-66358), of Alamosa Holdings,
                         Inc., which exhibit is incorporated herein by
                         reference.

         10.55++         Fourth Amendment and Waiver, dated as of August 6,
                         2001, to the Amended and Restated Credit Agreement,
                         among Alamosa Holdings, Inc., Alamosa (Delaware), Inc.,
                         Alamosa Holdings, LLC, the Lenders party thereto (the
                         "Lenders"), Export Development Corporation, as
                         co-documentation agent, First Union National Bank, as
                         documentation agent, Toronto Dominion (Texas), Inc., as
                         syndication agent, and Citicorp USA, Inc., as
                         administrative Agent and collateral Agent, as an
                         amendment to Exhibit 10.23 above.

         10.56++         Fifth Amendment and Consent, dated as of August 7, 2001
                         (this "Amendment"), to the Amended and Restated Credit
                         Agreement, among Alamosa Holdings, Inc., Alamosa
                         (Delaware), Inc., Alamosa Holdings, LLC, the Lenders
                         party thereto (the "Lenders"), Export Development
                         Corporation, as co-documentation agent, First Union
                         National Bank, as documentation agent, Toronto Dominion
                         (Texas), Inc., as syndication agent, and Citicorp USA,
                         Inc., as administrative Agent and collateral Agent, as
                         an amendment to Exhibit 10.23 above.

         10.57++         Security agreement, dated as of August 15, 2001, among
                         Alamosa (Delaware), Inc., a Delaware corporation, Wells
                         Fargo Bank Minnesota, N.A., as security agent, Wells
                         Fargo Bank Minnesota, N.A., as collateral agent for
                         Wells Fargo Bank Minnesota, N.A., as trustee under the
                         August 2001 Indenture (as to paragraph 6(b)), for Wells
                         Fargo Bank Minnesota, N.A., as trustee under the
                         January 2001 Indenture (as to paragraph 6(b)), and for
                         Wells Fargo Bank Minnesota, N.A., as trustee under the
                         2000 Indenture (as to paragraph 6(b)).

         12.1++          Statement Regarding the Computation of Ratio of
                         Earnings to Fixed Charges.

         21.1++          List of Subsidiaries.

         23.1++          Consent of PricewaterhouseCoopers.

         23.2++          Consent of Aldrich, Kilbride & Tatone, LLP.

         23.3++          Consent of Melman, Alton & Co.

         23.4+++         Consent of Skadden, Arps, Slate, Meagher & Flom LLP
                         (included in Exhibit 5.1 above).

         23.5++          Consent of PricewaterhouseCoopers.

         24.1++          Powers of Attorney (included as part of signature pages
                         to this registration statement).

         25.1++          Statement of Eligibility and Qualification on Form T-1
                         of Wells Fargo Bank Minnesota, N.A., as Trustee, under
                         the Indenture filed as Exhibit 4.4 hereto.

         99.1+++         Form of Letter of Transmittal.

         99.2+++         Form of Notice of Guaranteed Delivery.

         99.3+++         Form of Letter to Brokers.

         99.4+++         Form of Letter to Clients.


+        Exhibit is a management contract or compensatory plan.
++       Filed with this prospectus.
+++      To be filed by admendment.

ITEM 22.  UNDERTAKINGS

         (A) The undersigned Registrants hereby undertake:

                  (1) To file,  during any  period in which  offers or sales are
         being made, a post-effective amendment to this registration statement:

                           (i) To include any prospectus required by Section
                   10(a)(3) of the Securities Act of 1933;


                                      II-13

<PAGE>



                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the registration statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the registration
                  statement. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (if the total dollar
                  value of securities offered would not exceed that which was
                  registered) and any deviation from the low or high end of the
                  estimated maximum offering range may be reflected in the form
                  of prospectus filed with the Commission pursuant to Rule
                  424(b) if, in the aggregate, the changes in volume and price
                  represent no more than 20 percent change in the maximum
                  aggregate offering price set forth in the "Calculation of
                  Registration Fee" table in the effective registration
                  statement.

                           (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the registration statement or any material change to such
                  information in the registration statement;

                  (2) That, for the purpose of determining any liability under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (B) The undersigned Registrants hereby undertake:

                  Insofar as indemnification for liabilities arising under the
             Securities Act may be permitted to directors, officers and
             controlling persons of the Registrants pursuant to the foregoing
             provisions, or otherwise, the Registrants have been advised that
             in the opinion of the Securities and Exchange Commission such
             indemnification is against public policy as expressed in the
             Securities Act and is, therefore, unenforceable. In the event
             that a claim for indemnification against such liabilities (other
             than the payment by the Registrants of expenses incurred or paid
             by a director, officer or controlling person of the Registrants
             in the successful defense of any action, suit or proceeding) is
             asserted by such director, officer or controlling person in
             connection with the securities being registered, the Registrants
             will, unless in the opinion of its counsel the matter has been
             settled by controlling precedent, submit to a court of
             appropriate jurisdiction the question whether such
             indemnification by it is against public policy as expressed in
             the Securities Act and will be governed by the final adjudication
             of such issue.


                                      II-14

<PAGE>


         (C) The undersigned Registrants hereby undertake to respond to requests
for information that is incorporated by reference into the prospectus pursuant
to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated by first class mail or equally prompt
means. This includes information contained in documents filed subsequent to the
effective date of the registration statement through the date of responding to
the request.

         (D) The undersigned Registrants hereby undertake to supply by means of
a post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.






















                                      II-15
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Lubbock,
State of Texas, on August 28, 2001.


                                          ALAMOSA (DELAWARE), INC.


                                          /s/ David E. Sharbutt
                                          ----------------------------------
                                          David E. Sharbutt
                                          Chairman of the Board of Directors
                                          and Chief Executive Officer

                                POWER OF ATTORNEY

         We, the undersigned officers and directors of Alamosa (Delaware), Inc.,
hereby severally and individually constitute and appoint David E. Sharbutt, the
true and lawful attorney and agent (with full power of substitution and
resubstitution in each case) of each of us to execute in the name, place and
stead of each of us (individually and in any capacity stated below) any and all
amendments to this registration statement and all instruments necessary or
advisable in connection therewith and to file the same with the Securities and
Exchange Commission, said attorney and agent to have power to act and to have
full power and authority to do and perform in the name and on behalf of each of
the undersigned every act whatsoever necessary or advisable to be done in the
premises as fully and to all intents and purposes as any of the undersigned
might or could do in person and we hereby ratify and confirm our signatures as
they may be signed by our said attorney and agent to any and all such amendments
and instruments.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.


                                   /s/ David E. Sharbutt                8/28/01
                                   --------------------------------------------
                                   David E. Sharbutt                       Date
                                   Chairman of the Board of Directors
                                   and Chief Executive Officer
                                   (Principal Executive Officer)



                                   /s/ Kendall W. Cowan                 8/28/01
                                   ---------------------------------------------
                                   Kendall W. Cowan                        Date
                                   Chief Financial Officer
                                   (Principal Financial and Accounting Officer)





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

                                      II-16
<PAGE>



                                   /s/ Ray M. Clapp, Jr.                8/28/01
                                   ---------------------------------------------
                                   Ray M. Clapp, Jr.                       Date
                                   Director



                                   /s/ Scotty Hart                      8/28/01
                                   ---------------------------------------------
                                   Scotty Hart                             Date
                                   Director



                                   /s/ Thomas Hyde                      8/28/01
                                   ---------------------------------------------
                                   Thomas Hyde                             Date
                                   Director



                                   /s/ Schuyler B. Marshall             8/28/01
                                   ---------------------------------------------
                                   Schuyler B. Marshall                    Date
                                   Director



                                   /s/ Tom M. Phelps                    8/28/01
                                   ---------------------------------------------
                                   Tom M. Phelps                           Date
                                   Director



                                   /s/ Jimmy R. White                   8/28/01
                                   ---------------------------------------------
                                   Jimmy R. White                          Date
                                   Director



                                   /s/ Thomas F. Riley                  8/28/01
                                   ---------------------------------------------
                                   Thomas F. Riley                         Date
                                   Director




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



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

                                      II-17
<PAGE>


                                 EXHIBIT INDEX



         EXHIBIT
         NUMBER:         EXHIBIT TITLE

         2.1             Amended and Restated Agreement and Plan of
                         Reorganization, dated as of December 14, 2000, by and
                         among Alamosa PCS Holdings, Inc., Alamosa Holdings,
                         Inc., Alamosa (Delaware), Inc. and Alamosa Sub I, Inc.,
                         filed as Exhibit 2.1 to Amendment No. 1 to the
                         Registration State ment on Form S-4, dated January 12,
                         2001 (Registration No. 333-47916) of Alamosa Holdings,
                         Inc., which exhibit is incorporated herein by
                         reference.

         2.2             Amended and Restated Agreement and Plan of
                         Reorganization, dated as of July 31, 2000, by and among
                         Alamosa PCS Holdings, Inc., Alamosa Holdings, Inc.,
                         Alamosa Sub I, Inc., Roberts Wireless Communications,
                         LLC, and Members of Roberts Wireless Communications,
                         L.L.C., filed as Exhibit 2.2 to Amendment No. 1 to the
                         Registration Statement on Form S-4, dated January 12,
                         2001 (Registration No. 333-47916) of Alamosa Holdings,
                         Inc., which exhibit is incorporated herein by
                         reference.

         2.3             Amended and Restated Agreement and Plan of
                         Reorganization, dated as of July 31, 2000, by and among
                         Alamosa PCS Holdings, Inc., Alamosa Holdings, Inc.,
                         Alamosa Sub I, Inc., Washington Oregon Wireless, LLC,
                         Members of Washington Oregon Wireless, LLC and WOW
                         Holdings, LLC, filed as Exhibit 2.3 to Amendment No. 1
                         to the Registration Statement on Form S-4, dated
                         January 12, 2001 (Registration No. 333-47916) of
                         Alamosa Holdings, Inc., which exhibit is incorporated
                         herein by reference.

         2.4             Agreement and Plan of Merger, dated as of December 13,
                         2000, by and among Alamosa PCS Holdings, Inc., Twenty
                         Holdings, Inc. and Ten Acquisition, Inc., filed as
                         Exhibit 2.4 to Form 10-K of Alamosa Holdings, Inc. for
                         the year ended December 31, 2000, dated March 27, 2001,
                         which exhibit is incorporated herein by reference.

         2.5             Agreement and Plan of Merger, dated as of March 9,
                         2001, by and among Alamosa PCS Holdings, Inc., Forty
                         Acquisition, Inc., Southwest PCS Holdings, Inc.
                         ("Southwest") and the stockholders of Southwest, filed
                         as Exhibit 2.1 to the Current Report on Form 8-K, dated
                         April 5, 2001, of Alamosa Holdings, Inc., which exhibit
                         is incorporated herein by reference.

         3.1             Amended and Restated Certificate of Incorporation of
                         Alamosa (Delaware), Inc., filed as Exhibit 3.1 to Form
                         10-Q, for the quarter ended June 30, 2001, dated August
                         10, 2001, which exhibit is incorporated herein by
                         reference.

         3.2             Amended and Restated Bylaws of Alamosa (Delaware),
                         Inc., filed as Exhibit 3.2 to the Registration
                         Statement on Form S-4, dated May 9, 2001 (Registration
                         No. 333-60572), of Alamosa (Delaware), Inc., which
                         exhibit is incorporated herein by reference.

         4.1             Specimen Common Stock Certificate of Alamosa
                         (Delaware), filed as Exhibit 4.1 to the Registration
                         Statement on Form S-4, dated May 9, 2001.
                         (Registration No. 333-60572), of Alamosa (Delaware),
                         Inc., which exhibit is incorporated herein by
                         reference.


<PAGE>


         EXHIBIT
         NUMBER:         EXHIBIT TITLE

         4.2             Form of Indenture for 12 7/8% Senior Discount Notes due
                         2010, by and among Alamosa PCS Holdings, Inc., the
                         Subsidiary Guarantors party thereto and Norwest Bank
                         Minnesota, N.A., as trustee, filed as Exhibit 4.1 to
                         Amendment No. 2 to the Registration Statement on Form
                         S-1, dated February 1, 2000 (Registration No.
                         333-93499) of Alamosa (Delaware), Inc. (formerly
                         Alamosa PCS Holdings, Inc.), which exhibit is
                         incorporated herein by reference.

         4.3             Form of Global Note relating to the Senior Discount
                         Notes due 2010, filed as Exhibit 4.2 to the
                         Registration Statement on Form S-1, as amended
                         (Registration No. 333-93499) of Alamosa (Delaware),
                         Inc. (formerly Alamosa PCS Holdings, Inc.), which
                         exhibit is incorporated herein by reference.

         4.4             Indenture for 12 1/2% Senior Notes due 2011, dated as
                         of January 31, 2001, by and among Alamosa (Delaware),
                         Inc., the Subsidiary Guarantors party thereto and Wells
                         Fargo Bank Minnesota, N.A., as trustee, filed as
                         Exhibit 4.4 to Form 10-K of Alamosa Holdings, Inc. for
                         the year ended December 31, 2000, dated March 27, 2001,
                         which exhibit is incorporated herein by reference.

         4.5             Form of Global Note relating to the Senior Notes due
                         2011, filed as Exhibit 4.5 to Form 10-K of Alamosa
                         Holdings, Inc. for the year ended December 31, 2000,
                         dated March 27, 2001, which exhibit is incorporated
                         herein by reference.

         4.6             First Supplemental Indenture for 12 7/8% Senior
                         Discount Notes due 2010, dated as of January 31, 2001,
                         among Alamosa Finance, LLC, LLC, Alamosa Limited, LLC
                         and Wells Fargo Bank Minnesota, N.A., (formerly known
                         as Norwest Bank Minnesota, N.A.), as trustee, filed as
                         Exhibit 4.6 to Form 10-K of Alamosa Holdings, Inc. for
                         the year ended December 31, 2000, dated March 27, 2001,
                         which exhibit is incorporated herein by reference.

         4.7             First Supplemental Indenture for 12 1/2% Senior Notes
                         due 2011, dated as of February 14, 2001, among Roberts
                         Wireless Communications, L.L.C., Roberts Wireless
                         Properties, LLC, Washington Oregon Wireless, LLC,
                         Alamosa Holdings, LLC, Alamosa Properties, L.P.,
                         Alamosa (Wisconsin) Properties, LLC, Washington Oregon
                         Wireless Properties, LLC, Washington Oregon Wireless
                         Licenses, LLC and Wells Fargo Bank Minnesota, N.A.,
                         (formerly known as Norwest Bank Minnesota, N.A.), as
                         trustee, filed as Exhibit 4.7 to Form 10-K of Alamosa
                         Holdings, Inc. for the year ended December 31, 2000,
                         dated March 27, 2001, which exhibit is incorporated
                         herein by reference.



<PAGE>

         EXHIBIT
         NUMBER:         EXHIBIT TITLE

         4.8             Second Supplemental Indenture for 12 7/8% Senior
                         Discount Notes due 2010, dated as of February 14, 2001,
                         among Roberts Wireless Communications, L.L.C., Roberts
                         Wireless Properties, LLC, Washington Oregon Wireless,
                         LLC, Alamosa Holdings, LLC, Alamosa Properties, L.P.,
                         Alamosa (Wisconsin) Properties, LLC, Washington Oregon
                         Wireless Properties, LLC, Washington Oregon Wireless
                         Licenses, LLC and Wells Fargo Bank Minnesota, N.A.,
                         (formerly known as Norwest Bank Minnesota, N.A.), as
                         trustee, filed as Exhibit 4.8 to Form 10-K of Alamosa
                         Holdings, Inc. for the year ended December 31, 2000,
                         dated March 27, 2001, which exhibit is incorporated
                         herein by reference.

         4.9             Registration Rights Agreement, dated as of January 24,
                         2001, by and among Alamosa (Delaware), Inc. and Salomon
                         Smith Barney Inc., TD Securities (USA) Inc., Credit
                         Suisse First Boston Corporation, First Union
                         Securities, Inc., Lehman Brothers Inc., Scotia Capital
                         (USA) Inc., filed as Exhibit 4.9 to Form 10-K of
                         Alamosa Holdings, Inc. for the year ended December 31,
                         2000, dated March 27, 2001, which exhibit is
                         incorporated herein by reference.

         4.10            Third Supplemental Indenture for 12 7/8% Senior
                         Discount Notes due 2010, dated as of March 30, 2001,
                         among SWLP, L.L.C., SWGP, L.L.C., Southwest PCS, L.P.,
                         Southwest PCS Properties, LLC, Southwest PCS Licenses,
                         LLC and Wells Fargo Bank Minnesota, N.A., as trustee
                         filed as Exhibit 4.10 to the Registration Statement on
                         Form S-4 dated May 9, 2001 (Registration No.
                         333-60572), of Alamosa (Delaware), Inc., which exhibit
                         is incorporated herein by reference.

         4.11            Second Supplemental Indenture for 12 1/2% Senior Notes
                         due 2011, dated as of March 30, 2001, among SWLP,
                         L.L.C., SWGP, L.L.C., Southwest PCS, L.P., Southwest
                         PCS Properties, LLC, Southwest PCS Licenses, LLC and
                         Wells Fargo Bank Minnesota, N.A., as trustee filed as
                         Exhibit 4.11 to the Registration statement in Form S-4,
                         dated May 9, 2001 (Registration No. 333-60572), of
                         Alamosa (Delaware), Inc., which exhibit is herein
                         incorporated by reference.

         4.12++          Indenture for 13 5/8% Senior Notes due 2011, dated
                         August 15, 2001, among Alamosa (Delaware), the
                         Subsidiary Guarantors party thereto, and Wells Fargo
                         Bank Minnesota, N.A., as trustee.

         4.13++          Form of Global Note relating to the 13 5/8% Senior
                         Notes due 2011.

         4.14++          Registration Rights Agreement, dated August 7, 2001, by
                         and among Alamosa (Delaware), Salomon Smith Barney
                         Inc., TD Securities (USA) Inc., First Union Securities,
                         Inc., and Scotia Capital (USA) Inc., relating to the
                         13 5/8% Senior Notes due 2011.

         5.1+++          Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.

         10.1            CDMA 1900 SprintCom Additional Affiliate Agreement
                         dated as of December 21, 1998 by and between Alamosa
                         PCS, LLC and Northern Telecom, Inc., filed as Exhibit
                         10.1 to Amendment No. 3 to the Registration Statement
                         on Form S-1, dated February 1, 2000 (Registration No.
                         333-89995) of Alamosa (Delaware), Inc. (formerly
                         Alamosa PCS Holdings, Inc.), which exhibit is
                         incorporated herein by reference.

         10.2            Amendment No. 1 to DMS-MTX Cellular Supply Agreement
                         dated as of January 12, 1999 by and between Alamosa
                         PCS, LLC and Nortel Networks Inc. as an amendment to
                         Exhibit 10.1 described above, filed as Exhibit 10.2 to
                         Amendment No. 3 to the Registration Statement on Form
                         S-1, dated February 1, 2000 (Registration No.
                         333-89995) of Alamosa (Delaware), Inc. (formerly
                         Alamosa PCS Holdings, Inc.), which exhibit is
                         incorporated herein by reference.



<PAGE>


         10.3            Amendment No. 2 to DMS-MTX Cellular Supply Agreement,
                         dated as of March 1, 1999 by and between Alamosa PCS,
                         LLC and Nortel Networks Inc. as an amendment to
                         Exhibits 10.1 and 10.2 described above, filed as
                         Exhibit 10.3 to Amendment No. 3 to the Registration
                         Statement on Form S-1, dated February 1, 2000
                         (Registration No. 333-89995) of Alamosa (Delaware),
                         Inc. (formerly Alamosa PCS Holdings, Inc.), which
                         exhibit is incorporated herein by reference.

         10.4            Amendment No. 3 to DMS-MTX Cellular Supply Agreement,
                         dated as of August 11, 1999 by and between Alamosa PCS,
                         LLC and Nortel Networks Inc. as an amendment to
                         Exhibits 10.1, 10.2 and 10.3 described above, filed as
                         Exhibit 10.4 to Amendment No. 1 to the Registration
                         Statement on Form S-1, dated December 22, 1999
                         (Registration No. 333-89995) of Alamosa (Delaware),
                         Inc. (formerly Alamosa PCS Holdings, Inc.), which
                         exhibit is incorporated herein by reference.

         10.5            Sprint PCS Management Agreement (Wisconsin), as amended
                         by Addendum I, dated as of December 6, 1999 by and
                         between Sprint Spectrum, LP, WirelessCo, LP and Alamosa
                         Wisconsin Limited Partnership, filed as Exhibit 10.10
                         to Amendment No. 3 to the Registration Statement on
                         Form S-1, dated February 1, 2000 (Registration No.
                         333-89995) of Alamosa (Delaware), Inc. (formerly
                         Alamosa PCS Holdings, Inc.), which exhibit is
                         incorporated herein by reference.

         10.6            Sprint PCS Services Agreement (Wisconsin,) dated as of
                         December 6, 1999, by and between Sprint Spectrum, LP
                         and Alamosa Wisconsin Limited Partnership, filed as
                         Exhibit 10.11 to Amendment No. 3 to the Registration
                         Statement on Form S-1, dated February 1, 2000
                         (Registration No. 333-89995) of Alamosa (Delaware),
                         Inc. (formerly Alamosa PCS Holdings, Inc.), which
                         exhibit is incorporated herein by reference.

         10.7            Sprint Trademark and Service Mark License Agreement
                         (Wisconsin), dated as of December 6, 1999, by and
                         between Sprint Communications Company, LP and Alamosa
                         Wisconsin Limited Partnership, filed as Exhibit 10.12
                         to Amendment No. 3 to the Registration Statement on
                         Form S-1, dated February 1, 2000 (Registration No.
                         333-89995) of Alamosa (Delaware), Inc. (formerly
                         Alamosa PCS Holdings, Inc.), which exhibit is
                         incorporated herein by reference.

         10.8            Sprint Spectrum Trademark and Service Mark License
                         Agreement (Wisconsin), dated as of December 6, 1999, by
                         and between Sprint Spectrum, LP and Alamosa Wisconsin
                         Limited Partnership, filed as Exhibit 10.13 to
                         Amendment No. 3 to the Registration Statement on Form
                         S-1, dated February 1, 2000 (Registration No.
                         333-89995) of Alamosa (Delaware), Inc. (formerly
                         Alamosa PCS Holdings, Inc.), which exhibit is
                         incorporated herein by reference.



<PAGE>


         EXHIBIT
         NUMBER:         EXHIBIT TITLE

         10.9            Engineering Service Contract, System Design and
                         Construction Inspection, dated as of July 27, 1998, as
                         amended, by and between Alamosa PCS, LLC and Hicks &
                         Ragland Engineering Co., Inc., filed as Exhibit 10.14
                         to Amendment No. 1 to the Registration Statement on
                         Form S-1, dated December 22, 1999 (Registration No.
                         333-89995) of Alamosa (Delaware), Inc. (formerly
                         Alamosa PCS Holdings, Inc.), which exhibit is
                         incorporated herein by reference.

         10.10           Master Site Development and Lease Agreement, as
                         amended, dated as of August 1998, by and between
                         Alamosa PCS, LLC and Specialty Capital Services, Inc.,
                         filed as Exhibit 10.15 to Amendment No. 3 to the
                         Registration Statement on Form S-1, dated December 22,
                         1999 (Registration No. 333-89995) of Alamosa
                         (Delaware), Inc. (formerly Alamosa PCS Holdings, Inc.),
                         which exhibit is incorporated herein by reference.

         10.11+          Employment Agreement, effective as of October 1, 1999,
                         by and between Alamosa PCS LLC and David E. Sharbutt,
                         filed as Exhibit 10.20 to Amendment No. 2 to the
                         Registration Statement on Form S-1, dated January 19,
                         2000 (Registration No. 333-89995) of Alamosa
                         (Delaware), Inc. (formerly Alamosa PCS Holdings, Inc.),
                         which exhibit is incorporated herein by reference.

         10.12+          Employment Agreement, effective as of December 1, 1999,
                         by and between Alamosa PCS, LLC and Kendall W. Cowan,
                         filed as Exhibit 10.21 to Amendment No. 2 to the
                         Registration Statement on Form S-1, dated January 19,
                         2000 (Registration No. 333-89995) of Alamosa
                         (Delaware), Inc. (formerly Alamosa PCS Holdings, Inc.),
                         which exhibit is incorporated herein by reference.

         10.13           Sprint PCS Management Agreement, as amended by Addendum
                         I, dated as of December 23, 1999, by and between Sprint
                         Spectrum, LP, WirelessCo, LP, Cox Communications PCS,
                         L.P., Cox CPS License, LLC, SprintCom, Inc. and Alamosa
                         PCS, LLC, filed as Exhibit 10.22 to Amendment No. 3 to
                         the Registration Statement on Form S-1, dated January
                         19, 2000 (Registration No. 333-89995) of Alamosa
                         (Delaware), Inc. (formerly Alamosa PCS Holdings, Inc.),
                         which exhibit is incorporated herein by reference.

         10.14           Sprint PCS Services Agreement, dated as of December 23,
                         1999, by and between Sprint Spectrum, LP and Alamosa
                         PCS, LLC, filed as Exhibit 10.23 to Amendment No. 2 to
                         the Registration Statement on Form S-1, dated January
                         19, 2000 (Registration No. 333-89995) of Alamosa
                         (Delaware), Inc. (formerly Alamosa PCS Holdings, Inc.),
                         which exhibit is incorporated herein by reference.


                                      II-7

<PAGE>


         EXHIBIT
         NUMBER:         EXHIBIT TITLE

         10.15           Sprint Trademark and Service Mark License Agreement,
                         dated as of December 23, 1999 by and between Sprint
                         Communications Company, LP and Alamosa PCS, LLC, filed
                         as Exhibit 10.24 to Amendment No. 2 to the Registration
                         Statement on Form S-1, dated January 19, 2000
                         (Registration No. 333-89995) of Alamosa (Delaware),
                         Inc. (formerly Alamosa PCS Holdings, Inc.), which
                         exhibit is incorporated herein by reference.

         10.16           Sprint Spectrum Trademark and Service Mark Agreement,
                         dated as of December 23, 1999, by and between Sprint
                         Spectrum, LP and Alamosa PCS, LLC, filed as Exhibit
                         10.25 to Amendment No. 2 to the Registration Statement
                         on Form S-1, dated January 19, 2000 (Registration No.
                         333-89995) of Alamosa (Delaware), Inc. (formerly
                         Alamosa PCS Holdings, Inc.), which exhibit is
                         incorporated herein by reference.

         10.17           Amendment No. 4 to DMS-MTX Cellular Supply Agreement by
                         and between Alamosa PCS, LLC and Nortel Networks Inc.
                         as an amendment to Exhibits 10.1, 10.2, 10.3 and 10.4
                         described above, effective as of February 8, 2000,
                         filed as Exhibit 10.20 to Form 10-K of Alamosa
                         (Delaware), Inc. (formerly Alamosa PCS Holdings, Inc.),
                         for the year ended December 31, 1999, dated March 23,
                         2000 which exhibit is incorporated herein by reference.

         10.18+          Amended and Restated Employment Agreement effective as
                         of October 1, 1999 by and between Alamosa PCS, LLC and
                         Jerry Brantley, filed as Exhibit 10.29 to Amendment No.
                         2 to the Registration Statement on Form S-1, dated
                         January 19, 2000 (Registration No. 333-89995) of
                         Alamosa (Delaware), Inc. (formerly Alamosa PCS
                         Holdings, Inc.), which exhibit is incorporated herein
                         by reference.

         10.19+          Amended and Restated Employment Agreement, effective as
                         of October 1, 1999, by and between Alamosa PCS, LLC and
                         W. Don Stull, filed as Exhibit 10.21 to the
                         Registration Statement on Form S-4, dated October 12,
                         2000 (Registration No. 333-47916) of Alamosa Holdings,
                         Inc., which exhibit is incorporated herein by
                         reference.

         10.20           Amended and Restated Master Design Build Agreement,
                         dated as of March 21, 2000, by and between Texas
                         Telecommunications, L.P. and Alamosa Wisconsin Limited
                         Partnership and SBA Towers, Inc., filed as Exhibit
                         10.23 to Form 10-K of Alamosa (Delaware), Inc.
                         (formerly Alamosa PCS Holdings, Inc.), for the year
                         ended December 31, 1999, dated March 23, 2000 which
                         exhibit is incorporated herein by reference.

         10.21+          Employment Agreement effective as of June 1, 2000, by
                         and between Alamosa, Texas Telecommunications, LP and
                         Loyd Rinehart, filed as Exhibit 10.25 to the
                         Registration Statement on Form S-4, dated October 12,
                         2001 (Registration No. 333-47916) of Alamosa Holdings,
                         Inc., which exhibit is incorporated herein by
                         reference.


                                      II-8

<PAGE>

         EXHIBIT
         NUMBER:         EXHIBIT TITLE

         10.22           Security Agreement, dated as of January 31, 2001, by
                         and among Alamosa (Delaware), Inc., Wells Fargo Bank
                         Minnesota, N.A., as security agent, Wells Fargo Bank
                         Minnesota, N.A., as collateral agent, (or Wells Fargo
                         Bank Minnesota, N.A., as trustee under the 2001
                         Indenture (as to paragraph 6(b)) and Wells Fargo Bank
                         Minnesota, N.A., as trustee under the 2000 Indenture
                         (as to paragraph 6(b)), filed as Exhibit 10.22 to Form
                         10-K of Alamosa Holdings, Inc. for the year ended
                         December 31, 2000, dated March 27, 2001, which exhibit
                         is incorporated herein by reference.

         10.23           Amended and Restated Credit Agreement, dated as of
                         March 30, 2001, by and among Alamosa Holdings, LLC,
                         Alamosa Holdings, Inc., Alamosa (Delaware), Inc., the
                         lenders party thereto, Citicorp USA, Inc., as
                         administrative and collateral agent, Export Development
                         Corporation, as co-documentation agent, First Union
                         National Bank, as documentation agent, Toronto Dominion
                         (Texas), Inc. as syndication agent, Export Development
                         Corporation and First Union Securities, Inc., as lead
                         arrangers and Salomon Smith Barney Inc. and TD
                         Securities (USA) Inc. as joint lead arrangers and joint
                         book managers, for a $333,000,000 credit facility, as
                         amended by the First Amendment and Waiver dated May 8,
                         2001 (attached thereto), filed as Exhibit 10.23, to
                         Amendment No. 1 to the Registration Statement on Form
                         S-4 dated June 8, 2001 (Registration No. 333-60572), of
                         Alamosa (Delaware), Inc., which exhibit is herein
                         incorporated by reference.

         10.24           Amended and Restated Security Agreement, dated as of
                         March 30, 2001, by and among Alamosa (Delaware), Inc.,
                         Alamosa Holdings, LLC, each subsidiary of Alamosa
                         (Delaware), Inc. listed on Schedule I thereto, and
                         Citicorp USA, Inc., as collateral agent, filed as
                         Exhibit 10.24 to the Registration Statement on Form
                         S-4, dated May 9, 2001 (Registration No. 333-60572), of
                         Alamosa (Delaware), Inc., which exhibit is incorporated
                         herein by reference.

         10.25           Amended and Restated Pledge Agreement, dated as of
                         March 30, 2001, among Alamosa (Delaware), Inc., Alamosa
                         Holdings, LLC, each Subsidiary of Alamosa (Delaware),
                         Inc. listed on Schedule I thereto and Citicorp USA,
                         Inc., as collateral agent, filed as Exhibit 10.25 to
                         the Registration Statement on Form S-4, dated May 9,
                         2001 (Registration No. 333-60572), of Alamosa
                         (Delaware), Inc., which exhibit is incorporated herein
                         by reference.

         10.26           Amended and Restated Consent and Agreement, dated as of
                         March 30, 2001, by and among Sprint Spectrum L.P.,
                         SprintCom, Inc., Sprint Communications Company, L.P.,
                         Cox Communications PCS, L.P., Cox PCS License, LLC,
                         WirelessCo, L.P., and Citicorp USA, Inc., as
                         administrative agent, filed as Exhibit 10.26 to the
                         Registration Statement on Form S-4, dated May 9, 2001
                         (Registration No. 333-60572), of Alamosa (Delaware),
                         Inc., which exhibit is incorporated herein by
                         reference.

         10.27           Addendum II to Sprint PCS Management Agreement
                         (Wisconsin), dated as of February 8, 2000, by and
                         between Sprint Spectrum L.P., WirelessCo, L.P., Sprint
                         Communications Company, L.P., and Alamosa Wisconsin
                         Limited Partnership as an amendment to Exhibit 10.5
                         above, filed as Exhibit 10.27 to Form 10-K of Alamosa
                         Holdings, Inc. for the year ended December 31, 2000,
                         dated March 27, 2001, which exhibit is incorporated
                         herein by reference.



<PAGE>

         EXHIBIT
         NUMBER:         EXHIBIT TITLE

         10.28           Addendum III to Sprint PCS Management Agreement
                         (Wisconsin), dated as of April 25, 2000, by and between
                         Sprint Spectrum L.P., WirelessCo, L.P., Sprint
                         Communications Company, L.P., and Alamosa Wisconsin
                         Limited Partnership as an amendment to Exhibit 10.5
                         above, filed as Exhibit 10.28 to Form 10-K of Alamosa
                         Holdings, Inc. for the year ended December 31, 2000,
                         dated March 27, 2001, which exhibit is incorporated
                         herein by reference.

         10.29           Addendum IV to Sprint PCS Management Agreement
                         (Wisconsin), dated as of June 23, 2000, by and between
                         Sprint Spectrum L.P., WirelessCo, L.P., Sprint
                         Communications Company, L.P., and Alamosa Wisconsin
                         Limited Partnership as an amendment to Exhibit 10.5
                         above, filed as Exhibit 10.29 to Form 10-K of Alamosa
                         Holdings, Inc. for the year ended December 31, 2000,
                         dated March 27, 2001, which exhibit is incorporated
                         herein by reference.

         10.30           Addendum V to Sprint PCS Management Agreement
                         (Wisconsin), dated as of February 14, 2001, by and
                         between Sprint Spectrum L.P., WirelessCo, L.P., Sprint
                         Communications Company, L.P., and Alamosa Wisconsin
                         Limited Partnership as an amendment to Exhibit 10.5
                         above, filed as Exhibit 10.30 to Form 10-K of Alamosa
                         Holdings, Inc. for the year ended December 31, 2000,
                         dated March 27, 2001, which exhibit is incorporated
                         herein by reference.

         10.31           Addendum II to Sprint PCS Management Agreement, dated
                         as of February 8, 2000, by and between Sprint Spectrum
                         L.P., WirelessCo, L.P., Sprint Communications Company,
                         L.P., and Texas Telecommunications, LP as an amendment
                         to Exhibit 10.13 above, filed as Exhibit 10.31 to Form
                         10-K of Alamosa Holdings, Inc. for the year ended
                         December 31, 2000, dated March 27, 2001, which exhibit
                         is incorporated herein by reference.

         10.32           Addendum III to Sprint PCS Management Agreement, dated
                         as of April 25, 2000, by and between Sprint Spectrum
                         L.P., WirelessCo, L.P., Sprint Communications Company,
                         L.P., and Texas Telecommunications, LP as an amendment
                         to Exhibit 10.13 above, filed as Exhibit 10.32 to Form
                         10-K of Alamosa Holdings, Inc. for the year ended
                         December 31, 2000, dated March 27, 2001, which exhibit
                         is incorporated herein by reference.

         10.33           Addendum IV to Sprint PCS Management Agreement, dated
                         as of June 23, 20001, by and between Sprint Spectrum
                         L.P., WirelessCo, L.P., Sprint Communications Company,
                         L.P., and Texas Telecommunications, LP as an amendment
                         to Exhibit 10.13 above, filed as Exhibit 10.33 to Form
                         10-K of Alamosa Holdings, Inc. for the year ended
                         December 31, 2000, dated March 27, 2001, which exhibit
                         is incorporated herein by reference.



<PAGE>


         EXHIBIT
         NUMBER:         EXHIBIT TITLE

         10.34           Addendum V to Sprint PCS Management Agreement, dated as
                         of January 8, 2001, by and between Sprint Spectrum
                         L.P., WirelessCo, L.P., Sprint Communications Company,
                         L.P., and Texas Telecommunications, LP as an amendment
                         to Exhibit 10.13 above, filed as Exhibit 10.34 to Form
                         10-K of Alamosa Holdings, Inc. for the year ended
                         December 31, 2000, dated March 27, 2001, which exhibit
                         is incorporated herein by reference.

         10.35           Addendum VI to Sprint PCS Management Agreement, dated
                         as of February 14, 2001, by and between Sprint Spectrum
                         L.P., WirelessCo, L.P., Sprint Communications Company,
                         L.P., and Texas Telecommunications, LP as an amendment
                         to Exhibit 10.13 above, filed as Exhibit 10.35 to Form
                         10-K of Alamosa Holdings, Inc. for the year ended
                         December 31, 2000, dated March 27, 2001, which exhibit
                         is incorporated herein by reference.

         10.36           Sprint PCS Management Agreement, dated as of June 8,
                         1998, as amended by Addendum I - VIII, between Sprint
                         Spectrum L.P., SprintCom, Inc. and Roberts Wireless
                         Communications, L.L.C, filed as Exhibit 10.36 to Form
                         10-K of Alamosa Holdings, Inc. for the year ended
                         December 31, 2000, dated March 27, 2001, which exhibit
                         is incorporated herein by reference.

         10.37           Sprint PCS Services Agreement, dated as of June 8,
                         1998, between Sprint Spectrum L.P. and Roberts Wireless
                         Communications, L.L.C., filed as Exhibit 10.37 to Form
                         10-K of Alamosa Holdings, Inc. for the year ended
                         December 31, 2000, dated March 27, 2001, which exhibit
                         is incorporated herein by reference.

         10.38           Sprint Trademark and Service Mark License Agreement,
                         dated as of June 8, 1998, between Sprint Communications
                         Company, L.P. and Roberts Wireless Communications,
                         L.L.C., filed as Exhibit 10.38 to Form 10-K of Alamosa
                         Holdings, Inc. for the year ended December 31, 2000,
                         dated March 27, 2001, which exhibit is incorporated
                         herein by reference.

         10.39           Sprint Spectrum Trademark and Service Mark License
                         Agreement, dated as of December 8, 1998, between Sprint
                         Spectrum L.P. and Roberts Wireless Communications,
                         L.L.C., filed as Exhibit 10.39 to Form 10-K of Alamosa
                         Holdings, Inc. for the year ended December 31, 2000,
                         dated March 27, 2001, which exhibit is incorporated
                         herein by reference.

         10.40           Sprint PCS Management Agreement, dated as of January
                         25, 1999, as amended by Addendum I - III, between
                         Sprint Spectrum L.P., WirelessCo, L.P. and Washington
                         Oregon Wireless, LLC, filed as Exhibit 10.40 to Form
                         10-K of Alamosa Holdings, Inc. for the year ended
                         December 31, 2000, dated March 27, 2001, which exhibit
                         is incorporated herein by reference.



<PAGE>

         EXHIBIT
         NUMBER:         EXHIBIT TITLE

         10.41           Sprint PCS Services Agreement, dated as of January 25,
                         1999, between Sprint Spectrum L.P. and Washington
                         Oregon Wireless, LLC, filed as Exhibit 10.41 to Form
                         10-K of Alamosa Holdings, Inc. for the year ended
                         December 31, 2000, dated March 27, 2001, which exhibit
                         is incorporated herein by reference.

         10.42           Sprint Trademark and Service Mark License Agreement,
                         dated as of January 25, 1999, between Sprint
                         Communications Company, L.P. and Washington Oregon
                         Wireless, LLC, filed as Exhibit 10.42 to Form 10-K of
                         Alamosa Holdings, Inc. for the year ended December 31,
                         2000, dated March 27, 2001, which exhibit is
                         incorporated herein by reference.

         10.43           Sprint Spectrum Trademark and Service Mark License
                         Agreement, dated as of January 25, 1999, between Sprint
                         Spectrum L.P. and Washington Oregon Wireless, LLC,
                         filed as Exhibit 10.43 to Form 10-K of Alamosa
                         Holdings, Inc. for the year ended December 31, 2000,
                         dated March 27, 2001, which exhibit is incorporated
                         herein by reference.

         10.44+          Employment Agreement, effective as of July 24, 2000, by
                         and between Alamosa PCS Holdings, Inc. and Anthony
                         Sabatino, filed as Exhibit 10.44 to Form 10-K of
                         Alamosa Holdings, Inc. for the year ended December 31,
                         2000, dated March 27, 2001, which exhibit is
                         incorporated herein by reference.

         10.45           Addendum VI to Sprint PCS Management Agreement
                         (Wisconsin), dated March 30, 2001, by and between
                         Sprint Spectrum L.P., WirelessCo, L.P., Sprint
                         Communications Company, L.P. and Alamosa Wisconsin
                         Limited Partnership, as an amendment to Exhibit 10.5
                         above, filed as Exhibit 10.45 to the Registration
                         Statement on Form S-4, dated May 9, 2001 (Registration
                         No. 333-60572), of Alamosa (Delaware), Inc., which
                         exhibit is incorporated herein by reference.

         10.46           Addendum VII to Sprint PCS Management Agreement, dated
                         as of March 30, 2001, by and between Sprint Spectrum
                         L.P., WirelessCo, L.P., Sprint Communications Company,
                         L.P. and Texas Telecommunications, LP, as an amendment
                         to Exhibit 10.13 above, filed as Exhibit 10.46 to the
                         Registration Statement on Form S-4, dated May 9, 2001
                         (Registration No. 333-60572), of Alamosa (Delaware),
                         Inc., which exhibit is incorporated herein by
                         reference.

         10.47           Addendum IX to Sprint PCS Management Agreement, dated
                         as of March 30, 2001, by and between Sprint Spectrum
                         L.P., WirelessCo, L.P., Sprint Communications Company,
                         L.P. and Roberts Wireless Communications, as an
                         amendment to Exhibit 10.36 above, filed as Exhibit
                         10.47 to the Registration Statement on Form S-4, dated
                         May 9, 2001 (Registration No. 333-60572), of Alamosa
                         (Delaware), Inc., which exhibit is incorporated herein
                         by reference.

         10.48           Addendum IV to Sprint PCS Management Agreement, dated
                         as of March 30, 2001, by and between Sprint Spectrum
                         L.P., WirelessCo, L.P., Sprint Communications Company,
                         L.P. and Washington Oregon Wireless, LLC, as an
                         amendment to Exhibit 10.40 above, filed as Exhibit
                         10.48 to the Registration Statement on Form S-4, dated
                         May 9, 2001 (Registration No. 333-60572), of Alamosa
                         (Delaware), Inc., which exhibit is incorporated herein
                         by reference.

         10.49           Sprint PCS Management Agreement, dated March 30, 2001,
                         as amended by Addendum IV, by and between Sprint
                         Spectrum, L.P., SprintCom, Inc. and Southwest PCS,
                         L.P., filed as Exhibit 10.49 to the Registration
                         Statement on Form S-4, dated May 9, 2001 (Registration
                         No. 333-60572), of Alamosa (Delaware), Inc., which
                         exhibit is incorporated herein by reference.

         10.50           Sprint PCS Services Agreement, dated July 10, 1998,
                         between Sprint Spectrum L.P. and Southwest PCS, L.P.



<PAGE>


         EXHIBIT
         NUMBER:         EXHIBIT TITLE

         10.51           Sprint Trademark and Service Mark License Agreement,
                         dated July 10, 1998, between Sprint Communications
                         Company, L.P. and Southwest PCS, L.P., filed as Exhibit
                         10.51 to the Registration Statement on Form S-4, dated
                         May 9, 2001 (Registration No. 333-60572), of Alamosa
                         (Delaware), Inc., which exhibit is incorporated herein
                         by reference.

         10.52           Sprint Spectrum Trademark and Service Mark License
                         Agreement, dated July 10, 1998, between Sprint Spectrum
                         L.P. and Southwest PCS, L.P., filed as Exhibit 10.52 to
                         the Registration Statement on Form S-4, dated May 9,
                         2001 (Registration No. 333-60572), of Alamosa
                         (Delaware), Inc., which exhibit is incorporated herein
                         by reference.

         10.53           Second Amendment, dated as of June 7, 2001, to the
                         Amended and Restated Credit Agreement, among Alamosa
                         Holdings, Inc., Alamosa (Delaware), Inc., Alamosa
                         Holdings, LLC, the Lenders party thereto, Export
                         Development Corporation, as co-documentation agent,
                         First Union National Bank, as documentation agent,
                         Toronto Dominion (Texas), Inc. as syndication agent and
                         Citicorp USA, Inc., as administrative and collateral
                         agent, as an amendment to Exhibit 10.23 above, filed as
                         Exhibit 10.55 to the Registration Statement on Form
                         S-1, dated July 31, 2001 (Registration No. 333-66358),
                         of Alamosa Holdings, Inc., which exhibit is
                         incorporated herein by reference.

         10.54           Third Amendment and Waiver, dated as of July 19, 2001,
                         to the Amended and Restated Credit Agreement, among
                         Alamosa Holdings, Inc., Alamosa (Delaware), Inc.,
                         Alamosa Holdings, LLC, Export Development Corporation,
                         as co-documentation agent, First Union National Bank,
                         as documentation agent, Toronto Dominion (Texas), Inc.
                         as syndication agent and Citicorp USA, Inc., as
                         administrative and collateral agent, as an amendment to
                         Exhibit 10.23 above, filed as Exhibit 10.56 to the
                         Registration Statement on Form S-1, dated July 31, 2001
                         (Registration No. 333-66358), of Alamosa Holdings,
                         Inc., which exhibit is incorporated herein by
                         reference.

         10.55++         Fourth Amendment and Waiver, dated as of August 6,
                         2001, to the Amended and Restated Credit Agreement,
                         among Alamosa Holdings, Inc., Alamosa (Delaware), Inc.,
                         Alamosa Holdings, LLC, the Lenders party thereto (the
                         "Lenders"), Export Development Corporation, as
                         co-documentation agent, First Union National Bank, as
                         documentation agent, Toronto Dominion (Texas), Inc., as
                         syndication agent, and Citicorp USA, Inc., as
                         administrative Agent and collateral Agent, as an
                         amendment to Exhibit 10.23 above.

         10.56++         Fifth Amendment and Consent, dated as of August 7, 2001
                         (this "Amendment"), to the Amended and Restated Credit
                         Agreement, among Alamosa Holdings, Inc., Alamosa
                         (Delaware), Inc., Alamosa Holdings, LLC, the Lenders
                         party thereto (the "Lenders"), Export Development
                         Corporation, as co-documentation agent, First Union
                         National Bank, as documentation agent, Toronto Dominion
                         (Texas), Inc., as syndication agent, and Citicorp USA,
                         Inc., as administrative Agent and collateral Agent, as
                         an amendment to Exhibit 10.23 above.

         10.57++         Security agreement, dated as of August 15, 2001, among
                         Alamosa (Delaware), Inc., a Delaware corporation, Wells
                         Fargo Bank Minnesota, N.A., as security agent, Wells
                         Fargo Bank Minnesota, N.A., as collateral agent for
                         Wells Fargo Bank Minnesota, N.A., as trustee under the
                         August 2001 Indenture (as to paragraph 6(b)), for Wells
                         Fargo Bank Minnesota, N.A., as trustee under the
                         January 2001 Indenture (as to paragraph 6(b)), and for
                         Wells Fargo Bank Minnesota, N.A., as trustee under the
                         2000 Indenture (as to paragraph 6(b)).

         12.1++          Statement Regarding the Computation of Ratio of
                         Earnings to Fixed Charges.

         21.1++          List of Subsidiaries.

         23.1++          Consent of PricewaterhouseCoopers.

         23.2++          Consent of Aldrich, Kilbride & Tatone, LLP.

         23.3++          Consent of Melman, Alton & Co.

         23.4+++         Consent of Skadden, Arps, Slate, Meagher & Flom LLP
                         (included in Exhibit 5.1 above).

         23.5++          Consent of PricewaterhouseCoopers.

         24.1++          Powers of Attorney (included as part of signature pages
                         to this registration statement).

         25.1++          Statement of Eligibility and Qualification on Form T-1
                         of Wells Fargo Bank Minnesota, N.A., as Trustee, under
                         the Indenture filed as Exhibit 4.4 hereto.

         99.1+++         Form of Letter of Transmittal.

         99.2+++         Form of Notice of Guaranteed Delivery.

         99.3+++         Form of Letter to Brokers.

         99.4+++         Form of Letter to Clients.


+        Exhibit is a management contract or compensatory plan.
++       Filed with this prospectus.
+++      To be filed by admendment.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.12
<SEQUENCE>3
<FILENAME>file002.txt
<DESCRIPTION>INDENTURE
<TEXT>
<PAGE>

                                                                    Exhibit 4.12








                            ALAMOSA (DELAWARE), INC.

                         13(5/8)% Senior Notes due 2011




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



                                    INDENTURE



                           Dated as of August 15, 2001




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





                        WELLS FARGO BANK MINNESOTA, N.A.,

                                     Trustee



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



<PAGE>


                                TABLE OF CONTENTS

                                                                          Page
                                                                          ----

                                    ARTICLE I

                   Definitions and Incorporation by Reference

SECTION 1.01.  Definitions...................................................1
SECTION 1.02.  Other Definitions............................................29
SECTION 1.03.  Incorporation by Reference of Trust Indenture Act............30
SECTION 1.04.  Rules of Construction........................................31


                                   ARTICLE II

                                 The Securities

SECTION 2.01.  Form and Dating..............................................31
SECTION 2.02.  Execution and Authentication.................................32
SECTION 2.03.  Registrar and Paying Agent...................................32
SECTION 2.04.  Paying Agent To Hold Money in Trust..........................33
SECTION 2.05.  Securityholder Lists.........................................33
SECTION 2.06.  Replacement Securities.......................................33
SECTION 2.07.  Outstanding Securities.......................................33
SECTION 2.08.  Temporary Securities.........................................34
SECTION 2.09.  Cancelation..................................................34
SECTION 2.10.  Defaulted Interest...........................................34
SECTION 2.11.  CUSIP Numbers................................................34


                                   ARTICLE III

                                   Redemption

SECTION 3.01.  Notices to Trustee...........................................35
SECTION 3.02.  Selection of Securities To Be Redeemed.......................35
SECTION 3.03.  Notice of Redemption.........................................35
SECTION 3.04.  Effect of Notice of Redemption...............................36
SECTION 3.05.  Deposit of Redemption Price..................................36
SECTION 3.06.  Securities Redeemed in Part..................................36


                                   ARTICLE IV

                                    Covenants

SECTION 4.01.  Payment of Securities........................................37
SECTION 4.02.  SEC Reports..................................................37
SECTION 4.03.  Limitation on Debt...........................................37
SECTION 4.04.  Limitation on Restricted Payments............................40
SECTION 4.05.  Limitation on Liens..........................................43



                                        i

<PAGE>

SECTION 4.06.  Limitation on Issuance or Sale of Capital Stock of
                    Restricted Subsidiaries.................................43
SECTION 4.07.  Limitation on Asset Sales....................................44
SECTION 4.08.  Limitation on Restrictions on Distributions from
                    Restricted Subsidiaries.................................48
SECTION 4.09.  Limitation on Transactions with Affiliates...................49
SECTION 4.10.  Limitation on Layered Debt...................................51
SECTION 4.11.  Designation of Restricted and Unrestricted Subsidiaries......51
SECTION 4.12.  Limitation on Sale and Leaseback Transactions................52
SECTION 4.13.  Limitation on Company's Business.............................53
SECTION 4.14.  Change of Control............................................53
SECTION 4.15.  Future Subsidiary Guarantors.................................55
SECTION 4.16.  Compliance Certificate.......................................55
SECTION 4.17.  Further Instruments and Acts.................................55


                                    ARTICLE V

                                Successor Company

SECTION 5.01.  When Company May Merge or Transfer Assets....................55
SECTION 5.02.  When a Subsidiary Guarantor May Merge or Transfer Assets.....56


                                   ARTICLE VI

                              Defaults and Remedies

SECTION 6.01.  Events of Default............................................58
SECTION 6.02.  Acceleration.................................................60
SECTION 6.03.  Other Remedies...............................................60
SECTION 6.04.  Waiver of Past Defaults......................................61
SECTION 6.05.  Control by Majority..........................................61
SECTION 6.06.  Limitation on Suits..........................................61
SECTION 6.07.  Rights of Holders To Receive Payment.........................62
SECTION 6.08.  Collection Suit by Trustee...................................62
SECTION 6.09.  Trustee May File Proofs of Claim.............................62
SECTION 6.10.  Priorities...................................................62
SECTION 6.11.  Undertaking for Costs........................................63
SECTION 6.12.  Waiver of Stay or Extension Laws.............................63


                                   ARTICLE VII

                                     Trustee

SECTION 7.01.  Duties of Trustee............................................63
SECTION 7.02.  Rights of Trustee............................................64
SECTION 7.03.  Individual Rights of Trustee.................................65
SECTION 7.04.  Trustee's Disclaimer.........................................65
SECTION 7.05.  Notice of Defaults...........................................65
SECTION 7.06.  Reports by Trustee to Holders................................66



                                       ii

<PAGE>

SECTION 7.07.  Compensation and Indemnity...................................66
SECTION 7.08.  Replacement of Trustee.......................................67
SECTION 7.09.  Successor Trustee by Merger..................................68
SECTION 7.10.  Eligibility; Disqualification................................68
SECTION 7.11.  Preferential Collection of Claims Against Company............68


                                  ARTICLE VIII

                       Discharge of Indenture; Defeasance

SECTION 8.01.  Discharge of Liability on Securities; Defeasance.............69
SECTION 8.02.  Conditions to Defeasance.....................................70
SECTION 8.03.  Application of Trust Money...................................71
SECTION 8.04.  Repayment to Company.........................................71
SECTION 8.05.  Indemnity for Government Obligations.........................71
SECTION 8.06.  Reinstatement................................................71


                                   ARTICLE IX

                                   Amendments

SECTION 9.01.  Without Consent of Holders...................................72
SECTION 9.02.  With Consent of Holders......................................73
SECTION 9.03.  Compliance with Trust Indenture Act..........................74
SECTION 9.04.  Revocation and Effect of Consents and Waivers................74
SECTION 9.05.  Notation on or Exchange of Securities........................75
SECTION 9.06.  Trustee To Sign Amendments...................................75
SECTION 9.07.  Payment for Consent..........................................75


                                    ARTICLE X

                              Subsidiary Guarantees

SECTION 10.01.  Subsidiary Guarantees.......................................75
SECTION 10.02.  Contribution................................................77
SECTION 10.03.  Successors and Assigns......................................78
SECTION 10.04.  No Waiver...................................................78
SECTION 10.05.  Modification................................................78
SECTION 10.06.  Execution of Supplemental Indenture for Future
                     Subsidiary Guarantors..................................78


                                   ARTICLE XI

                     Subordination of Subsidiary Guarantees

SECTION 11.01.  Agreement To Subordinate....................................79
SECTION 11.02.  Liquidation, Dissolution, Bankruptcy........................79



                                       iii

<PAGE>

SECTION 11.03.  Default on Designated Senior Debt of Subsidiary Guarantor...80
SECTION 11.04.  Demand for Payment..........................................80
SECTION 11.05.  When Distribution Must Be Paid Over.........................81
SECTION 11.06.  Subrogation.................................................81
SECTION 11.07.  Relative Rights.............................................81
SECTION 11.08.  Subordination May Not Be Impaired by Subsidiary Guarantor...81
SECTION 11.09.  Rights of Trustee and Paying Agent..........................81
SECTION 11.10.  Distribution or Notice to Representative....................82
SECTION 11.11.  Article XI Not To Prevent Events of Default Under a
                     Subsidiary Guaranty or Limit Right To Demand Payment...82
SECTION 11.12.  Trustee Entitled To Rely....................................82
SECTION 11.13.  Trustee To Effectuate Subordination.........................83
SECTION 11.14.  Trustee Not Fiduciary for Holders of Designated Senior
                     Debt of Subsidiary Guarantor...........................83
SECTION 11.15.  Reliance by Holders of Designated Senior
                     Debt on Subordination Provisions.......................83


                                   ARTICLE XII

                                  Miscellaneous

SECTION 12.01.  Trust Indenture Act Controls................................84
SECTION 12.02.  Notices.....................................................84
SECTION 12.03.  Communication by Holders with Other Holders.................85
SECTION 12.04.  Certificate and Opinion as to Conditions Precedent..........85
SECTION 12.05.  Statements Required in Certificate or Opinion...............85
SECTION 12.06.  When Securities Disregarded.................................85
SECTION 12.07.  Rules by Trustee, Paying Agent and Registrar................86
SECTION 12.08.  Legal Holidays..............................................86
SECTION 12.09.  Governing Law...............................................86
SECTION 12.10.  No Recourse Against Others..................................86
SECTION 12.11.  Successors..................................................86
SECTION 12.12.  Multiple Originals..........................................86
SECTION 12.13.  Table of Contents; Headings.................................86


Appendix A      Provisions Relating to Securities
Exhibit A       Form of Security
Exhibit B       Form of New Security
Exhibit C       Form of Transferee Letter of Representation




                                       iv

<PAGE>

                              CROSS-REFERENCE TABLE

  TIA                                                                 Indenture
Section                                                                Section
                                                                       -------

310 (a)(1)...............................................................7.10
    (a)(2)...............................................................7.10
    (a)(3)...............................................................N.A.
    (a)(4)...............................................................N.A.
    (b)   ...............................................................7.08;
                                                                         7.10
    (c)   ...............................................................N.A.
311 (a)   ...............................................................7.11
    (b)   ...............................................................7.11
    (c)   ...............................................................N.A.
312 (a)   ...............................................................2.05
    (b)   ...............................................................12.03
    (c)   ...............................................................12.03
313 (a)   ...............................................................7.06
    (b)(1)...............................................................N.A.
    (b)(2)...............................................................7.06
    (c)   ...............................................................12.02
    (d)   ...............................................................7.06
314 (a)   ...............................................................4.02;
                                                                         4.16;
                                                                         12.02
    (b)   ...............................................................N.A.
    (c)(1)...............................................................12.04
    (c)(2).............................................................. 12.04
    (c)(3)...............................................................N.A.
    (d)   ...............................................................N.A.
    (e)   ...............................................................12.05
    (f)   ...............................................................4.16
315 (a)   ...............................................................7.01
    (b)   ...............................................................7.05;
                                                                         12.02
    (c)   ...............................................................7.01
    (d)   ...............................................................7.01
    (e)   ...............................................................6.11
316 (a)
    (last
sentence) ...............................................................12.06
    (a)(1)(A)............................................................6.05
    (a)(1)(B)............................................................6.04
    (a)(2)...............................................................N.A.
    (b)   ...............................................................6.07
317 (a)(1)...............................................................6.08
    (a)(2)...............................................................6.09
    (b)   ...............................................................2.04
318 (a) .................................................................12.01

                           N.A. Means Not Applicable.

Note: This Cross-Reference Table shall not, for any purposes, be deemed to be
part of this Indenture.



                                        v

<PAGE>


                                    INDENTURE dated as of August 15, 2001,




                           among, Alamosa (Delaware), Inc. a Delaware
                           corporation (the "Company"), the Subsidiary
                           Guarantors party hereto (collectively, the
                           "Subsidiary Guarantors") and Wells Fargo Bank
                           Minnesota, N.A., a national banking association, as
                           Trustee (the "Trustee").


                  The Company has duly authorized the creation of an issue of
13(5/8)% Senior Notes due 2011 and, to provide therefor, the Company has duly
authorized the execution and delivery of this Indenture. Each party agrees as
follows for the benefit of the other parties and for the equal and ratable
benefit of the Holders of the Securities (as defined):


                                    ARTICLE I

                   Definitions and Incorporation by Reference


                  SECTION 1.01. Definitions.

                  "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

<PAGE>

                                                                               2


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 Sections 4.07 and 4.09 and the definition of "Additional Assets"
only, "Affiliate" shall also mean any beneficial owner of shares representing
10% or more of the total voting power of the Voting Stock (on a fully diluted
basis) of the Company or of rights or warrants to purchase such Voting Stock
(whether or not currently exercisable) and any Person who would be an Affiliate
of any such beneficial owner pursuant to the first sentence hereof.

                  "Annualized Pro Forma EBITDA" means, as of any date of
determination, the product of Pro Forma EBITDA for the Company's two most
recently completed fiscal quarters for which financial statements are available
prior to such determination date multiplied by two.

                  "Asset Sale" means any sale, lease, transfer, issuance or
other disposition (or series of related sales, leases, transfers, issuances or
dispositions) by the Company or any Restricted Subsidiary, including any
disposition by 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 Section 4.04,

                  (3) any disposition effected in compliance with Section 5.01,
         and

                  (4) disposition of assets having an aggregate Fair Market
         Value, 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


<PAGE>

                                                                               3


                  (b) in all other instances, the present value (discounted at
         the interest rate borne by the Securities, 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.

                  "Board of Directors" means the Board of Directors of the
Company (or, in the case of clause (b) of the first paragraph of Section 4.09,
the applicable Restricted Subsidiary) or any committee thereof duly authorized
to act on behalf of such Board.

                  "Board Resolution" means a copy of a resolution certified by
the Secretary or an Assistant Secretary of the Company to have been duly adopted
by the Board of Directors and to be in full force and effect on the date of such
certification.

                  "Business Day" means each day that is not a Legal Holiday.

                  "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 Section 4.05, a Capital Lease Obligation shall be deemed secured
by a Lien on the Property being leased.

                  "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

<PAGE>

                                                                               4


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 attorney's 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); or

                  (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

<PAGE>


                                                                               5


         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; or

                  (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.


                  "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.

                  "Company" means the party named as such in this Indenture
until a successor replaces it pursuant to the applicable provisions hereof and,
thereafter, means the successor and, for purposes of any provision contained
herein and required by the TIA, each other obligor on the indenture securities.

                  "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,


<PAGE>

                                                                               6


                  (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) commissions, discounts and other fees and charges owed
         with respect to letters of credit and bankers' acceptance financing,

                  (f) net costs associated with Hedging Obligations (including
         amortization of fees),

                  (g) Preferred Stock Dividends,

                  (h) interest Incurred in connection with Investments in
         discontinued operations,

                  (i) interest accruing on any Debt of any other Person to the
         extent such Debt is Guaranteed by the Company or any Restricted
         Subsidiary or is secured by any Liens on the Property of the Company or
         any Restricted Subsidiary, and

                  (j) the cash contributions to any employee stock ownership
         plan or similar trust to the extent such contributions are used by such
         plan or trust to pay interest or fees to any Person (other than the
         Company) in connection with Debt Incurred by such plan or trust.


                  "Consolidated Net Income" means, for any period, the net
income (loss) of the Company and its consolidated Subsidiaries; provided,
however, that there shall not be included in such Consolidated Net Income:

                  (a) any net income (loss) of any Person (other than the
         Company) if such Person is not a Restricted Subsidiary, except that:

                           (1) subject to the exclusion contained in clause (d)
                  below, the Company's equity in the net income of any such
                  Person for such period shall be included in such Consolidated
                  Net Income up to the aggregate amount of cash distributed by
                  such Person during such period to the Company or a Restricted
                  Subsidiary as a dividend or other distribution (subject, in
                  the case of a dividend or other distribution to a Restricted
                  Subsidiary, to the limitations contained in clause (c) below),
                  and

<PAGE>

                                                                               7


                           (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 Section 4.04 only, any net income (loss)
         of any Person acquired by the Company or any of its consolidated
         Subsidiaries in a pooling of interests transaction for any period prior
         to the date of such acquisition,

                  (c) any net income (loss) of any Restricted Subsidiary that is
         not a Subsidiary Guarantor if such Restricted Subsidiary is subject to
         restrictions, directly or indirectly, on the payment of dividends or
         the making of distributions, directly or indirectly, to the Company,
         except that:

                           (1) subject to the exclusion contained in clause (d)
                  below, the Company's equity in the net income of any such
                  Restricted Subsidiary for such period shall be included in
                  such Consolidated Net Income up to the aggregate amount of
                  cash distributed by such Restricted Subsidiary during such
                  period to the Company or another Restricted Subsidiary as a
                  dividend or other distribution (subject, in the case of a
                  dividend or other distribution to another Restricted
                  Subsidiary, to the limitation contained in this clause), and

                           (2) the Company's equity in a net loss of any such
                  Restricted Subsidiary for such period shall be included in
                  determining such Consolidated Net Income,

                  (d) any gain or loss realized upon the sale or other
         disposition of any Property of the Company or any of its consolidated
         Subsidiaries (including pursuant to any Sale and Leaseback Transaction)
         that is not sold or otherwise disposed of in the ordinary course of
         business,

                  (e) any extraordinary gain or loss,

                  (f) the cumulative effect of a change in accounting
         principles, and

                  (g) any non-cash compensation expense realized for grants of
         performance shares, stock options or other rights to officers,
         directors and employees of the Company or any Restricted Subsidiary,
         provided that such shares, options or other rights can be redeemed at
         the option of the holder only for Capital Stock of the Company (other
         than Disqualified Stock).


<PAGE>

                                                                               8


Notwithstanding the foregoing, for purposes of Section 4.04 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 clause
(c)(4) of the first paragraph of Section 4.04.

                  "Credit Facilities" means, with respect to the Company or any
Restricted Subsidiary, one or more debt or commercial paper facilities with
vendors, 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 Securities, debentures, bonds
                  or other similar instruments for the payment of which such
                  Person is responsible or liable;

<PAGE>

                                                                               9


                  (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 Section 4.03, or


<PAGE>

                                                                              10


                  (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.

                  "Designated Senior Debt" of any Subsidiary Guarantor means all
obligations consisting of the principal, premium, if any, accrued and unpaid
interest (including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the applicable Subsidiary Guarantor
to the extent post-filing interest is allowed in such proceeding) and all other
monetary obligations (including commitment fees, facilities fees, reimbursable
expenses, indemnities and costs of collection (including reasonable attorney's
fees)) payable or performable in connection with such obligations, whether
outstanding on the date hereof or created or incurred after the date hereof in
respect of Credit Facilities (and Permitted Refinancing Debt in respect
thereof).

                  "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 Securities; provided, however, that Capital Stock
will not be deemed to be Disqualified Stock if it is redeemable by exchange for
or through the issuance of Capital Stock (other than Disqualified Stock) of that
issuer; and provided further, however, that any Capital Stock that would not
constitute Disqualified Stock but for the provisions thereof giving Holders
thereof the right to require such Person to repurchase or redeem such Capital
Stock upon the occurrence of an Asset Sale or Change of Control occurring prior
to the Stated Maturity of the Securities 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 set forth in Section 4.07 and Section 4.14 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 Securities that are required to be repurchased
         pursuant to such Sections and




<PAGE>

                                                                              11


                  (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, Alamosa
Finance, LLC, Alamosa Limited, LLC, Alamosa Delaware GP, LLC, Alamosa Wisconsin
GP, LLC, Alamosa Wisconsin Limited Partnership, Alamosa Holdings, LLC, Alamosa
(Wisconsin) Properties, LLC, Alamosa Properties, LP, Alamosa Missouri, LLC,
Alamosa Missouri Properties, LLC, Washington Oregon Wireless, LLC, Washington
Oregon Wireless Properties, LLC, Washington Oregon Wireless Licenses, LLC, SWGP,
LLC, SWLP, LLC, Southwest PCS, LP, Southwest PCS Properties, LLC and Southwest
PCS Licenses, LLC, 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





<PAGE>

                                                                              12


                  (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 in Section 6.01.

                  "Event of Termination" means any of the events described in
(i) Section 11.3 of the Company's Management 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.

<PAGE>

                                                                              13


                  "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 accounting profession, and

                  (d) the rules and regulations of the Commission 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 Commission.

                  "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".

<PAGE>

                                                                              14


The term "Guarantee" used as a verb has a corresponding meaning. The term
"Guarantor" shall mean any Person Guaranteeing any obligation.

                  "Hedging Obligations" 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.

                  "Holder" or "Securityholder" means the Person in whose name a
Security is registered on the Security register described in Section 2.03.

                  "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 Section 4.03, 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.

                  "Indenture" means this Indenture as amended or supplemented
from time to time.

                  "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

<PAGE>

                                                                              15


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,
Securities, 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 Sections
4.04 and 4.11 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 the date on which the Securities are
initially issued.

                  "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 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).




<PAGE>

                                                                              16


                  "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, commissions,
         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 Subsidiaries 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.

                  "New Securities" means Securities issued (i) in exchange for
Securities in the form of Exhibit A hereto pursuant to the terms of the
Registration Rights Agreement or, in the case of Securities issued after the
Issue Date, any other registration rights agreement or (ii) in the form of
Exhibit B hereto.

                  "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 Securities when due, whether at maturity, by acceleration, by
         redemption or otherwise, and all other monetary obligations of the
         Company under the Securities and

                  (b) the full and punctual performance within applicable grace
         periods of all other obligations of the Company under the Securities.

<PAGE>

                                                                              17


                  "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 controls
any of the foregoing 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) and 14(d) of the Exchange Act or any successor
provisions) consisting entirely of the foregoing Persons.

                  "Permitted Investment" means any Investment by the Company or
a Restricted Subsidiary in:

                  (a) the Company or any Restricted Subsidiary or any Person
         that will, upon the making of such Investment, become a Restricted
         Subsidiary;

                  (b) any Person if as a result of such Investment such Person
         is merged or consolidated with or into, or transfers or conveys all or
         substantially all its Property to, the Company or a Restricted
         Subsidiary, provided that such Person's primary business is a
         Telecommunications Business;

                  (c) Temporary Cash Investments;

                  (d) receivables owing to the Company or a Restricted
         Subsidiary, if created or acquired in the ordinary course of business
         and payable or dischargeable in accordance with customary trade terms;
         provided, however, that such trade terms may include such concessionary
         trade terms as the Company or such Restricted Subsidiary deems
         reasonable under the circumstances;

                  (e) payroll, travel and similar advances to cover matters that
         are expected at the time of such advances

<PAGE>

                                                                              18


         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
         Section 4.03.

                  "Permitted Liens" means:

                  (a) Liens to secure Debt permitted to be Incurred under clause
         (b) of the second paragraph of Section 4.03;

                  (b) Liens to secure Debt permitted to be Incurred under clause
         (c) of the second paragraph of Section 4.03, 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
         requirements, 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




<PAGE>

                                                                              19


         advances or credit or the payment of the deferred purchase price of
         Property and which do not in the aggregate impair in any material
         respect the use of Property in the operation of the business of the
         Company and the Restricted Subsidiaries taken as a whole;

                  (f) Liens on Property at the time the Company or any
         Restricted Subsidiary acquired such Property, including any acquisition
         by means of a merger or consolidation with or into the Company or any
         Restricted Subsidiary; provided, however, that any such Lien may not
         extend to any other Property of the Company or any Restricted
         Subsidiary; provided further, however, that such Liens shall not have
         been Incurred in anticipation of or in connection with the transaction
         or series of transactions pursuant to which such Property was acquired
         by the Company or any Restricted Subsidiary;

                  (g) Liens on the Property of a Person at the time such Person
         becomes a Restricted Subsidiary; provided, however, that any such Lien
         may not extend to any other Property of the Company or any other
         Restricted Subsidiary that is not a direct Subsidiary of such Person;
         provided further, however, that any such Lien was not Incurred in
         anticipation of or in connection with the transaction or series of
         transactions pursuant to which such Person became a Restricted
         Subsidiary;

                  (h) pledges or deposits by the Company or any Restricted
         Subsidiary under workmen's compensation laws, unemployment insurance
         laws or similar legislation, or good faith deposits in connection with
         bids, tenders, contracts (other than for the payment of Debt) or leases
         to which the Company or any Restricted Subsidiary is party, or deposits
         to secure public or statutory obligations of the Company or any
         Restricted Subsidiary, or deposits for the payment of rent, in each
         case Incurred in the ordinary course of business;

                  (i) utility easements, building restrictions and such other
         encumbrances or charges against real Property as are of a nature
         generally existing with respect to properties of a similar character;

                  (j) Liens existing on the Issue Date not otherwise described
         in clauses (a) through (i) above;

                  (k) Liens on the Property of the Company or any Restricted
         Subsidiary to secure any Refinancing, in whole or in part, of any Debt
         secured by Liens referred to in clause (b), (f), (g) or (j) above;
         provided, however, that any such Lien shall be limited to all or part
         of the same Property that secured the original Lien (together with
         improvements and accessions to such Property) and the aggregate
         principal amount of Debt that is secured by such

<PAGE>

                                                                              20

         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
                  hereunder, 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,
         however, that such Debt was Incurred pursuant to clause (e) of the
         second paragraph of Section 4.03;

                  (m) any interest or title of a lessor in the Property subject
         to any lease incurred in the ordinary course of business, other than a
         Capital Lease; and

                  (n) judgment Liens securing judgment in an aggregate amount
         outstanding at any one time of not more than $15 million.

                  "Permitted Refinancing Debt" means any Debt that Refinances
any other Debt, including any successive Refinancings, so long as:

                  (a) such Debt is in an aggregate principal amount (or if
         Incurred with original issue discount, an aggregate issue price) not in
         excess of the sum of:

                           (1) the aggregate principal amount (or if Incurred
                  with original issue discount, the aggregate accreted value)
                  then outstanding of the Debt being Refinanced, and

                           (2) an amount necessary to pay any fees and expenses,
                  including premiums and defeasance costs, related to such
                  Refinancing,

                  (b) the Average Life of such Debt is equal to or greater than
         the Average Life of the Debt being Refinanced,

                  (c) the Stated Maturity of such Debt is no earlier than the
         Stated Maturity of the Debt being Refinanced, and

                  (d) the new Debt shall not be senior in right of payment to
         the Debt that is being Refinanced;

<PAGE>

                                                                              21


provided, however, that Permitted Refinancing Debt shall not include:

                  (x) Debt of a Subsidiary Guarantor that Refinances Debt of the
         Company (other than Debt of the Company consisting of guarantees of
         Credit Facilities),

                  (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.

                  "principal" of any Debt (including the Securities) means the
principal amount of such Debt plus the premium, if any, on such Debt.

                  "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.

<PAGE>

                                                                              22


                  "Pro Forma EBITDA" means, for any period, the EBITDA of the
Company and its consolidated Restricted Subsidiaries, after giving effect to the
following:

                  if:

                  (a) since the beginning of such period, the Company or any
         Restricted Subsidiary shall have made any Asset Sale or an Investment
         (by merger or otherwise) in any Restricted Subsidiary (or any Person
         that becomes a Restricted Subsidiary) or an acquisition of Property,

                  (b) the transaction giving rise to the need to calculate Pro
         Forma EBITDA is such an Asset Sale, Investment or acquisition, or

                  (c) since the beginning of such period any Person (that
         subsequently became a Restricted Subsidiary or was merged with or into
         the Company or any Restricted Subsidiary since the beginning of such
         period) shall have made such an Asset Sale, Investment or acquisition,

EBITDA for such period shall be calculated after giving pro forma effect to such
Asset Sale, Investment or acquisition as if such Asset Sale, Investment or
acquisition occurred on the first day of such period.

                  "Property" means, with respect to any Person, any interest of
such Person in any kind of property or asset, whether real, personal or mixed,
or tangible or intangible, including Capital Stock in, and other securities of,
any other Person. For purposes of any calculation required pursuant to this
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 pursuant to an effective registration statement under the Securities Act,
any amount of the proceeds of such offering which are contributed to the Company
may be used for an optional redemption of the Securities pursuant to Paragraph 5
of the Securities.

                  "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

<PAGE>

                                                                              23


                  (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,
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.

                  "Registration Rights Agreement" means the Registration Rights
Agreement among the Company, the Initial Purchasers (as defined in Appendix A)
and the Subsidiary Guarantors dated as of August 7, 2001.

                  "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 Section 4.07, 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

<PAGE>

                                                                              24


         Capital Stock, including the exercise of any option to exchange any
         Capital Stock (other than for or into Capital Stock of the Company that
         is not Disqualified Stock);

                  (c) the purchase, repurchase, redemption, acquisition or
         retirement for value, prior to the date for any scheduled maturity,
         sinking fund or amortization or other installment payment, of any
         Subordinated Obligation (other than the purchase, repurchase or other
         acquisition of any Subordinated Obligation purchased in anticipation of
         satisfying a scheduled maturity, sinking fund or amortization or other
         installment obligation, in each case due within one year of the date of
         acquisition); or

                  (d) any Investment (other than Permitted Investments) in any
         Person.

                  "Restricted Subsidiary" means any Subsidiary of the Company
other than an Unrestricted Subsidiary.

                  "S&P" means Standard & Poor's Ratings Service or any successor
to the rating agency business thereof.

                  "Sale and Leaseback Transaction" means any direct or indirect
arrangement relating to Property now owned or hereafter acquired whereby the
Company or a Restricted Subsidiary transfers such Property to another Person and
the Company or a Restricted Subsidiary leases it from such Person.

                  "SEC" means the Securities and Exchange Commission.

                  "Securities" means, collectively, the Company's 13(5/8)%
Senior Notes due 2011 issued hereunder (whether on the Issue Date or
thereafter), including any New Securities, treated as a single class of
securities under this Indenture, as amended or supplemented from time to time in
accordance with the terms of this Indenture.

                  "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 Securities;

                  (b) any Debt Incurred in violation of the provisions of this
         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);

<PAGE>

                                                                              25


                  (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 Notes" means the 12-1/2% Senior Notes due 2011 of the
Company issued pursuant to the Indenture, dated as of January 31, 2001, between
the Company and Wells Fargo Bank Minnesota, N.A. as Trustee, as such Indenture
may be amended or supplemented from time to time.

                  "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 Wells Fargo Bank Minnesota, N.A. as
trustee, as such Indenture 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 Commission.

                  "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 Securities 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

<PAGE>

                                                                              26


                  (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
Section 4.15.

                  "Subsidiary Guaranty" means a Guarantee on the terms set forth
in this Indenture by a Subsidiary Guarantor of the Company's obligations with
respect to the Securities.

                  "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 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));

<PAGE>

                                                                              27


                  (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 organization" (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, however, 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.

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. ss.ss.
77aaa-77bbbb) as in effect on the date of this Indenture; provided, however,
that, in the event the TIA is amended after such date, "Trust Indenture Act"
means, to the extent required by any such amendments, the Trust Indenture Act of
1939 as so amended.

                  "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

                  (b) the aggregate net cash proceeds received by the Company
         from the common stock offering consummated on February 8, 2000, plus

<PAGE>

                                                                              28


                  (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, however, 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.

                  "Trustee" means the party named as such in this Indenture
until a successor replaces it and, thereafter, means the successor.

                  "Trust Officer" means any officer within the Corporate Trust
Administration department of the Trustee (or any successor group of the trustee)
with direct responsibility for the administration of this Indenture and also
means, with respect to a particular corporate trust matter, any other officer of
the Trustee to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.

                  "Uniform Commercial Code" means the New York Uniform
Commercial Code as in effect from time to time.

                  "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 Section 4.11 and not

<PAGE>


                                                                              29

         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, Alamosa Finance, LLC, Alamosa Limited, LLC,
Alamosa Delaware GP, LLC, Alamosa Wisconsin GP, LLC, Alamosa Wisconsin Limited
Partnership, Alamosa Holdings, LLC, Alamosa (Wisconsin) Properties, LLC, Alamosa
Properties, LP, Alamosa Missouri, LLC, Alamosa Missouri Properties, LLC,
Washington Oregon Wireless, LLC, Washington Oregon Wireless Properties, LLC,
Washington Oregon Wireless Licenses, LLC, SWGP, LLC, SWLP, LLC, Southwest PCS,
LP, Southwest PCS Properties, LLC and Southwest PCS Licenses, LLC, will be
considered Wholly Owned Restricted Subsidiaries so long as they remain
Restricted Subsidiaries.

                  SECTION 1.02.  Other Definitions.

                                                                     Defined in
                          Term                                         Section
                          ----                                         -------
"Affiliate Transaction"............................................     4.09
"Allocable Excess Proceeds"........................................     4.07
"Bankruptcy Law"...................................................     6.01
"Change of Control Offer"..........................................     4.14
"Change of Control Payment Date"...................................     4.14
"Change of Control Purchase Price".................................     4.14
"Claiming Guarantor"...............................................    10.02
"Contributing Party"...............................................    10.02
"covenant defeasance option".......................................     8.01
"Custodian"........................................................     6.01

<PAGE>

                                                                              30


                                                                     Defined in
                          Term                                         Section
                          ----                                         -------
"Event of Default"..............................................        6.01
"Excess Proceeds"...............................................        4.07
"Global Security"...............................................     Appendix A
"legal defeasance option".......................................        8.01
"Legal Holiday".................................................       12.08
"Obligations"...................................................       10.01
"Offer Amount"..................................................        4.07
"Offer Period"..................................................        4.07
"pay its Subsidiary Guaranty"...................................       11.03
"Paying Agent"..................................................        2.03
"Payment Blockage Notice".......................................       11.03
"Payment Blockage Period".......................................       11.03
"Prepayment Offer"..............................................        4.07
"Registrar".....................................................        2.03
"Surviving Person"..............................................        5.01

                  SECTION 1.03. Incorporation by Reference of Trust Indenture
Act. This Indenture is subject to the mandatory provisions of the TIA, which are
incorporated by reference in and made a part of this Indenture. The following
TIA terms have the following meanings:

                  "Commission" means the SEC.

                  "indenture securities" means the Securities and the Subsidiary
Guarantees.

                  "indenture security holder" means a Securityholder.

                  "indenture to be qualified" means this Indenture.

                  "indenture trustee" or "institutional trustee" means the
Trustee.

                  "obligor" on the indenture securities means the Company, each
Subsidiary Guarantor and any other obligor on the indenture securities.

                  All other TIA terms used in this Indenture that are defined by
the TIA, defined by TIA reference to another statute or defined by SEC rule have
the meanings assigned to them by such definitions.

<PAGE>

                                                                              31

                  SECTION 1.04. Rules of Construction. Unless the context
otherwise requires:

                  (1) a term has the meaning assigned to it;

                  (2) an accounting term not otherwise defined has the meaning
         assigned to it in accordance with GAAP;

                  (3) "or" is not exclusive;

                  (4) "including" means including without limitation;

                  (5) words in the singular include the plural and words in the
         plural include the singular;

                  (6) unsecured Debt shall not be deemed to be subordinate or
         junior to secured Debt merely by virtue of its nature as unsecured
         Debt;

                  (7) the accreted value of any noninterest bearing or other
         discount security at any date shall be the accreted value thereof that
         would be shown on a balance sheet of the issuer dated such date
         prepared in accordance with GAAP; and

                  (8) the principal amount of any Preferred Stock shall be the
         greater of (i) the maximum liquidation value of such Preferred Stock or
         (ii) the maximum mandatory redemption or mandatory repurchase price
         with respect to such Preferred Stock.


                                   ARTICLE II

                                 The Securities

                  SECTION 2.01. Form and Dating. Provisions relating to the
Securities and the New Securities are set forth in Appendix A, which is hereby
incorporated in and expressly made part of this Indenture. The Securities and
the Trustee's certificate of authentication shall be substantially in the form
of Exhibit A which is hereby incorporated in and expressly made a part of this
Indenture. The New Securities and the Trustee's certificate of authentication
shall each be substantially in the form of Exhibit B hereto, which is hereby
incorporated in and expressly made a part of this Indenture. The Securities and
the New Securities may have notations, legends or endorsements required by law,
stock exchange rule, agreements to which the Company is subject, if any, or
usage, provided that any such notation, legend or endorsement is in a form
reasonably acceptable to the Company. Each Security shall be dated the date of
its authentication. The terms of the Securities set forth in Exhibit A and
Exhibit B are part of the terms of this Indenture.

                  SECTION 2.02. Execution and Authentication. Two Officers shall
sign the Securities for the Company by manual or facsimile signature. The
Company's seal shall be impressed,

<PAGE>

                                                                              32


affixed, imprinted or reproduced on the Securities and may be in facsimile form.

                  If an Officer whose signature is on a Security no longer holds
that office at the time the Trustee authenticates the Security, the Security
shall be valid nevertheless.

                  At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities executed by the
Company to the Trustee for authentication, together with a written order of the
Company in the form of an Officers' Certificate for the authentication and
delivery of such Securities, and the Trustee in accordance with such written
order of the Company shall authenticate and deliver such Securities.

                  A Security shall not be valid until an authorized signatory of
the Trustee manually signs the certificate of authentication on the Security.
The signature shall be conclusive evidence that the Security has been
authenticated under this Indenture.

                  The Trustee may appoint an authenticating agent reasonably
acceptable to the Company to authenticate the Securities. Unless limited by the
terms of such appointment, an authenticating agent may authenticate Securities
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as any Registrar, Paying Agent or agent
for service of notices and demands.

                  SECTION 2.03. Registrar and Paying Agent. The Company shall
maintain an office or agency where Securities may be presented for registration
of transfer or for exchange (the "Registrar") and an office or agency where
Securities may be presented for payment (the "Paying Agent"). The Registrar
shall keep a register of the Securities and of their transfer and exchange. The
Company may have one or more co-registrars and one or more additional paying
agents. The term "Paying Agent" includes any additional paying agent.

                  The Company shall enter into an appropriate agency agreement
with any Registrar, Paying Agent or co-registrar not a party to this Indenture,
which shall incorporate the terms of the TIA. The agreement shall implement the
provisions of this Indenture that relate to such agent. The Company shall notify
the Trustee of the name and address of any such agent. If the Company fails to
maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be
entitled to appropriate compensation therefor pursuant to Section 7.07. The
Company or any of its domestically incorporated Wholly Owned Subsidiaries may
act as Paying Agent, Registrar, co-registrar or transfer agent.

<PAGE>

                                                                              33


                  The Company initially appoints the Trustee as Registrar and
Paying Agent in connection with the Securities.

                  SECTION 2.04. Paying Agent To Hold Money in Trust. Prior to
each due date of the principal, premium, if any and interest on any Security,
the Company shall deposit with the Paying Agent a sum sufficient to pay such
principal, premium, if any and interest when so becoming due. The Company shall
require each Paying Agent (other than the Trustee) to agree in writing that the
Paying Agent shall hold in trust for the benefit of Securityholders or the
Trustee all money held by the Paying Agent for the payment of principal,
premium, if any, and interest on the Securities and shall notify the Trustee of
any default by the Company in making any such payment. If the Company or a
Wholly Owned Subsidiary acts as Paying Agent, it shall segregate the money held
by it as Paying Agent and hold it as a separate trust fund. The Company at any
time may require a Paying Agent to pay all money held by it to the Trustee and
to account for any funds disbursed by the Paying Agent. Upon complying with this
Section, the Paying Agent shall have no further liability for the money
delivered to the Trustee.

                  SECTION 2.05. Securityholder Lists. The Trustee shall preserve
in as current a form as is reasonably practicable the most recent list available
to it of the names and addresses of Securityholders. If the Trustee is not the
Registrar, the Company shall furnish to the Trustee, in writing at least five
Business Days before each interest payment date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of Securityholders.

                  SECTION 2.06. Replacement Securities. If a mutilated Security
is surrendered to the Registrar or if the Holder of a Security claims that such
Security has been lost, destroyed or wrongfully taken, the Company shall issue
and the Trustee shall authenticate a replacement Security if the requirements of
Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies
any other reasonable requirements of the Trustee. If required by the Trustee or
the Company, such Holder shall furnish an indemnity bond sufficient in the
judgment of the Company and the Trustee to protect the Company, the Trustee, the
Paying Agent, the Registrar and any co-registrar from any loss which any of them
may suffer if a Security is replaced. The Company and the Trustee may charge the
Holder for their expenses in replacing a Security.

                  Every replacement Security is an additional obligation of the
Company.

                  SECTION 2.07. Outstanding Securities. Securities outstanding
at any time are all Securities authenticated by the Trustee except for those
canceled by it, those delivered to it for cancelation and those described in
this Section as not outstanding. A Security does not cease to be outstanding
because the Company or an Affiliate of the Company holds the Security.

<PAGE>

                                                                              34


                  If a Security is replaced pursuant to Section 2.06, it ceases
to be outstanding unless the Trustee and the Company receive proof satisfactory
to them that the replaced Security is held by a bona fide purchaser.

                  If the Paying Agent segregates and holds in trust, in
accordance with this Indenture, on a redemption date or maturity date money
sufficient to pay all principal, premium, if any and interest payable on that
date with respect to the Securities (or portions thereof) to be redeemed or
maturing, as the case may be, then on and after that date such Securities (or
portions thereof) cease to be outstanding and interest on them ceases to
accrete.

                  SECTION 2.08. Temporary Securities. Until definitive
Securities are ready for delivery, the Company may prepare and the Trustee shall
authenticate temporary Securities. Temporary Securities shall be substantially
in the form of definitive Securities but may have variations that the Company
considers appropriate for temporary Securities. Without unreasonable delay, the
Company shall prepare and the Trustee shall authenticate definitive Securities
and deliver them in exchange for temporary Securities.

                  SECTION 2.09. Cancelation. The Company at any time may deliver
Securities to the Trustee for cancelation. The Registrar and the Paying Agent
shall forward to the Trustee any Securities surrendered to them for registration
of transfer, exchange or payment. The Trustee and no one else shall cancel and
destroy (subject to the record retention requirements of the Exchange Act) all
Securities surrendered for registration of transfer, exchange, payment or
cancelation and deliver a certificate of such destruction to the Company. The
Company may not issue new Securities to replace Securities it has redeemed, paid
or delivered to the Trustee for cancelation.

                  SECTION 2.10. Defaulted Interest. If the Company defaults in a
payment of interest on the Securities, the Company shall pay the defaulted
interest (plus interest on such defaulted interest to the extent lawful) in any
lawful manner. The Company may pay the defaulted interest to the persons who are
Securityholders on a subsequent special record date. The Company shall fix or
cause to be fixed any such special record date and payment date to the
reasonable satisfaction of the Trustee and shall promptly mail to each
Securityholder a notice that states the special record date, the payment date
and the amount of defaulted interest to be paid.

                  SECTION 2.11. CUSIP Numbers. The Company in issuing the
Securities may use "CUSIP" numbers (if then generally in use) and, if so, the
Trustee shall use "CUSIP" numbers in notices of redemption as a convenience to
Holders; provided, however, that neither the Company nor the Trustee shall have
any responsibility for any defect in the "CUSIP" number that appears on any
Security, check, advice of payment or redemption notice, and any such notice may
state that no representation is made as to the correctness of such numbers
either as printed on the Securities

<PAGE>

                                                                              35


or as contained in any notice of a redemption and that reliance may be placed
only on the other identification numbers printed on the Securities, and any such
redemption shall not be affected by any defect in or omission of such numbers.


                                   ARTICLE III

                                   Redemption

                  SECTION 3.01. Notices to Trustee. If the Company elects to
redeem Securities pursuant to paragraph 5 of the Securities, it shall notify the
Trustee in writing of the redemption date, the principal amount of Securities to
be redeemed and that such redemption is being made pursuant to paragraph 5 of
the Securities.

                  The Company shall give each notice to the Trustee provided for
in this Section at least 45 days before the redemption date unless the Trustee
consents to a shorter period. Such notice shall be accompanied by an Officers'
Certificate and an Opinion of Counsel from the Company to the effect that such
redemption will comply with the conditions herein.

                  SECTION 3.02. Selection of Securities To Be Redeemed. If fewer
than all the Securities are to be redeemed, the Trustee shall select the
Securities to be redeemed pro rata or by lot or by a method that complies with
applicable legal and securities exchange requirements, if any, and that the
Trustee considers fair and appropriate and in accordance with methods generally
used at the time of selection by fiduciaries in similar circumstances. The
Trustee shall make the selection from outstanding Securities not previously
called for redemption. Securities the Trustee selects shall be in amounts of
$1,000 or a whole multiple of $1,000. The Trustee shall notify the Company
promptly of the Securities to be redeemed.

                  SECTION 3.03. Notice of Redemption. At least 30 days but not
more than 60 days before a date for redemption of Securities, the Company shall
mail a notice of redemption by first-class mail to each Holder of Securities to
be redeemed.

                  The notice shall identify the Securities to be redeemed and
shall state:

                  (1) the redemption date;

                  (2) the redemption price;

                  (3) the name and address of the Paying Agent;

                  (4) that Securities called for redemption must be surrendered
         to the Paying Agent to collect the redemption price;

<PAGE>

                                                                              36


                  (5) if fewer than all the outstanding Securities are to be
         redeemed, the identification of the particular Securities to be
         redeemed;

                  (6) that, unless the Company defaults in making such
         redemption payment, interest on Securities (or portion thereof) called
         for redemption ceases to accrete on and after the redemption date; and

                  (7) that no representation is made as to the correctness or
         accuracy of the CUSIP number, if any, listed in such notice or printed
         on the Securities.

                  At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense. In such event,
the Company shall provide the Trustee with the information required by this
Section at least 45 days before the redemption date.

                  SECTION 3.04. Effect of Notice of Redemption. Once notice of
redemption is mailed, Securities called for redemption become due and payable on
the redemption date and at the redemption price stated in the notice. Upon
surrender to the Paying Agent, such Securities shall be paid at the redemption
price stated in the notice, plus accrued interest to the redemption date
(subject to the right of Holders of record on the relevant record date to
receive interest due on the related interest payment date that is on or prior to
the date of redemption). Failure to give notice or any defect in the notice to
any Holder shall not affect the validity of the notice to any other Holder.

                  SECTION 3.05. Deposit of Redemption Price. Prior to the
redemption date, the Company shall deposit with the Paying Agent (or, if the
Company or a Wholly Owned Subsidiary is the Paying Agent, shall segregate and
hold in trust) money sufficient to pay the redemption price of and accrued
interest (subject to the right of Holders of record on the relevant record date
to receive interest due on the related interest payment date that is on or prior
to the date of redemption) on all Securities to be redeemed on that date other
than Securities or portions of Securities called for redemption that have been
delivered by the Company to the Trustee for cancelation.

                  SECTION 3.06. Securities Redeemed in Part. Upon surrender of a
Security that is redeemed in part, the Company shall execute and the Trustee
shall authenticate for the Holder (at the Company's expense) a new Security
equal in principal amount to the unredeemed portion of the Security surrendered.

<PAGE>

                                                                              37


                                   ARTICLE IV

                                    Covenants

                  SECTION 4.01. Payment of Securities. The Company shall
promptly pay principal, premium, if any and interest on the Securities on the
dates and in the manner provided in the Securities and in this Indenture.
Principal, premium, if any and interest shall be considered paid on the date due
if on such date the Trustee or the Paying Agent holds in accordance with this
Indenture money sufficient to pay all principal, premium, if any and interest
then due.

                  The Company shall pay interest on overdue principal at the
rate specified therefor in the Securities, and it shall pay interest on overdue
installments of interest at the rate borne by the Securities to the extent
lawful.

                  SECTION 4.02. 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 Commission and provide the Trustee
and holders of Securities 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 Commission if the Commission
does not permit such filings. The Company shall also comply with the other
provisions of TIA ss. 314(a).

                  SECTION 4.03. 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

<PAGE>

                                                                              38


         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 Securities, the
         Senior Notes and the Senior Discount Notes and of Subsidiary Guarantors
         evidenced by Subsidiary Guarantees relating to the Securities, the
         Senior Notes and the Senior Discount Notes;

                  (b) Debt of the Company or a Subsidiary Guarantor under any
         Credit Facilities, provided, however, 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 Securities or Repay other Debt, pursuant to Section
         4.07;

                  (c) Debt in respect of Capital Lease Obligations and Purchase
         Money Debt, provided, however, that:

                           (1) the aggregate principal amount of such Debt does
                  not exceed the Fair Market Value (on the date of the
                  Incurrence thereof) of the Property acquired, constructed or
                  leased, and

                           (2) the aggregate principal amount of all Debt
                  Incurred and then outstanding pursuant to this clause (c)
                  (together with all Permitted Refinancing Debt Incurred and
                  then outstanding in respect of Debt previously Incurred
                  pursuant to this clause (c)) does not exceed $50 million;

                  (d) Debt of the Company owing to and held by any Restricted
         Subsidiary and Debt of a Restricted Subsidiary owing to and held by the
         Company or any Restricted Subsidiary; provided, however, that any
         subsequent issue or transfer of Capital Stock or other event that
         results in any such Restricted Subsidiary ceasing to be a Restricted
         Subsidiary or any subsequent transfer of any such Debt (except to the
         Company or another Restricted Subsidiary) shall be deemed, in each
         case, to constitute the Incurrence of such Debt by the issuer thereof;

                  (e) Debt under Interest Rate Agreements entered into by the
         Company or a Restricted Subsidiary for the purpose of limiting interest
         rate risk in the ordinary course of the

<PAGE>

                                                                              39


         financial management of the Company or such Restricted Subsidiary and
         not for speculative purposes, provided, however, that the obligations
         under such agreements are related to payment obligations on Debt
         otherwise permitted by the terms of this Section 4.03;

                  (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
         Section 4.03 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 Section 4.03,

                  (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 Section
         4.03 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 Section 4.03, 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
Section 4.03,

                  (a) the Company shall not, and shall not permit any Subsidiary
         Guarantor to, Incur any Debt pursuant to this Section 4.03 if the
         proceeds thereof are used, directly or indirectly, to Refinance any
         Subordinated Obligations unless such Debt shall be subordinated to the
         Securities 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
         Section 4.03 if the proceeds thereof

<PAGE>

                                                                              40


         are used, directly or indirectly, to Refinance any Debt of
         the Company or any Subsidiary Guarantor.

                  SECTION 4.04. 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 Section
         4.03, or

                  (c) the aggregate amount of such Restricted Payment and all
         other Restricted Payments declared or made since February 8, 2000 (the
         amount of any Restricted Payment, if made other than in cash, to be
         based upon Fair Market Value) would exceed an amount equal to the sum
         of:

                           (1) the result of:

                                    (A) Cumulative EBITDA, minus

                                    (B) the product of 1.5 and Cumulative
                           Interest Expense, plus

                           (2) Capital Stock Sale Proceeds, plus

                           (3) the sum of:

                                    (A) the aggregate net cash proceeds received
                           by the Company or any Restricted Subsidiary from the
                           issuance or sale after February 8, 2000 of
                           convertible or exchangeable Debt that has been
                           converted into or exchanged for Capital Stock (other
                           than Disqualified Stock) of the Company or any direct
                           or indirect parent holding company of the Company,
                           and

                                    (B) the aggregate amount by which Debt
                           (other than Subordinated Obligations) of the Company
                           or any Restricted Subsidiary is reduced on the
                           Company's consolidated balance sheet on or after
                           February 8, 2000 upon the conversion or exchange of
                           any Debt issued or sold on or prior to February 8,
                           2000 that is convertible or exchangeable for Capital
                           Stock (other than Disqualified Stock) of the Company
                           or any direct or indirect parent holding company of
                           the Company,

<PAGE>

                                                                              41


                  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 this 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

<PAGE>

                                                                              42


         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;

                  (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

<PAGE>

                                                                              43


                  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 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.

                  SECTION 4.05. 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
Securities 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.

                  SECTION 4.06. 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,

<PAGE>

                                                                              44


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 Section 4.07, 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 this
         Indenture.

                  SECTION 4.07. 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

<PAGE>

                                                                              45


         purchaser of liabilities of the Company or any Restricted Subsidiary
         (other than liabilities that are by their terms subordinated to the
         Securities 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 Senior Discount Notes, the Senior Notes and
         the Securities), or Debt of any Restricted Subsidiary that is not a
         Subsidiary Guarantor (excluding, in any such case, any Debt owed to the
         Company or an Affiliate of the Company); or

                  (b) to reinvest in Additional Assets (including by means of an
         Investment in Additional Assets by a Restricted Subsidiary with Net
         Available Cash received by the Company or another Restricted
         Subsidiary).

                  Any Net Available Cash from an Asset Sale not applied in
accordance with the preceding paragraph within 360 days from the date of the
receipt of such Net Available Cash shall constitute "Excess Proceeds". When the
aggregate amount of Excess Proceeds exceeds $10 million (taking into account
income earned on such Excess Proceeds, if any), the Company will be required to
make an offer to purchase (the "Prepayment Offer") the Securities 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 below. 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 have been given the opportunity to tender their
Securities for purchase in accordance with this Section 4.07, the Company or
such Restricted Subsidiary may use such remaining amount for any purpose
permitted by this Indenture and the amount of Excess Proceeds will be reset to
zero.

<PAGE>

                                                                              46


                  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 Securities outstanding on the date of the
                  Prepayment Offer, and

                           (2) the denominator of which is the sum of the
                  aggregate principal amount of the Securities 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 Notes and the Senior Discount Notes)
                  outstanding on the date of the Prepayment Offer that is pari
                  passu in right of payment with the Securities and subject to
                  terms and conditions in respect of Asset Sales similar in all
                  material respects to this Section 4.07 and requiring the
                  Company to make an offer to purchase such Debt at
                  substantially the same time as the Prepayment Offer.

                  (d)(1) 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
Securities, 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.

                  (2) Not later than the date upon which written notice of a
Prepayment Offer is delivered to the Trustee as provided above, the Company
shall deliver to the Trustee an Officers' Certificate as to (i) the amount of
the Prepayment Offer (the "Offer Amount"), (ii) the allocation of the Net
Available Cash from the Asset Sales pursuant to which such Prepayment Offer is
being made and (iii) the compliance of such allocation with the provisions of
the second paragraph of this Section 4.07. On or before the Purchase Date, the
Company shall also irrevocably deposit with the Trustee or with the Paying Agent
(or, if the Company or a Wholly Owned Subsidiary is the Paying Agent, shall
segregate and hold in trust) in Temporary Cash Investments (other than in those
enumerated in clause (b) of the definition of Temporary Cash Investments),
maturing on the last day prior to the Purchase Date or on the Purchase Date if
funds are immediately available by open of business, an amount equal to the
Offer Amount to be held for payment in accordance with the

<PAGE>

                                                                              47


provisions of this Section. Upon the expiration of the period for which the
Prepayment Offer remains open (the "Offer Period"), the Company shall deliver to
the Trustee for cancelation the Securities or portions thereof that have been
properly tendered to and are to be accepted by the Company. The Trustee or the
Paying Agent shall, on the Purchase Date, mail or deliver payment to each
tendering Holder in the amount of the purchase price. In the event that the
aggregate purchase price of the Securities delivered by the Company to the
Trustee is less than the Offer Amount, the Trustee or the Paying Agent shall
deliver the excess to the Company immediately after the expiration of the Offer
Period for application in accordance with this Section.

                  (3) Holders electing to have a Security purchased shall be
required to surrender the Security, with an appropriate form duly completed, to
the Company or its agent at the address specified in the notice at least three
Business Days prior to the Purchase Date. Holders shall be entitled to withdraw
their election if the Trustee or the Company receives not later than one
Business Day prior to the Purchase Date, a telegram, telex, facsimile
transmission or letter setting forth the name of the Holder, the principal
amount of the Security that was delivered for purchase by the Holder and a
statement that such Holder is withdrawing its election to have such Security
purchased. If at the expiration of the Offer Period the aggregate principal
amount of Securities surrendered by Holders exceeds the Offer Amount, the
Company shall select the Securities to be purchased on pro rata basis for all
Securities (with such adjustments as may be deemed appropriate by the Company so
that only Securities in denominations of $1,000, or integral multiples thereof,
shall be purchased). Holders whose Securities are purchased only in part shall
be issued new Securities equal in principal amount to the unpurchased portion of
the Securities surrendered.

                  (4) At the time the Company delivers Securities to the Trustee
that are to be accepted for purchase, the Company shall also deliver an
Officers' Certificate stating that such Securities are to be accepted by the
Company pursuant to and in accordance with the terms of this Section. A Security
shall be deemed to have been accepted for purchase at the time the Trustee or
the Paying Agent mails or delivers payment therefor to the surrendering Holder.

                  (e) 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 Securities pursuant to
this Section 4.07. To the extent that the provisions of any securities laws or
regulations conflict with provisions of this Section 4.07, the Company will
comply with the applicable securities laws and regulations and will not be
deemed to have breached its obligations under this Section 4.07 by virtue
thereof.

                  SECTION 4.08. Limitation on Restrictions on Distributions from
Restricted Subsidiaries. The Company shall

<PAGE>

                                                                              48


not, and shall not permit any Restricted Subsidiary to, directly or indirectly,
create or otherwise cause or suffer to exist any consensual restriction on the
right of any Restricted Subsidiary to:

                  (a) pay dividends, in cash or otherwise, or make any other
         distributions on or in respect of its Capital Stock, or pay any Debt or
         other obligation owed, to the Company or any other Restricted
         Subsidiary,

                  (b) make any loans or advances to the Company or any other
         Restricted Subsidiary or

                  (c) transfer any of its Property to the Company or any other
         Restricted Subsidiary.

The foregoing limitations will not apply:

                  (1) with respect to clauses (a), (b) and (c), to restrictions:

                           (A) contained in an agreement or instrument governing
                  or relating to Debt contained in any Credit Facility
                  outstanding pursuant to clause (b) of the definition of
                  Permitted Debt in Section 4.03; provided, however, that:

                                    (x) the provisions of any Credit Facilities
                           with a Stated Maturity prior to the scheduled
                           maturity date of the Securities 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
                           Securities, and

                                    (y) the provisions of any Credit Facilities
                           with a Stated Maturity on or after the scheduled
                           maturity date of the Securities 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 Securities,

                  (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,

<PAGE>

                                                                              49


                           (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
                  Securities 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 Securities or the
                  applicable Subsidiary Guaranty pursuant to Sections 4.03 and
                  4.05 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.

                  SECTION 4.09. 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

<PAGE>

                                                                              50


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, however, 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
         Section 4.04 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,
         however, that such loans and

<PAGE>

                                                                              51


         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.

                  SECTION 4.10. 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.

                  SECTION 4.11. 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 so designated has total
                  assets of $1,000 or less, or

                           (2) such designation is effective immediately upon
                  such entity becoming a Subsidiary of the Company, and

                  (c) neither the Company nor any Restricted Subsidiary is
         directly or indirectly liable for any Debt that provides that the
         holder thereof may (with the passage of time or notice or both) declare
         a default thereon or cause the payment thereof to be accelerated or
         payable prior to its Stated Maturity upon the occurrence of a default
         with respect to any Debt, Lien or other obligation of the Subsidiary to
         be so designated (including any right to take enforcement action
         against the Subsidiary to be so designated).

Unless so designated as an Unrestricted Subsidiary, any Person that becomes a
Subsidiary of the Company will be classified as a Restricted Subsidiary;
provided, however, that such Subsidiary shall not be designated a Restricted
Subsidiary and shall be automatically classified as an Unrestricted Subsidiary
if either of the requirements set forth in clauses (x) and (y) of the third
immediately following paragraph will not be satisfied after giving pro forma
effect to such classification or if such Person is a Subsidiary of an
Unrestricted Subsidiary.

<PAGE>

                                                                              52


                  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 next 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 Section 4.11, 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
         Section 4.03, and

                  (y) no Default or Event of Default shall have occurred and be
         continuing or would result therefrom.

                  Any such designation or redesignation by the Board of
Directors will be evidenced to the Trustee by filing with the Trustee a Board
Resolution giving effect to such designation or redesignation and an Officers'
Certificate that:

                  (a) certifies that such designation or redesignation complies
         with the foregoing provisions, and

                  (b) gives the effective date of such designation or
         redesignation, such filing with the Trustee to occur within 45 days
         after the end of the fiscal quarter of the Company in which such
         designation or redesignation is made (or, in the case of a designation
         or redesignation made during the last fiscal quarter of the Company's
         fiscal year, within 90 days after the end of such fiscal year).

                  SECTION 4.12. 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:

<PAGE>

                                                                              53


                  (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 Section 4.03, and

                           (2) create a Lien on such Property securing such
                  Attributable Debt without also securing the Securities or the
                  applicable Subsidiary Guaranty pursuant to Section 4.05, and

                  (b) such Sale and Leaseback Transaction is effected in
         compliance with Section 4.07.

                  SECTION 4.13. 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.

                  SECTION 4.14. Change of Control. Upon the occurrence of a
Change of Control, each Holder of Securities shall have the right to require the
Company to repurchase all or any part of such Holder's Securities pursuant to
the offer described below (the "Change of Control Offer") at a purchase price
(the "Change of Control Purchase Price") equal to 101.0% of the principal amount
thereof, plus accrued and unpaid interest, if any, to the purchase date (subject
to the right of Holders of record on the relevant record date to receive
interest due on the relevant interest payment date).

                  Within 30 days following any Change of Control, the Company
shall

                  (a) cause a notice of the Change of Control Offer to be sent
         at least once to the Dow Jones News Service or similar business news
         service in the United States and

                  (b) send, by first-class mail, with a copy to the Trustee, to
         each Holder of Securities, at such Holder's address appearing in the
         Security Register, a notice stating:

                           (1) that a Change of Control Offer is being made
                  pursuant to this Section 4.14 and that all Securities 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 (the "Change of Control Payment Date");

                           (3) that any Security (or portion thereof) accepted
                  for payment (and duly paid on the Change of

<PAGE>

                                                                              54


                  Control Payment Date) pursuant to the Change of Control Offer
                  shall cease to accrete interest after the Change of Control
                  Payment Date;

                           (4) that any Security (or portions thereof) not
                  properly tendered will continue to accrete interest;

                           (5) the circumstances and relevant facts regarding
                  the Change of Control (including information with respect to
                  pro forma historical income, cash flow and capitalization
                  after giving effect to the Change of Control); and

                           (6) the procedures that Holders of Securities must
                  follow in order to tender their Securities (or portions
                  thereof) for payment and the procedures that Holders of
                  Securities must follow in order to withdraw an election to
                  tender Securities (or portions thereof) for payment.

                  Holders electing to have a Security purchased shall be
required to surrender the Security, with an appropriate form duly completed, to
the Company or its agent at the address specified in the notice at least three
Business Days prior to the Change of Control Payment Date. Holders shall be
entitled to withdraw their election if the Trustee or the Company receives not
later than one Business Day prior to the Change of Control Payment Date, a
telegram, telex, facsimile transmission or letter setting forth the name of the
Holder, the principal amount of the Security that was delivered for purchase by
the Holder and a statement that such Holder is withdrawing its election to have
such Security purchased.

                  On or prior to the Change of Control Payment Date, the Company
shall irrevocably deposit with the Trustee or with the Paying Agent (or, if the
Company or any of its Wholly Owned Subsidiaries is acting as the Paying Agent,
segregate and hold in trust) in cash an amount equal to the Change of Control
Purchase Price payable to the Holders entitled thereto, to be held for payment
in accordance with the provisions of this Section 4.14. On the Change of Control
Payment Date, the Company shall deliver to the Trustee the Securities or
portions thereof that have been properly tendered to and are to be accepted by
the Company for payment. The Trustee or the Paying Agent shall, on the Change of
Control Payment Date, mail or deliver payment to each tendering Holder of the
Change of Control Purchase Price. In the event that the aggregate Change of
Control Purchase Price is less than the amount delivered by the Company to the
Trustee or the Paying Agent, the Trustee or the Paying Agent, as the case may
be, shall deliver the excess to the Company immediately after the Change of
Control Payment Date.

                  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 purchase of Securities pursuant to this
Section 4.14. To the

<PAGE>

                                                                              55


extent that the provisions of any securities laws or regulations conflict with
the provisions of this Section 4.14, the Company will comply with the applicable
securities laws and regulations and will not be deemed to have breached its
obligations under this Section 4.14 by virtue thereof.

                  SECTION 4.15. Future Subsidiary Guarantors. The Company shall
cause each Person that becomes a Domestic Restricted Subsidiary following the
Issue Date to become a Subsidiary Guarantor by causing such Person to execute
and deliver to the Trustee a Supplemental Indenture as provided in Section 10.06
at the time such Person becomes a Domestic Restricted Subsidiary.

                  SECTION 4.16. Compliance Certificate. The Company shall
deliver to the Trustee within 120 days after the end of each fiscal year of the
Company an Officers' Certificate stating that in the course of the performance
by the signers of their duties as Officers of the Company they would normally
have knowledge of any Default and whether or not the signers know of any Default
that occurred during such period. If they do, the certificate shall describe the
Default, its status and what action the Company is taking or proposes to take
with respect thereto. The Company also shall comply with TIA ss. 314(a)(4).

                  SECTION 4.17. Further Instruments and Acts. Upon request of
the Trustee, the Company shall execute and deliver such further instruments and
do such further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.


                                    ARTICLE V

                                Successor Company

                  SECTION 5.01. When Company May Merge or Transfer Assets. 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

<PAGE>

                                                                              56


         Trustee by such Surviving Person, the due and punctual payment of the
         principal of, and premium, if any, and interest on, all the Securities,
         according to their tenor, and the due and punctual performance and
         observance of all the covenants and conditions of this 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 Section 4.03;

                  (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 Section 5.01 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 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.

                  SECTION 5.02. When a Subsidiary Guarantor May Merge or
Transfer Assets. 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

<PAGE>

                                                                              57


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 Section 4.03; 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 Section 5.02 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
Section 4.07.

<PAGE>

                                                                              58


                  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 Securities.


                                   ARTICLE VI

                              Defaults and Remedies

                  SECTION 6.01. Events of Default. The following events shall be
"Events of Default":

                  (1) the Company defaults in any payment of interest on any
         Security when the same becomes due and payable, and such default
         continues for a period of 30 days;

                  (2) the Company defaults in the payment of principal of, or
         premium, if any, on, any Security when the same becomes due and payable
         at its Stated Maturity, upon acceleration, redemption, optional
         redemption, required repurchase or otherwise,

                  (3) the Company or any Subsidiary Guarantor fails to comply
         with Article V;

                  (4) the Company fails to comply with any covenant or agreement
         in the Securities or in this 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
         specified below;

                  (5) a default by the Company or any Restricted Subsidiary
         under any Debt of the Company or any Restricted Subsidiary which
         results in acceleration of the maturity of such Debt, or the failure to
         pay any such Debt at maturity, in an aggregate amount in excess of
         $15,000,000;

                  (6) the Company or any Significant Subsidiary pursuant to or
         within the meaning of any Bankruptcy Law:

                           (A) commences a voluntary case;

                           (B) consents to the entry of an order for relief
                  against it in an involuntary case;

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                                                                              59


                           (C) consents to the appointment of a Custodian of it
                  or for any substantial part of its property; or

                           (D) makes a general assignment for the benefit of its
                  creditors;

         or takes any comparable action under any foreign laws relating to
         insolvency;

                  (7) a court of competent jurisdiction enters an order or
         decree under any Bankruptcy Law that:

                           (A) is for relief against the Company or any
                  Significant Subsidiary in an involuntary case;

                           (B) appoints a Custodian of the Company or any
                  Significant Subsidiary or for any substantial part of
                  its property; or

                           (C) orders the winding up or liquidation of the
                  Company or any Significant Subsidiary; or

                           (D) grants any similar relief under any foreign laws;

         and in each such case the order or decree remains unstayed
         and in effect for 30 days;

                  (8) any judgment or judgments for the payment of money in an
         aggregate amount in excess of $15,000,000 is entered against the
         Company or any Restricted Subsidiary and 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;

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

                  (10) any event occurs that causes, after giving effect to the
         expiration of any applicable grace period, an Event of Termination.

                  The foregoing will constitute Events of Default whatever the
reason for any such Event of Default and whether it is voluntary or involuntary
or is effected by operation of law or pursuant to any judgment, decree or order
of any court or any order, rule or regulation of any administrative or
governmental body.

                  The term "Bankruptcy Law" means Title 11, United States Code,
or any similar Federal or state law for the relief of debtors. The term
"Custodian" means any receiver, trustee,

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                                                                              60


assignee, liquidator, custodian or similar official under any Bankruptcy Law.

                  A Default under clause (4) is not an Event of Default until
the Trustee or the Holders of at least 25% in aggregate principal amount of the
Securities then outstanding notify the Company (and in the case of such notice
by Holders, the Trustee) 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 of Default and any event that with the giving of notice or 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.

                  SECTION 6.02. Acceleration. If an Event of Default (other than
an Event of Default specified in Section 6.01(6) or (7) with respect to the
Company) occurs and is continuing, the Trustee by notice to the Company, or the
Holders of at least 25% in aggregate principal amount of the Securities then
outstanding by notice to the Company and the Trustee, may declare the principal
amount of and accrued and unpaid interest on all the Securities to be due and
payable. Upon such a declaration, such principal amount and interest shall be
due and payable immediately. If an Event of Default specified in Section 6.01(6)
or (7) with respect to the Company occurs, the principal amount of and accrued
and unpaid interest on all the Securities shall, automatically and without any
action by the Trustee or any Holder, become and be immediately due and payable.
The Holders of a majority in aggregate principal amount of the outstanding
Securities by notice to the Trustee and the Company may rescind any declaration
of acceleration if the rescission would not conflict with any judgment or decree
and if all existing Events of Default have been cured or waived except
nonpayment of principal or interest that has become due solely because of the
acceleration. No such rescission shall affect any subsequent Default or impair
any right consequent thereto.

                  SECTION 6.03. Other Remedies. If an Event of Default occurs
and is continuing, the Trustee may pursue any available remedy to collect the
payment of principal of or interest on the Securities or to enforce the
performance of any provision of the Securities or this Indenture.

                  The Trustee may maintain a proceeding even if it does not
possess any of the Securities or does not produce any of them in the proceeding.
A delay or omission by the Trustee or any Securityholder in exercising any right
or remedy accruing upon an Event of Default shall not impair the right or remedy
or constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative.

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                                                                              61


                  SECTION 6.04. Waiver of Past Defaults. The Holders of a
majority in aggregate principal amount of the Securities then outstanding by
notice to the Trustee may waive an existing Default and its consequences except
(i) a Default in the payment of the principal of or the premium, if any, or
interest on a Security or (ii) a Default in respect of a provision that under
Section 9.02 cannot be amended without the consent of each Securityholder
affected. When a Default is waived, it is deemed cured, but no such waiver shall
extend to any subsequent or other Default or impair any consequent right.

                  SECTION 6.05. Control by Majority. The Holders of a majority
in aggregate principal amount of the Securities then outstanding may direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee or of exercising any trust or power conferred on the Trustee with
respect to the Securities. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture or, subject to Section 7.01,
that the Trustee determines is unduly prejudicial to the rights of other
Securityholders or would involve the Trustee in personal liability; provided,
however, that the Trustee may take any other action deemed proper by the Trustee
that is not inconsistent with such direction. Prior to taking any action
hereunder, the Trustee shall be entitled to reasonable indemnification against
all losses and expenses caused by taking or not taking such action.

                  SECTION 6.06. Limitation on Suits. A Securityholder may not
pursue any remedy with respect to this Indenture or the Securities unless:

                  (1) such Holder shall have previously given to the Trustee
         written notice of a continuing Event of Default;

                  (2) the Holders of at least 25% in aggregate principal amount
         of the Securities then outstanding shall have made a written request,
         and such Holder of or Holders shall have offered reasonable indemnity,
         to the Trustee to pursue such proceeding as trustee; and

                  (3) the Trustee has failed to institute such proceeding and
         has not received from the Holders of at least a majority in aggregate
         principal amount of the Securities outstanding a direction inconsistent
         with such request, within 60 days after such notice, request and offer.

                  The foregoing limitations on the pursuit of remedies by a
Securityholder shall not apply to a suit instituted by a Holder of Securities
for the enforcement of payment of the principal of or premium, if any, or
interest on such Security on or after the applicable due date specified in such
Security. A Securityholder may not use this Indenture to prejudice the rights of
another Securityholder or to obtain a preference or priority over another
Securityholder.

<PAGE>

                                                                              62


                  SECTION 6.07. Rights of Holders To Receive Payment.
Notwithstanding any other provision of this Indenture, the right of any Holder
to receive payment of principal of and premium, if any, and interest on the
Securities held by such Holder, on or after the respective due dates expressed
in the Securities, or to bring suit for the enforcement of any such payment on
or after such respective dates, shall not be impaired or affected without the
consent of such Holder.

                  SECTION 6.08. Collection Suit by Trustee. If an Event of
Default specified in Section 6.01(1) or (2) occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express trust
against the Company for the whole amount then due and owing (together with
interest on any unpaid interest to the extent lawful) and the amounts provided
for in Section 7.07.

                  SECTION 6.09. Trustee May File Proofs of Claim. The Trustee
may file such proofs of claim and other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee and the Securityholders
allowed in any judicial proceedings relative to the Company, its creditors or
its property and, unless prohibited by law or applicable regulations, may vote
on behalf of the Holders in any election of a trustee in bankruptcy or other
Person performing similar functions, and any Custodian in any such judicial
proceeding is hereby authorized by each Holder to make payments to the Trustee
and, in the event that the Trustee shall consent to the making of such payments
directly to the Holders, to pay to the Trustee any amount due it for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and its counsel, and any other amounts due the Trustee under Section
7.07.

                  SECTION 6.10. Priorities. If the Trustee collects any money or
property pursuant to this Article VI, it shall pay out the money or property in
the following order:

                  FIRST: to the Trustee for amounts due under Section 7.07;

                  SECOND: to Securityholders for amounts due and unpaid on the
         Securities for principal, premium, if any, and interest, ratably,
         without preference or priority of any kind, according to the amounts
         due and payable on the Securities for principal, premium, if any, and
         interest, respectively; and

                  THIRD: to the Company.

                  The Trustee may fix a record date and payment date for any
payment to Securityholders pursuant to this Section. At least 15 days before
such record date, the Company shall mail to each Securityholder and the Trustee
a notice that states the record date, the payment date and amount to be paid.

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                                                                              63


                  SECTION 6.11. Undertaking for Costs. In any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as Trustee, a court in its
discretion may require the filing by any party litigant in the suit of an
undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys' fees, against any party
litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section does not apply to a
suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by
Holders of more than 10% in aggregate principal amount of the Securities.

                  SECTION 6.12. Waiver of Stay or Extension Laws. The Company
(to the extent it may lawfully do so) shall not at any time insist upon, or
plead, or in any manner whatsoever claim or take the benefit or advantage of,
any stay or extension law wherever enacted, now or at any time hereafter in
force, that may affect the covenants or the performance of this Indenture; and
the Company (to the extent that it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law, and shall not hinder, delay or impede
the execution of any power herein granted to the Trustee, but shall suffer and
permit the execution of every such power as though no such law had been enacted.


                                   ARTICLE VII

                                     Trustee

                  SECTION 7.01. Duties of Trustee. (a) If an Event of Default
has occurred and is continuing, the Trustee shall exercise the rights and powers
vested in it by this Indenture and use the same degree of care and skill in
their exercise as a prudent Person would exercise or use under the circumstances
in the conduct of such Person's own affairs.

                  (b) Except during the continuance of an Event of Default:

                  (1) the Trustee undertakes to perform such duties and only
         such duties as are specifically set forth in this Indenture and no
         implied covenants or obligations shall be read into this Indenture
         against the Trustee; and

                  (2) in the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture. However, the Trustee shall examine the certificates and
         opinions to determine whether or not they conform to the requirements
         of this Indenture.

<PAGE>

                                                                              64

                  (c) The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act or its own wilful misconduct,
except that:

                  (1) this paragraph does not limit the effect of paragraph (b)
         of this Section;

                  (2) the Trustee shall not be liable for any error of judgment
         made in good faith by a Trust Officer unless it is proved that the
         Trustee was negligent in ascertaining the pertinent facts; and

                  (3) the Trustee shall not be liable with respect to any action
         it takes or omits to take in good faith in accordance with a direction
         received by it pursuant to Section 6.05.

                  (d) Every provision of this Indenture that in any way relates
to the Trustee is subject to paragraphs (a), (b) and (c) of this Section.

                  (e) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company.

                  (f) Money held in trust by the Trustee need not be segregated
from other funds except to the extent required by law.

                  (g) No provision of this Indenture shall require the Trustee
to expend or risk its own funds or otherwise incur financial liability in the
performance of any of its duties hereunder or in the exercise of any of its
rights or powers.

                  (h) Every provision of this Indenture relating to the conduct
or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section and to the provisions of the TIA and
the provisions of this Article VII shall apply to the Trustee in its role as
Registrar, Paying Agent and Security Custodian.

                  (i) The Trustee shall not be deemed to have notice of a
Default or an Event of Default unless (a) the Trustee has received written
notice thereof from the Company or any Holder or (b) a Trust Officer shall have
actual knowledge thereof.

                  SECTION 7.02. Rights of Trustee. (a) The Trustee may rely on
any document believed by it to be genuine and to have been signed or presented
by the proper person. The Trustee need not investigate any fact or matter stated
in the document. The Trustee may, however, in its discretion make such further
inquiry or investigation into such facts or matters as it may see fit and, if
the Trustee shall determine to make such further inquiry or investigation, it
shall be entitled to examine the books, records and premises of the Company,
personally or by agent or attorney.

<PAGE>

                                                                              65


                  (b) Before the Trustee acts or refrains from acting, it may
require an Officers' Certificate or an Opinion of Counsel. The Trustee shall not
be liable for any action it takes or omits to take in good faith in reliance on
the Officers' Certificate or Opinion of Counsel.

                  (c) The Trustee may act through agents and shall not be
responsible for the misconduct or negligence of any agent appointed with due
care.

                  (d) The Trustee shall not be liable for any action it takes or
omits to take in good faith that it believes to be authorized or within its
rights or powers; provided, however, that the Trustee's conduct does not
constitute wilful misconduct or negligence.

                  (e) The Trustee may consult with counsel, and the advice or
opinion of counsel with respect to legal matters relating to this Indenture and
the Securities shall be full and complete authorization and protection from
liability in respect to any action taken, omitted or suffered by it hereunder in
good faith and in accordance with the advice or opinion of such counsel.

                  (f) The permissive rights of the Trustee to do things
enumerated in this Indenture shall not be construed as a duty unless so
specified herein.

                  SECTION 7.03. Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of Securities
and may otherwise deal with the Company or its Affiliates with the same rights
it would have if it were not Trustee. Any Paying Agent, Registrar or
co-registrar may do the same with like rights. However, the Trustee must comply
with Sections 7.10 and 7.11.

                  SECTION 7.04. Trustee's Disclaimer. The Trustee shall not be
responsible for and makes no representation as to the validity, priority or
adequacy of this Indenture or the Securities, it shall not be accountable for
the Company's use of the proceeds from the Securities, and it shall not be
responsible for any statement of the Company or any Subsidiary Guarantor in this
Indenture or in any document issued in connection with the sale of the
Securities or in the Securities other than the Trustee's certificate of
authentication.

                  SECTION 7.05. Notice of Defaults. If a Default or Event of
Default occurs and is continuing and if it is known to the Trustee, the Trustee
shall mail to each Securityholder notice of the Default or Event of Default
within 90 days after it is known to a Trust Officer or written notice of it is
received by the Trustee. Except in the case of a Default or Event of Default in
payment of principal of, premium, if any, or interest on any Security, the
Trustee may withhold the notice if and so long as a committee of its Trust
Officers in good faith determines that withholding the notice is in the
interests of Securityholders.

<PAGE>

                                                                              66


                  SECTION 7.06. Reports by Trustee to Holders. As promptly as
practicable after each December 31 beginning with December 31, 2001, and in any
event prior to March 31 in each year, the Trustee shall mail to each
Securityholder a brief report dated as of December 31 each year that complies
with TIA ss. 313(a), if and to the extent required by such subsection. The
Trustee shall also comply with TIA ss. 313(b).

                  A copy of each report at the time of its mailing to
Securityholders shall be filed with the SEC and each stock exchange (if any) on
which the Securities are listed. The Company agrees to notify promptly the
Trustee whenever the Securities become listed on any stock exchange and of any
delisting thereof.

                  SECTION 7.07. Compensation and Indemnity. The Company shall
pay to the Trustee from time to time reasonable compensation for its services.
The Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee upon
request for all reasonable out-of-pocket expenses incurred or made by it,
including costs of collection, in addition to the compensation for its services.
Such expenses shall include the reasonable compensation and expenses,
disbursements and advances of the Trustee's agents, counsel, accountants and
experts. The Company and each Subsidiary Guarantor, jointly and severally, shall
indemnify the Trustee against any and all loss, liability or expense (including
reasonable attorneys' fees) incurred by it in connection with the acceptance and
administration of this trust and the performance of its duties hereunder. The
Trustee shall notify the Company promptly of any claim for which it may seek
indemnity. Failure by the Trustee to so notify the Company shall not relieve the
Company or any Subsidiary Guarantor of its obligations hereunder. The Company
shall defend the claim and the Trustee may have separate counsel and the Company
and the Subsidiary Guarantors, as applicable, shall pay the fees and expenses of
such counsel. The Company need not reimburse any expense or indemnify against
any loss, liability or expense incurred by the Trustee through the Trustee's own
wilful misconduct, negligence or bad faith. The Company need not pay for any
settlement made by the Trustee without the Company's consent, such consent not
to be unreasonably withheld. All indemnifications and releases from liability
granted hereunder to the Trustee shall extend to its officers, directors,
employees, agents, successors and assigns.

                  To secure the Company's payment obligations in this Section,
the Trustee shall have a lien prior to the Securities on all money or property
held or collected by the Trustee other than money or property held in trust to
pay principal of and interest on particular Securities.

                  The Company's payment obligations pursuant to this Section
shall survive the resignation or removal of the Trustee and the discharge of
this Indenture. When the Trustee incurs expenses after the occurrence of a
Default specified in

<PAGE>

                                                                              67


Section 6.01(6) or (7) with respect to the Company, the expenses are intended to
constitute expenses of administration under the Bankruptcy Law.

                  SECTION 7.08. Replacement of Trustee. The Trustee may resign
at any time by so notifying the Company. The Holders of a majority in aggregate
principal amount of the Securities then outstanding may remove the Trustee by so
notifying the Trustee and may appoint a successor Trustee. The Company shall
remove the Trustee if:

                  (1) the Trustee fails to comply with Section 7.10;

                  (2) the Trustee is adjudged bankrupt or insolvent;

                  (3) a receiver or other public officer takes charge of the
         Trustee or its property; or

                  (4) the Trustee otherwise becomes incapable of acting.

                  If the Trustee resigns, is removed by the Company or by the
Holders of a majority in aggregate principal amount of the Securities then
outstanding and such Holders do not reasonably promptly appoint a successor
Trustee, or if a vacancy exists in the office of Trustee for any reason (the
Trustee in such event being referred to herein as the retiring Trustee), the
Company shall promptly appoint a successor Trustee.

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Securityholders. The retiring Trustee shall promptly transfer all
property held by it as Trustee to the successor Trustee, subject to the lien
provided for in Section 7.07.

                  If a successor Trustee does not take office within 60 days
after the retiring Trustee resigns or is removed, the retiring Trustee or the
Holders of 10% in aggregate principal amount of the Securities then outstanding
may petition any court of competent jurisdiction for the appointment of a
successor Trustee.

                  If the Trustee fails to comply with Section 7.10, any
Securityholder who has been a bona fide Holder of a Security for at least six
months may petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee.

                  Notwithstanding the replacement of the Trustee pursuant to
this Section, the Company's obligations under Section 7.07 shall continue for
the benefit of the retiring Trustee.

<PAGE>

                                                                              68


                  SECTION 7.09. Successor Trustee by Merger. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation or banking
association without any further act shall be the successor Trustee.

                  In case at the time such successor or successors by merger,
conversion or consolidation to the Trustee shall succeed to the trusts created
by this Indenture any of the Securities shall have been authenticated but not
delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Securities so
authenticated; and in case at that time any of the Securities shall not have
been authenticated, any such successor to the Trustee may authenticate such
Securities either in the name of any predecessor hereunder or in the name of the
successor to the Trustee; and in all such cases such certificates shall have the
full force which it is anywhere in the Securities or in this Indenture provided
that the certificate of the Trustee shall have.

                  SECTION 7.10. Eligibility; Disqualification. The Trustee shall
at all times satisfy the requirements of TIA ss. 310(a). The Trustee shall have
(or, in the case of a corporation included in a bank holding company system, the
related bank holding company shall have) a combined capital and surplus of at
least $50,000,000 as set forth in its (or its related bank holding company's)
most recent published annual report of condition. The Trustee shall comply with
TIA ss. 310(b), subject to the penultimate paragraph thereof; provided, however,
that there shall be excluded from the operation of TIA ss. 310(b)(1) any
indenture or indentures under which other securities or certificates of interest
or participation in other securities of the Company are outstanding if the
requirements for such exclusion set forth in TIA ss. 310(b)(1) are met.

                  SECTION 7.11. Preferential Collection of Claims Against
Company. The Trustee shall comply with TIA ss. 311(a), excluding any creditor
relationship listed in TIA ss. 311(b). A Trustee who has resigned or been
removed shall be subject to TIA ss. 311(a) to the extent indicated.


                                  ARTICLE VIII

                       Discharge of Indenture; Defeasance

                  SECTION 8.01. Discharge of Liability on Securities;
Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding
Securities (other than Securities replaced pursuant to Section 2.06) for
cancelation or (ii) all outstanding Securities have become due and payable,
whether at maturity or as a result of the mailing of a notice of redemption
pursuant to Article III and the Company irrevocably deposits with the Trustee
funds sufficient to pay at maturity or upon

<PAGE>

                                                                              69


redemption all outstanding Securities, including interest thereon to maturity or
such redemption date (other than Securities replaced pursuant to Section 2.06),
and if in either case the Company pays all other sums payable hereunder by the
Company, then this Indenture shall, subject to Section 8.01(c), cease to be of
further effect. The Trustee shall acknowledge satisfaction and discharge of this
Indenture on demand of the Company accompanied by an Officers' Certificate and
an Opinion of Counsel and at the cost and expense of the Company.

                  (b) Subject to Sections 8.01(c) and 8.02, the Company at any
time may terminate (i) all of its obligations under the Securities and this
Indenture ("legal defeasance option") or (ii) its obligations under Sections
4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and
4.15 and the operation of Sections 6.01(5), 6.01(6), 6.01(7), 6.01(8), 6.01(9)
and 6.01(10) (but, in the case of Sections 6.01(6) and (7), with respect only to
Significant Subsidiaries) and the limitations contained in clause (e) of
Sections 5.01 and 5.02 ("covenant defeasance option"). 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 Securities may not be accelerated because of an Event of Default. If the
Company exercises its covenant defeasance option, payment of the Securities may
not be accelerated because of an Event of Default specified in Sections 6.01(4)
(with respect to the covenants of Article IV identified in the immediately
preceding paragraph), 6.01(5), 6.01(6), 6.01(7), 6.01(8), 6.01(9) and 6.01(10)
(with respect only to Significant Subsidiaries in the case of Sections 6.01(6)
and 6.01(7)) or because of the failure of the Company to comply with the
limitations contained in clause (e) of Sections 5.01 and 5.02. If the Company
exercises its legal defeasance option or its covenant defeasance option, each
Subsidiary Guarantor, if any, shall be released from all its obligations under
its Subsidiary Guarantee.

                  Upon satisfaction of the conditions set forth herein and upon
request of the Company, the Trustee shall acknowledge in writing the discharge
of those obligations that the Company terminates.

                  (c) Notwithstanding clauses (a) and (b) above, the Company's
obligations in Sections 2.03, 2.04, 2.05, 2.06, 7.07, 7.08, 8.05 and 8.06 shall
survive until the Securities have been paid in full. Thereafter, the Company's
obligations in Sections 7.07 and 8.05 shall survive.

                  SECTION 8.02. Conditions to Defeasance. The Company may
exercise its legal defeasance option or its covenant defeasance option only if:

                  (1) the Company irrevocably deposits in trust with the Trustee
         money or U.S. Government Obligations for the

<PAGE>

                                                                              70


         payment of principal of and premium, if any, and interest on the
         Securities to maturity or redemption, as the case may be;

                  (2) the Company delivers to the Trustee a certificate from a
         nationally recognized firm of independent accountants expressing their
         opinion that the payments of principal, premium, if any, 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 the
         principal, premium, if any, and interest when due on all the Securities
         to maturity or redemption, as the case may be;

                  (3) 123 days pass after the deposit is made and during the
         123-day period no Default specified in Section 6.01(6) or (7) with
         respect to the Company occurs that is continuing at the end of the
         period;

                  (4) no Default or Event of Default has occurred and is
         continuing on the date of such deposit and after giving effect thereto;

                  (5) the deposit does not constitute a default under any other
         agreement or instrument binding on the Company;

                  (6) 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;

                  (7) in the case of the legal defeasance option, the Company
         shall have delivered to the Trustee an Opinion of Counsel stating that
         (i) the Company has received from, or there has been published by, the
         Internal Revenue Service a ruling, or (ii) since the date of this
         Indenture there has been a change in the applicable Federal income tax
         law, in either case to the effect that, and based thereon such Opinion
         of Counsel shall confirm that, the Securityholders 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 times as would have been
         the case if such defeasance had not occurred;

                  (8) in the case of the covenant defeasance option, the Company
         shall have delivered to the Trustee an Opinion of Counsel to the effect
         that the Securityholders 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

<PAGE>

                                                                              71


                  (9) 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 Securities as
         contemplated by this Article VIII have been complied with.

                  Before or after a deposit, the Company may make arrangements
satisfactory to the Trustee for the redemption of Securities at a future date in
accordance with Article III.

                  SECTION 8.03. Application of Trust Money. The Trustee shall
hold in trust money or U.S. Government Obligations deposited with it pursuant to
this Article VIII. It shall apply the deposited money and the money from U.S.
Government Obligations through the Paying Agent and in accordance with this
Indenture to the payment of principal of and premium, if any, and interest on
the Securities.

                  SECTION 8.04. Repayment to Company. The Trustee and the Paying
Agent shall promptly turn over to the Company upon request any excess money or
securities held by them at any time.

                  Subject to any applicable abandoned property law, the Trustee
and the Paying Agent shall pay to the Company upon request any money held by
them for the payment of principal, premium, if any, or interest that remains
unclaimed for two years, and, thereafter, Securityholders entitled to the money
must look to the Company for payment as general creditors.

                  SECTION 8.05. Indemnity for Government Obligations. The
Company shall pay and shall indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against deposited U.S. Government Obligations or
the principal and interest received on such U.S. Government Obligations.

                  SECTION 8.06. Reinstatement. If the Trustee or Paying Agent is
unable to apply any money or U.S. Government Obligations in accordance with this
Article VIII by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Company's obligations under this
Indenture and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to this Article VIII until such time as the
Trustee or Paying Agent is permitted to apply all such money or U.S. Government
Obligations in accordance with this Article VIII; provided, however, that, if
the Company has made any payment of interest on or principal of any Securities
because of the reinstatement of its obligations, the Company shall be subrogated
to the rights of the Holders of such Securities to receive such payment from the
money or U.S. Government Obligations held by the Trustee or Paying Agent.

<PAGE>

                                                                              72


                                   ARTICLE IX

                                   Amendments

                  SECTION 9.01. Without Consent of Holders. The Company, the
Subsidiary Guarantors and the Trustee may amend this Indenture or the Securities
without notice to or consent of any Securityholder:

                  (1) to cure any ambiguity, omission, defect or inconsistency;

                  (2) to comply with Article V;

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

                  (4) to make any change in Article XI that would limit or
         terminate the benefits available to any holder of Designated Senior
         Debt (or representatives therefor) under Article XI;

                  (5) to add Guarantees with respect to the Securities, to
         secure the Securities or to release Subsidiary Guarantors from
         Subsidiary Guaranties as provided by the terms of this Indenture;

                  (6) to add to the covenants of the Company for the benefit of
         the Holders or to surrender any right or power herein conferred upon
         the Company;

                  (7) to comply with any requirements of the SEC in connection
         with qualifying, or maintaining the qualification of, this Indenture
         under the TIA; or

                  (8) to make any change that does not materially adversely
         affect the rights of any Securityholder.

                  An amendment under this Section may not make any change that
adversely affects the rights under Article X or XI of any holder of Designated
Senior Debt then outstanding unless the holders of such Designated Senior Debt
(or their authorized representatives) consent to such change.

                  After an amendment under this Section becomes effective, the
Company shall mail to Securityholders a notice briefly describing such
amendment. The failure to give such notice to all Securityholders, or any defect
therein, shall not impair or affect the validity of an amendment under this
Section.

<PAGE>

                                                                              73


                  SECTION 9.02. With Consent of Holders. The Company, the
Subsidiary Guarantors and the Trustee may amend this Indenture or the Securities
without notice to any Securityholder but with the written consent of the Holders
of at least a majority in aggregate principal amount of the Securities then
outstanding (including consents obtained in connection with a tender offer or
exchange offer for the Securities). However, without the consent of each
Securityholder affected thereby, an amendment may not:

                  (1) reduce the amount of Securities whose Holders must consent
         to an amendment or waiver;

                  (2) reduce the rate of or extend the time for payment of
         interest on any Security;

                  (3) reduce the principal amount of or extend the Stated
         Maturity of any Security;

                  (4) impair the right of any Holder to receive payment of
         principal of and interest on such Holder's Securities 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 Securities or any
         Subsidiary Guaranty;

                  (5) reduce the amount payable upon the redemption or
         repurchase of any Security under Article III or Section 4.07 or 4.14,
         change the time at which any Security may be redeemed in accordance
         with Article III, or, at any time after a Change of Control or Asset
         Sale has occurred, change the time at which any Change of Control Offer
         or Prepayment Offer must be made or at which the Securities must be
         repurchased pursuant to such Change of Control Offer or Prepayment
         Offer;

                  (6) make any Security payable in money other than that stated
         in the Security;

                  (7) make any change in Article XI that adversely affects the
         rights of any Securityholder under Article XI;

                  (8) make any change in any Subsidiary Guaranty that would
         adversely affect the Securityholders;

                  (9) release any security interest that may have been granted
         in favor of the Holders other than pursuant to the terms of such
         security interest; or

                  (10) make any change in Section 6.04 or 6.07 or the second
         sentence of this Section; or

                  (11) subordinate the Securities or any Subsidiary Guaranty to
         any other obligation of the Company or the applicable Subsidiary
         Guarantor.

<PAGE>

                                                                              74


                  It shall not be necessary for the consent of the Holders under
this Section to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent approves the substance thereof.

                  An amendment under this Section may not make any change that
adversely affects the rights under Article X or XI of any holder of Designated
Senior Debt then outstanding unless the holders of such Designated Senior Debt
(or their authorized representative) consent to such change.

                  After an amendment under this Section becomes effective, the
Company shall mail to Securityholders a notice briefly describing such
amendment. The failure to give such notice to all Securityholders, or any defect
therein, shall not impair or affect the validity of an amendment under this
Section.

                  SECTION 9.03. Compliance with Trust Indenture Act. Every
amendment to this Indenture or the Securities shall comply with the TIA as then
in effect.

                  SECTION 9.04. Revocation and Effect of Consents and Waivers. A
consent to an amendment or a waiver by a Holder of a Security shall bind the
Holder and every subsequent Holder of that Security or portion of the Security
that evidences the same debt as the consenting Holder's Security, even if
notation of the consent or waiver is not made on the Security. However, any such
Holder or subsequent Holder may revoke the consent or waiver as to such Holder's
Security or portion of the Security if the Trustee receives the notice of
revocation before the date the amendment or waiver becomes effective. After an
amendment or waiver becomes effective, it shall bind every Securityholder. An
amendment or waiver becomes effective upon the execution of such amendment or
waiver by the Trustee.

                  The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Securityholders entitled to give their
consent or take any other action described above or required or permitted to be
taken pursuant to this Indenture. If a record date is fixed, then
notwithstanding the immediately preceding paragraph, those Persons who were
Securityholders at such record date (or their duly designated proxies), and only
those Persons, shall be entitled to give such consent or to revoke any consent
previously given or to take any such action, whether or not such Persons
continue to be Holders after such record date. No such consent shall be valid or
effective for more than 120 days after such record date.

                  SECTION 9.05. Notation on or Exchange of Securities. If an
amendment changes the terms of a Security, the Trustee may require the Holder of
the Security to deliver such Security to the Trustee. The Trustee may place an
appropriate notation on the Security regarding the changed terms and return such
Security to the Holder. Alternatively, if the Company or the Trustee so
determines, the Company in exchange for the Security shall issue and the Trustee
shall authenticate a new Security that reflects

<PAGE>

                                                                              75


the changed terms. Failure to make the appropriate notation or to issue a new
Security shall not affect the validity of such amendment.

                  SECTION 9.06. Trustee To Sign Amendments. The Trustee shall
sign any amendment authorized pursuant to this Article IX if the amendment does
not adversely affect the rights, duties, liabilities or immunities of the
Trustee. If it does, the Trustee may but need not sign it. In signing such
amendment the Trustee shall be entitled to receive indemnity reasonably
satisfactory to it and to receive, and (subject to Section 7.01) shall be fully
protected in relying upon, an Officers' Certificate and an Opinion of Counsel
stating that such amendment is authorized or permitted by this Indenture.

                  SECTION 9.07. Payment for Consent. Neither the Company nor any
Affiliate of the Company shall, directly or indirectly, pay or cause to be paid
any consideration, whether by way of interest, fee or otherwise, to any Holder
for or as an inducement to any consent, waiver or amendment of any of the terms
or provisions of this Indenture or the Securities unless such consideration is
offered to be paid to all Holders that so consent, waive or agree to amend in
the time frame set forth in solicitation documents relating to such consent,
waiver or agreement.


                                    ARTICLE X

                              Subsidiary Guarantees

                  SECTION 10.01. Subsidiary Guarantees. Subject to Article XI,
each Subsidiary Guarantor hereby unconditionally guarantees, jointly and
severally, to each Holder and to the Trustee and its successors and assigns (a)
the full and punctual payment of the principal of, and premium, if any, and
interest on the Securities when due, whether at maturity, by acceleration, by
redemption or otherwise, and all other monetary obligations of the Company under
this Indenture and the Securities and (b) the full and punctual performance
within applicable grace periods of all other obligations of the Company under
this Indenture and the Securities (all the foregoing being hereinafter
collectively called the "Obligations"). Each Subsidiary Guarantor further agrees
that the Obligations may be extended or renewed, in whole or in part, without
notice or further assent from such Subsidiary Guarantor, and that such
Subsidiary Guarantor will remain bound under this Article X notwithstanding any
extension or renewal of any Obligation.

                  Each Subsidiary Guarantor waives presentation to, demand of,
payment from and protest to the Company of any of the Obligations and also
waives notice of protest for nonpayment. Subject to Article XI, each Subsidiary
Guarantor waives notice of any default under the Securities or the Obligations.
The obligations of each Subsidiary Guarantor hereunder shall not be affected by
(a) the failure of any Holder or the Trustee to

<PAGE>

                                                                              76


assert any claim or demand or to enforce any right or remedy against the Company
or any other Person under this Indenture, the Securities or any other agreement
or otherwise; (b) any extension or renewal of any thereof; (c) any rescission,
waiver, amendment or modification of any of the terms or provisions of this
Indenture, the Securities or any other agreement; (d) the release of any
security held by any Holder or the Trustee for the Obligations or any of them;
(e) the failure of any Holder or the Trustee to exercise any right or remedy
against any other guarantor of the Obligations; or (f) any change in the
ownership of such Subsidiary Guarantor.

                  Each Subsidiary Guarantor further agrees that its Subsidiary
Guaranty herein constitutes a guarantee of payment, performance and compliance
when due (and not a guarantee of collection) and waives any right to require
that any resort be had by any Holder or the Trustee to any security held for
payment of the Obligations.

                  Each Subsidiary Guaranty is, to the extent and in the manner
set forth in Article XI, subordinated and subject in right of payment to the
prior payment in full of all Designated Senior Debt of the Subsidiary Guarantor
giving such Subsidiary Guaranty and is made subject to such provisions of this
Indenture.

                  Except as expressly set forth in Sections 4.06, 5.02 and
8.01(b), the obligations of each Subsidiary Guarantor hereunder shall not be
subject to any reduction, limitation, impairment or termination for any reason,
including any claim of waiver, release, surrender, alteration or compromise, and
shall not be subject to any defense of setoff, counterclaim, recoupment or
termination whatsoever or by reason of the invalidity, illegality or
unenforceability of the Guaranteed Obligations or otherwise. Without limiting
the generality of the foregoing, the obligations of each Subsidiary Guarantor
herein shall not be discharged or impaired or otherwise affected by the failure
of any Holder or the Trustee to assert any claim or demand or to enforce any
remedy under this Indenture, the Securities or any other agreement, by any
waiver or modification of any thereof, by any default, failure or delay, in the
performance of the obligations, or by any other act or thing or omission or
delay to do any other act or thing which may or might in any manner or to any
extent vary the risk of such Subsidiary Guarantor or would otherwise operate as
a discharge of such Subsidiary Guarantor as a matter of law or equity, except
for any gross negligence, willful misconduct or bad faith by such Holder or the
Trustee.

                  Each Subsidiary Guarantor further agrees that its Subsidiary
Guaranty herein shall continue to be effective or be reinstated, as the case may
be, if at any time payment, or any part thereof, of principal of or premium, if
any, or interest on any Obligation is rescinded or must otherwise be restored by
any Holder or the Trustee upon the bankruptcy or reorganization of the Company
or otherwise.

<PAGE>

                                                                              77


                  In furtherance of the foregoing and not in limitation of any
other right which any Holder or the Trustee has at law or in equity against any
Subsidiary Guarantor by virtue hereof, and subject in all instances to Article
XI hereof, upon the failure of the Company to pay the principal of or premium,
if any, or interest on any Obligation when and as the same shall become due,
whether at maturity, by acceleration, by redemption or otherwise, or to perform
or comply with any other Obligation, each Subsidiary Guarantor hereby promises
to and will, upon receipt of written demand by the Trustee, forthwith pay, or
cause to be paid, in cash, to the Holders or the Trustee an amount equal to the
sum of (i) the unpaid amount of such Obligations, (ii) accrued and unpaid
premium, if any, and interest on such Obligations (but only to the extent not
prohibited by law) and (iii) all other monetary Obligations of the Company to
the Holders and the Trustee.

                  Each Subsidiary Guarantor agrees that it shall not be entitled
to any right of subrogation in respect of any Obligations guaranteed hereby
until payment in full in cash of all Obligations and all obligations to which
the Obligations are subordinated as provided in Article XI. Each Subsidiary
Guarantor further agrees that, as between it, on the one hand, and the Holders
and the Trustee, on the other hand, (x) the maturity of the Obligations
guaranteed hereby may be accelerated as provided in Article VI for the purposes
of such Subsidiary Guarantor's Subsidiary Guaranty herein, notwithstanding any
stay, injunction or other prohibition preventing such acceleration in respect of
the Obligations guaranteed hereby, and (y) in the event of any declaration of
acceleration of such Obligations as provided in Article VI, such Obligations
(whether or not due and payable) shall, subject to Article XI hereof, forthwith
become due and payable by such Subsidiary Guarantor for the purposes of this
Section.

                  Each Subsidiary Guarantor also agrees to pay any and all costs
and expenses (including reasonable attorneys' fees) incurred by the Trustee or
any Holder in enforcing any rights under this Section 10.01.

                  SECTION 10.02. Contribution. Each of the Company and any
Subsidiary Guarantor (a "Contributing Party") agrees (subject to Article XI)
that, in the event a payment shall be made by any other Subsidiary Guarantor
under any Subsidiary Guaranty (the "Claiming Guarantor"), the Contributing Party
shall indemnify the Claiming Guarantor in an amount equal to the amount of such
payment multiplied by a fraction, the numerator of which shall be the net worth
of the Contributing Party on the date hereof and the denominator of which shall
be the aggregate net worth of the Company and all the Subsidiary Guarantors on
the date hereof (or, in the case of any Subsidiary Guarantor becoming a party
hereto pursuant to Section 9.01, the date of the supplemental indenture executed
and delivered by such Subsidiary Guarantor).

                  SECTION 10.03. Successors and Assigns. This Article X shall be
binding upon each Subsidiary Guarantor and its

<PAGE>

                                                                              78


successors and assigns and shall inure to the benefit of the successors and
assigns of the Trustee and the Holders and, in the event of any transfer or
assignment of rights by any Holder or the Trustee, the rights and privileges
conferred upon that party in this Indenture and in the Securities shall
automatically extend to and be vested in such transferee or assignee, all
subject to the terms and conditions of this Indenture.

                  SECTION 10.04. No Waiver. Neither a failure nor a delay on the
part of either the Trustee or the Holders in exercising any right, power or
privilege under this Article X shall operate as a waiver thereof, nor shall a
single or partial exercise thereof preclude any other or further exercise of any
right, power or privilege. The rights, remedies and benefits of the Trustee and
the Holders herein expressly specified are cumulative and not exclusive of any
other rights, remedies or benefits which either may have under this Article X at
law, in equity, by statute or otherwise.

                  SECTION 10.05. Modification. No modification, amendment or
waiver of any provision of this Article X, nor the consent to any departure by
any Subsidiary Guarantor therefrom, shall in any event be effective unless the
same shall be in writing and signed by the Trustee, and then such waiver or
consent shall be effective only in the specific instance and for the purpose for
which given. No notice to or demand on any Subsidiary Guarantor in any case
shall entitle such Subsidiary Guarantor to any other or further notice or demand
in the same, similar or other circumstances.

                  SECTION 10.06. Execution of Supplemental Indenture for Future
Subsidiary Guarantors. Each Subsidiary which is required to become a Subsidiary
Guarantor pursuant to Section 4.15 shall promptly execute and deliver to the
Trustee a supplemental indenture in the form of Appendix B hereto pursuant to
which such Subsidiary shall become a Subsidiary Guarantor under this Article X
and shall guarantee the Obligations subject in all respects to Article XI
hereof. Concurrently with the execution and delivery of such supplemental
indenture, the Company shall deliver to the Trustee an Opinion of Counsel to the
effect that such supplemental indenture has been duly authorized, executed and
delivered by such Subsidiary and that, subject to the application of bankruptcy,
insolvency, moratorium, fraudulent conveyance or transfer and other similar laws
relating to creditors' rights generally and to the principles of equity, whether
considered in a proceeding at law or in equity, the Subsidiary Guaranty of such
Subsidiary Guarantor is a legal, valid and binding obligation of such Subsidiary
Guarantor, enforceable against such Subsidiary Guarantor in accordance with its
terms.


                                   ARTICLE XI

                     Subordination of Subsidiary Guarantees

<PAGE>

                                                                              79

                  SECTION 11.01. Agreement To Subordinate. Each Subsidiary
Guarantor agrees, and each Securityholder by accepting a Security agrees, that
the Obligations of such Subsidiary Guarantor are subordinated in right of
payment, to the extent and in the manner provided in this Article XI, to the
payment when due of all Designated Senior Debt of such Subsidiary Guarantor and
that the subordination is for the benefit of and enforceable by the holders of
such Designated Senior Debt. Subject to the foregoing, the Obligations of each
Subsidiary Guarantor shall in all respects rank pari passu with all existing and
future Senior Debt of such Subsidiary Guarantor and senior to all existing and
future subordinated Debt of such Subsidiary Guarantor, and only Designated
Senior Debt shall rank senior to the Obligations of such Subsidiary Guarantor in
accordance with the provisions set forth herein.

                  SECTION 11.02. Liquidation, Dissolution, Bankruptcy. Upon any
payment or distribution of the assets of any Subsidiary Guarantor to creditors
upon a total or partial liquidation or a total or partial dissolution of such
Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to such Subsidiary Guarantor or its
property:

                  (1) holders of Designated Senior Debt of such Subsidiary
         Guarantor shall be entitled to receive payment in full in cash of such
         Designated Senior Debt before Securityholders shall be entitled to
         receive any payment pursuant to any Obligations of such Subsidiary
         Guarantor; and

                  (2) until the Designated Senior Debt of any Subsidiary
         Guarantor is paid in full in cash, any distribution made by or on
         behalf of such Subsidiary Guarantor to which Securityholders would be
         entitled but for this Article XI shall be made to holders of the
         Designated Senior Debt as their interests may appear, except that all
         Securityholders may receive and retain shares of stock and any debt
         securities of such Subsidiary Guarantor that are subordinated to
         Designated Senior Debt of such Subsidiary Guarantor to at least the
         same extent as the Obligations of such Subsidiary Guarantor are
         subordinated to Designated Senior Debt of such Subsidiary Guarantor.

                  SECTION 11.03. Default on Designated Senior Debt of Subsidiary
Guarantor. No Subsidiary Guarantor may make any payment pursuant to any of its
Obligations or repurchase, redeem or otherwise retire or defease any Securities
or other Obligations (collectively, "pay its Subsidiary Guaranty") if (i) any
principal, premium or interest in respect of the Designated Senior Debt of such
Subsidiary Guarantor is not paid when due (including at maturity) or (ii) any
other default on Designated Senior Debt of such Subsidiary Guarantor occurs and
the maturity of such Designated Senior Debt is accelerated in accordance with
its terms unless, in either case, (x) the default has been cured or waived and
any such acceleration has been rescinded or (y) such Designated Senior Debt has
been paid in

<PAGE>

                                                                              80


full in cash; provided, however, that any Subsidiary Guarantor may pay its
Subsidiary Guaranty 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 (or the authorized representative therefor) of
such Subsidiary Guarantor. In addition, during the continuance of any default
(other than a default described in clause (i) or (ii) of the preceding sentence)
with respect to any 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 pay its Subsidiary Guaranty 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 such authorized
representative or 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
shall have accelerated the maturity of such Designated Senior Debt and not
rescinded such acceleration, any Subsidiary Guarantor may (unless otherwise
prohibited as described in Section 11.02 or the first or second sentences of
this paragraph) resume payments pursuant to its Subsidiary Guaranty after 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.

                  SECTION 11.04. Demand for Payment. If a demand for payment is
made on a Subsidiary Guarantor pursuant to Article X, such Subsidiary Guarantor
may not pay its Subsidiary Guaranty, and neither the Trustee nor any
Securityholder may retain any such payment, until ten Business Days after the
holders of Designated Senior Debt (or their authorized representative) receive
notice of such demand and, thereafter, may pay its Subsidiary Guaranty only if
this Indenture otherwise permits payment at that time.

                  SECTION 11.05. When Distribution Must Be Paid Over. If a
distribution is made to the Trustee or any Securityholders that because of this
Article XI should not have been made to them, the Trustee or such
Securityholders who receive the distribution shall hold it in trust for holders
of the Designated Senior Debt and promptly pay it over to them or their
authorized representative as their interests may appear.

                  SECTION 11.06. Subrogation. After all Designated Senior Debt
of a Subsidiary Guarantor is paid in full in cash and until the Securities are
paid in full in cash, Securityholders shall be subrogated to the rights of
holders of Designated Senior Debt to receive distributions applicable to
Designated Senior

<PAGE>

                                                                              81


Debt. A distribution made under this Article XI to holders of such Designated
Senior Debt that otherwise would have been made to Securityholders is not, as
between the relevant Subsidiary Guarantor and Securityholders, a payment by such
Subsidiary Guarantor on such Designated Senior Debt.

                  SECTION 11.07. Relative Rights. This Article XI defines the
relative rights of Securityholders and holders of Designated Senior Debt of a
Subsidiary Guarantor. Nothing in this Indenture shall:

                  (1) impair, as between a Subsidiary Guarantor and
         Securityholders, the obligation of such Subsidiary Guarantor, which is
         absolute and unconditional, to pay the Obligations to the extent set
         forth in Article X or the relevant Subsidiary Guaranty; or

                  (2) prevent the Trustee or any Securityholder from exercising
         its available remedies upon a default by such Subsidiary Guarantor
         under the Obligations, subject to the rights of holders of Designated
         Senior Debt of such Subsidiary Guarantor to receive distributions
         otherwise payable to Securityholders.

                  SECTION 11.08. Subordination May Not Be Impaired by Subsidiary
Guarantor. No right of any holder of Designated Senior Debt of any Subsidiary
Guarantor to enforce the subordination of the Obligation of such Subsidiary
Guarantor shall be impaired by any act or failure to act by such Subsidiary
Guarantor or the Company or by any of their failure to comply with this
Indenture.

                  SECTION 11.09. Rights of Trustee and Paying Agent.
Notwithstanding Section 11.03, the Trustee or Paying Agent may continue to make
payments on any Subsidiary Guaranty and shall not, absent gross negligence or
bad faith, be charged with knowledge of the existence of facts that would
prohibit the making of any such payments unless, not less than two Business Days
prior to the date of such payment, a Trust Officer receives written notice
satisfactory to it that payments may not be made under this Article XI. The
Company, the relevant Subsidiary Guarantor, the Registrar or co-registrar, the
Paying Agent, an authorized representative or a holder of Designated Senior Debt
of any Subsidiary Guarantor may give the notice; provided, however, that, if any
Designated Senior Debt of any Subsidiary Guarantor has an authorized
representative, only such authorized representative may give the notice.

                  The Trustee in its individual or any other capacity may hold
Designated Senior Debt with the same rights it would have if it were not
Trustee. The Registrar and co-registrar and the Paying Agent may do the same
with like rights. The Trustee shall be entitled to all the rights set forth in
this Article XI with respect to any Designated Senior Debt of any Subsidiary
Guarantor that may at any time be held by it, to the same extent as any other
holder of Designated Senior Debt; and nothing in

<PAGE>

                                                                              82


Article VII shall deprive the Trustee of any of its rights as such holder.
Nothing in this Article XI shall apply to claims of, or payments to, the Trustee
under or pursuant to Section 7.07.

                  SECTION 11.10. Distribution or Notice to Representative.
Whenever a distribution is to be made or a notice given to holders of Designated
Senior Debt of any Subsidiary Guarantor, the distribution may be made and the
notice given to the authorized representative, if any, of such Designated Senior
Debt.

                  SECTION 11.11. Article XI Not To Prevent Events of Default
Under a Subsidiary Guaranty or Limit Right To Demand Payment. The failure to
make a payment pursuant to a Subsidiary Guaranty by reason of any provision in
this Article XI shall not be construed as preventing the occurrence of a default
under such Subsidiary Guaranty. Nothing in this Article XI shall have any effect
on the right of the Securityholders or the Trustee to make a demand for payment
on any Subsidiary Guarantor pursuant to Article X or the relevant Subsidiary
Guaranty.

                  SECTION 11.12. Trustee Entitled To Rely. Upon any payment or
distribution pursuant to this Article XI, the Trustee and the Securityholders
shall be entitled to rely, except to the extent such reliance would constitute
gross negligence or bad faith, (i) upon any order or decree of a court of
competent jurisdiction in which any proceedings of the nature referred to in
Section 11.02 are pending, (ii) upon a certificate of the liquidating trustee or
agent or other Person making such payment or distribution to the Trustee or to
the Securityholders or (iii) upon the authorized representative, if any, for the
holders of Designated Senior Debt of any Subsidiary Guarantor for the purpose of
ascertaining the Persons entitled to participate in such payment or
distribution, the holders of Designated Senior Debt and other Debt of such
Subsidiary Guarantor, the amount thereof or payable thereon, the amount or
amounts paid or distributed thereon and all other facts pertinent thereto or to
this Article XI. In the event that the Trustee determines, in good faith, that
evidence is required with respect to the right of any Person as a holder of
Designated Senior Debt of any Subsidiary Guarantor to participate in any payment
or distribution pursuant to this Article XI, the Trustee may request such Person
to furnish evidence to the reasonable satisfaction of the Trustee as to the
amount of Designated Senior Debt of such Subsidiary Guarantor held by such
Person, the extent to which such Person is entitled to participate in such
payment or distribution and other facts pertinent to the rights of such Person
under this Article XI, and, if such evidence is not furnished, the Trustee may
defer any payment to such Person pending judicial determination as to the right
of such Person to receive such payment. The provisions of Sections 7.01 and 7.02
shall be applicable to all actions or omissions of actions by the Trustee
pursuant to this Article XI. Notwithstanding anything to the contrary contained
in this Section 11.12, the provisions of

<PAGE>

                                                                              83


this Section 11.12 shall not change, modify or otherwise affect the rights of
the holders of Designated Senior Debt.

                  SECTION 11.13. Trustee To Effectuate Subordination. Each
Securityholder by accepting a Security authorizes and directs the Trustee on his
behalf to take such action as may be necessary or appropriate to acknowledge or
effectuate the subordination between the Securityholders and the holders of
Designated Senior Debt of any Subsidiary Guarantor as provided in this Article
XI and appoints the Trustee as attorney-in-fact for any and all such purposes.

                  SECTION 11.14. Trustee Not Fiduciary for Holders of Designated
Senior Debt of Subsidiary Guarantor. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Designated Senior Debt of any Subsidiary
Guarantor and, absent gross negligence or bad faith, shall not be liable to any
such holders if it shall mistakenly pay over or distribute to Securityholders or
the Company or any other Person, money or assets to which any holders of such
Designated Senior Debt shall be entitled by virtue of this Article XI or
otherwise.

                  SECTION 11.15. Reliance by Holders of Designated Senior Debt
on Subordination Provisions. Each Securityholder by accepting a Security
acknowledges and agrees that the foregoing subordination provisions are, and are
intended to be, an inducement and a consideration to each holder of any
Designated Senior Debt of any Subsidiary Guarantor, whether such Designated
Senior Debt was created or acquired before or after the issuance of the
Securities, to acquire and continue to hold, or to continue to hold, such
Designated Senior Debt and such holder of Designated Senior Debt shall be deemed
conclusively to have relied on such subordination provisions in acquiring and
continuing to hold, or in continuing to hold, such Designated Senior Debt.


                                   ARTICLE XII

                                  Miscellaneous

                  SECTION 12.01. Trust Indenture Act Controls. If any provision
of this Indenture limits, qualifies or conflicts with another provision that is
required to be included in this Indenture by the TIA, the required provision
shall control.

                  SECTION 12.02. Notices. Any notice or communication shall be
in writing and delivered in person or mailed by first-


<PAGE>

                                                                              84


class mail or sent by facsimile (with a hard copy delivered in person or by mail
promptly thereafter) and addressed as follows:

                                    if to the Company:

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

                                    Attention of:  Kendall W. Cowan


                                    if to any Subsidiary Guarantor, to such
                                    Subsidiary Guarantor:

                                    In care of Alamosa (Delaware), Inc.
                                    5225 South Loop 289
                                    Lubbock, Texas 79424

                                    Attention of:  Kendall W. Cowan


                                    if to the Trustee:

                                    Wells Fargo Bank Minnesota, N.A.
                                    Corporate Trust Services
                                    Sixth & Marquette
                                    MAC N 9303-120
                                    Minneapolis, Minnesota 55479

                                    Attention of:
                                    Corporate Trust Services

                  The Company, any Subsidiary Guarantor or the Trustee by notice
to the other may designate additional or different addresses for subsequent
notices or communications.

                  Any notice or communication mailed to a Securityholder shall
be mailed to the Securityholder at the Securityholder's address as it appears on
the registration books of the Registrar and shall be sufficiently given if so
mailed within the time prescribed.

                  Failure to mail a notice or communication to a Securityholder
or any defect in it shall not affect its sufficiency with respect to other
Securityholders. If a notice or communication is mailed in the manner provided
above, it is duly given, whether or not the addressee receives it.

                  SECTION 12.03. Communication by Holders with Other Holders.
Securityholders may communicate pursuant to TIA ss. 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, the Registrar and anyone else shall have
the protection of TIA ss. 312(c).

<PAGE>


                                                                              85

                  SECTION 12.04. Certificate and Opinion as to Conditions
Precedent. Upon any request or application by the Company to the Trustee to take
or refrain from taking any action under this Indenture, the Company shall
furnish to the Trustee:

                  (1) an Officers' Certificate in form and substance reasonably
         satisfactory to the Trustee stating that, in the opinion of the
         signers, all conditions precedent, if any, provided for in this
         Indenture relating to the proposed action have been complied with; and

                  (2) an Opinion of Counsel in form and substance reasonably
         satisfactory to the Trustee stating that, in the opinion of such
         counsel, all such conditions precedent have been complied with.

                  SECTION 12.05. Statements Required in Certificate or Opinion.
Each certificate or opinion with respect to compliance with a covenant or
condition provided for in this Indenture shall include:

                  (1) a statement that the individual making such certificate or
         opinion has read such covenant or condition;

                  (2) a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

                  (3) a statement that, in the opinion of such individual, he
         has made such examination or investigation as is necessary to enable
         him to express an informed opinion as to whether or not such covenant
         or condition has been complied with; and

                  (4) a statement as to whether or not, in the opinion of such
         individual, such covenant or condition has been complied with.

                  SECTION 12.06. When Securities Disregarded. In determining
whether the Holders of the required principal amount of Securities have
concurred in any direction, waiver or consent, Securities owned by the Company,
any Subsidiary Guarantor or by any Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company or any
Subsidiary Guarantor shall be disregarded and deemed not to be outstanding,
except that, for the purpose of determining whether the Trustee shall be
protected in relying on any such direction, waiver or consent, only Securities
that the Trustee knows are so owned shall be so disregarded. Also, subject to
the foregoing, only Securities outstanding at the time shall be considered in
any such determination.

                  SECTION 12.07. Rules by Trustee, Paying Agent and Registrar.
The Trustee may make reasonable rules for action by or a meeting of
Securityholders. The Registrar and the Paying

<PAGE>

                                                                              86


Agent or co-registrar may make reasonable rules for their functions.

                  SECTION 12.08. Legal Holidays. A "Legal Holiday" is a
Saturday, a Sunday or a day on which banking institutions are not required to be
open in the State of New York. If a payment date is a Legal Holiday, payment
shall be made on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue for the intervening period. If a regular record date is a
Legal Holiday, the record date shall not be affected.

                  SECTION 12.09. Governing Law. THIS INDENTURE AND THE
SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF
CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.

                  SECTION 12.10. No Recourse Against Others. A director,
officer, employee or stockholder, as such, of the Company shall not have any
liability for any obligations of the Company under the Securities or this
Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a Security, each Securityholder
shall waive and release all such liability. The waiver and release shall be part
of the consideration for the issue of the Securities.

                  SECTION 12.11. Successors. All agreements of the Company and
each Subsidiary Guarantor in this Indenture and the Securities shall bind its
successors. All agreements of the Trustee in this Indenture shall bind its
successors.

                  SECTION 12.12. Multiple Originals. The parties may sign any
number of copies of this Indenture. Each signed copy shall be an original, but
all of them together represent the same agreement. One signed copy is enough to
prove this Indenture.

                  SECTION 12.13. Table of Contents; Headings. The table of
contents, cross-reference sheet and headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only, are not
intended to be considered a part hereof and shall not modify or restrict any of
the terms or provisions hereof.

<PAGE>

                                                                              87


                  IN WITNESS WHEREOF, the parties have caused this Indenture to
be duly executed as of the date first written above.


                                          ALAMOSA (DELAWARE), INC.,


                                            by    /s/ David E. Sharbutt
                                                  ------------------------------
                                                  Name:  David E. Sharbutt
                                                  Title:  Chairman of the
                                                  Board and CEO

                                          Solely for purposes of the obligations
                                          under Articles X and XI of this
                                          Indenture:

                                          EACH OF THE SUBSIDIARY GUARANTORS SET
                                          FORTH ON SCHEDULE I HERETO (OTHER THAN
                                          ALAMOSA LIMITED, LLC),


                                            by    /s/ David E. Sharbutt
                                                  ------------------------------
                                                  Name:  David E. Sharbutt
                                                  Title: Chairman of the
                                                  Board and CEO


                                          ALAMOSA LIMITED, LLC

                                             by   /s/ Barry A. Crozier
                                                  ------------------------------
                                                  Name:  Barry A. Crozier
                                                  Title: Manager and Vice
                                                  President

<PAGE>

                                                                            88


                                           WELLS FARGO BANK MINNESOTA,N.A.,
                                           as Trustee


                                            by     /s/ Michael T. Lechner
                                                  ------------------------------
                                                   Name: Michael T. Lechner
                                                   Title:Corporate Trust Officer



<PAGE>

                                                                      SCHEDULE I




                              Subsidiary Guarantors
                              ---------------------

Alamosa PCS, Inc.

Texas Telecommunications, LP

Alamosa Wisconsin Limited Partnership

Alamosa Delaware GP, LLC

Alamosa Wisconsin GP, LLC

Alamosa Finance, LLC

Alamosa Limited, LLC

Alamosa Holdings, LLC

Alamosa (Wisconsin) Properties, LLC

Alamosa Properties, LP

Alamosa Missouri, LLC

Alamosa Missouri Properties, LLC

Washington Oregon Wireless, LLC

Washington Oregon Wireless Properties, LLC

Washington Oregon Wireless Licenses, LLC

SWGP, LLC

SWLP, LLC

Southwest PCS, LP

Southwest PCS Properties, LLC

Southwest PCS Licenses, LLC




<PAGE>

                                                                      APPENDIX A



                        PROVISIONS RELATING TO SECURITIES
                               AND NEW SECURITIES

         1.  Definitions

         1.1  Definitions

         For the purposes of this Appendix A the following terms will have the
meanings indicated below:

                  "Applicable Procedures" means, with respect to any transfer or
transaction involving a Regulation S Global Security or beneficial interest
therein, the rules and procedures of the Depositary for such Global Security in
each case to the extent applicable to such transaction and as in effect from
time to time.

                  "Cedel" means Cedel Bank, S.A., or any successor
securities clearing agency.

                  "Definitive Security" means a certificated Security or New
Security (bearing the Restricted Securities Legend if the transfer of such
Security is restricted by applicable law) that does not include the Global
Securities Legend.

                  "Depositary" means The Depository Trust Company, its nominees
and their respective successors.

                  "Euroclear" means the Euroclear Clearance System or any
successor securities clearing agency.

                  "Global Securities Legend" means the legend set forth under
that caption in Exhibit A to this Indenture.

                  "IAI" means an institutional "accredited investor" as
described in Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

                  "Initial Purchasers" means Salomon Smith Barney Inc., TD
Securities (USA) Inc., First Union Securities Inc. and Scotia
Capital (USA) Inc.

                  "New Securities" means the New Securities as defined in the
Registration Agreement.

                  "Purchase Agreement" means the Purchase Agreement dated August
7, 2001 among the Company, the Subsidiary Guarantors and the Initial Purchasers.

                  "QIB" means a "qualified institutional buyer" as defined in
Rule 144A.

                  "Registered Exchange Offer" means the offer by the Company,
pursuant to the Registration Agreement, to certain Holders of Securities, to
issue and deliver to such Holders, in exchange

<PAGE>

                                                                               2


for their Securities, a like aggregate principal amount of New Securities
registered under the Securities Act.

                  "Registration Agreement" means the Exchange and Registration
Rights Agreement dated August 7, 2001 , among the Company, the Subsidiary
Guarantors, and the Initial Purchasers.

                  "Regulation S" means Regulation S under the Securities Act.

                  "Regulation S Securities" means all Securities offered and
sold outside the United States in reliance on Regulation S.

                  "Restricted Period," with respect to any Securities, means the
period of 40 consecutive days beginning on and including the later of (i) the
day on which such Securities are first offered to persons other than
distributors (as defined in Regulation S under the Securities Act) in reliance
on Regulation S and (ii) the Issue Date with respect to such Securities.

                  "Restricted Securities Legend" means the legend set forth in
Section 2.3(e)(i) herein.

                  "Rule 501" means Rule 501(a)(1), (2), (3) or (7) under the
Securities Act.

                  "Rule 144A" means Rule 144A under the Securities Act.

                  "Rule 144A Securities" means all Securities offered and sold
to QIBs in reliance on Rule 144A.

                  "Securities" means the 13(5/8)% Senior Notes due 2011 of the
Company.

                  "Securities Act" means the Securities Act of 1933, as amended.

                  "Securities Custodian" means the custodian with respect to a
Global Security (as appointed by the Depositary) or any successor person
thereto, who will initially be the Trustee.

                  "Shelf Registration Statement" means a registration statement
filed by the Company in connection with the offer and sale of Securities
pursuant to the Registration Agreement.

                  "Transfer Restricted Securities" means Definitive Securities
and any other Securities that bear or are required to bear the Restricted
Securities Legend.

<PAGE>

                                                                               3


         1.2  Other Definitions

         Term:                                           Defined in Section:
         ----                                            ------------------

"Agent Members".......................................................2.1(b)
"IAI Global Security".................................................2.1(a)
"Global Security".....................................................2.1(a)
"Regulation S Global Security"........................................2.1(a)
"Rule 144A Global Security"...........................................2.1(a)


        2.  The Securities

        2.1  Form and Dating

                  The Securities issued on the date hereof will be (i) offered
and sold by the Company pursuant to the Purchase Agreement and (ii) resold,
initially only to (A) QIBs in reliance on Rule 144A and (B) Persons other than
U.S. Persons (as defined in Regulation S) in reliance on Regulation S. Such
Securities may thereafter be transferred to, among others, QIBs, purchasers in
reliance on Regulation S and, except as set forth below, IAIs in accordance with
Rule 501 subject to the terms and conditions set forth herein.

                  (a) Global Securities. Rule 144A Securities shall be issued
initially in the form of one or more permanent global Securities in definitive,
fully registered form (collectively, the "Rule 144A Global Security") and
Regulation S Securities shall be issued initially in the form of one or more
global Securities (collectively, the "Regulation S Global Security"), in each
case without interest coupons and bearing the Global Securities Legend and
Restricted Securities Legend, which shall be deposited on behalf of the
purchasers of the Securities represented thereby with the Securities Custodian,
and registered in the name of the Depositary or a nominee of the Depositary,
duly executed by the Company and authenticated by the Trustee as provided in
this Indenture. One or more global securities in definitive, fully registered
form without interest coupons and bearing the Global Securities Legend and the
Restricted Securities Legend (collectively, the "IAI Global Security") shall
also be issued on the date of this Indenture, deposited with the Securities
Custodian, and registered in the name of the Depositary or a nominee of the
Depositary, duly executed by the Company and authenticated by the Trustee as
provided in this Indenture to accommodate transfers of beneficial interests in
the Securities to IAIs subsequent to the initial distribution. Beneficial
ownership interests in the Regulation S Global Security shall not be
exchangeable for interests in the Rule 144A Global Security, the IAI Global
Security or any other Security without a Restricted Securities Legend until the
expiration of the Restricted Period. The Rule 144A Global Security, the IAI
Global Security and the Regulation S Global Security are each referred to herein
as a "Global Security" and are collectively referred to herein as "Global
Securities." The aggregate principal amount of each of the Global Securities may
from time to time be increased or decreased

<PAGE>

                                                                               4


by adjustments made on the records of the Trustee and the Depositary or its
nominee as hereinafter provided.

                  (b) Book-Entry Provisions. This Section 2.1(b) shall apply
only to a Global Security deposited with or on behalf of the Depositary.

                  The Company shall execute and the Trustee shall, in accordance
with this Section 2.1(b) and pursuant to an order of the Company, authenticate
and deliver initially one or more Global Securities that (a) shall be registered
in the name of the Depositary for such Global Security or Global Securities or
the nominee of such Depositary and (b) shall be delivered by the Trustee to such
Depositary or pursuant to such Depositary's instructions or held by the Trustee
as Securities Custodian.

                  Members of, or participants in, the Depositary ("Agent
Members") shall have no rights under this Indenture with respect to any Global
Security held on their behalf by the Depositary or by the Trustee as Securities
Custodian or under such Global Security, and the Depositary may be treated by
the Company, the Trustee and any agent of the Company or the Trustee as the
absolute owner of such Global Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee or any agent of the Company or the Trustee from giving effect to any
written certification, proxy or other authorization furnished by the Depositary
or impair, as between the Depositary and its Agent Members, the operation of
customary practices of such Depositary governing the exercise of the rights of a
holder of a beneficial interest in any Global Security.

                  (c) Definitive Securities. Except as provided in Section 2.3
or 2.4, owners of beneficial interests in Global Securities will not be entitled
to receive physical delivery of certificated Securities or New Securities.

        2.2 Authentication. The Trustee shall authenticate and make available
for delivery upon a written order of the Company signed by two Officers (1)
Securities for original issue on the date hereof in an aggregate principal
amount of $150,000,000 and (2) the New Securities for issue only in a Registered
Exchange Offer pursuant to the Registration Agreement and for a like principal
amount of Securities exchanged pursuant thereto. Such order shall specify the
amount of the Securities to be authenticated, the date on which the original
issue of Securities is to be authenticated and whether the Securities are to be
Securities or New Securities. The aggregate principal amount of Securities
outstanding at any time may not exceed $150,000,000 except as provided in
Section 2.07 of this Indenture.

                  2.3 Transfer and Exchange. (a) Transfer and Exchange of
Definitive Securities. When Definitive Securities are presented to the Registrar
with a request:

                  (x) to register the transfer of such Definitive Securities; or

<PAGE>

                                                                               5


                  (y) to exchange such Definitive Securities for an equal
         principal amount of Definitive Securities of other authorized
         denominations,

the Registrar shall register the transfer or make the exchange as requested if
its reasonable requirements for such transaction are met; provided, however,
that the Definitive Securities surrendered for transfer or exchange:

                  (i) shall be duly endorsed or accompanied by a written
        instrument of transfer in form reasonably satisfactory to the Company
        and the Registrar, duly executed by the Holder thereof or his attorney
        duly authorized in writing; and

                  (ii) are accompanied by the following additional information
         and documents, as applicable:

                           (A) if such Definitive Securities are being delivered
                  to the Registrar by a Holder for registration in the name of
                  such Holder, without transfer, a certification from such
                  Holder to that effect (in the form set forth on the reverse
                  side of the Security); or

                           (B) if such Definitive Securities are being
                  transferred to the Company, a certification to that effect (in
                  the form set forth on the reverse side of the Security); or

                           (C) if such Definitive Securities are being
                  transferred pursuant to an exemption from registration in
                  accordance with Rule 144 under the Securities Act or in
                  reliance upon another exemption from the registration
                  requirements of the Securities Act, (i) a certification to
                  that effect (in the form set forth on the reverse side of the
                  Security) and (ii) if the Company so requests, an opinion of
                  counsel or other evidence reasonably satisfactory to it as to
                  the compliance with the restrictions set forth in the legend
                  set forth in Section 2.3(e)(i).

                  (b) Restrictions on Transfer of a Definitive Security for a
Beneficial Interest in a Global Security. A Definitive Security may not be
exchanged for a beneficial interest in a Global Security except upon
satisfaction of the requirements set forth below. Upon receipt by the Trustee of
a Definitive Security, duly endorsed or accompanied by a written instrument of
transfer in form reasonably satisfactory to the Company and the Registrar,
together with:

                  (i) certification (in the form set forth on the reverse side
        of the Security) that such Definitive Security is being transferred (A)
        to a QIB in accordance with Rule 144A, (B) to an IAI that has furnished
        to the Trustee a signed letter substantially in the form of Exhibit D or
        (C) outside the United States in an offshore transaction within the
        meaning of

<PAGE>

                                                                               6


         Regulation S and in compliance with Rule 904 under the Securities Act;
         and

                  (ii) written instructions directing the Trustee to make, or to
        direct the Securities Custodian to make, an adjustment on its books and
        records with respect to such Global Security to reflect an increase in
        the aggregate principal amount of the Securities represented by the
        Global Security, such instructions to contain information regarding the
        Depositary account to be credited with such increase,

then the Trustee shall cancel such Definitive Security and cause, or direct the
Securities Custodian to cause, in accordance with the standing instructions and
procedures existing between the Depositary and the Securities Custodian, the
aggregate principal amount of Securities represented by the Global Security to
be increased by the aggregate principal amount of the Definitive Security to be
exchanged and shall credit or cause to be credited to the account of the Person
specified in such instructions a beneficial interest in the Global Security
equal to the principal amount of the Definitive Security so canceled. If no
Global Securities are then outstanding and the Global Security has not been
previously exchanged for certificated securities pursuant to Section 2.4, the
Company shall issue and the Trustee shall authenticate, upon written order of
the Company in the form of an Officers' Certificate, a new Global Security in
the appropriate principal amount.

                  (c) Transfer and Exchange of Global Securities. (i) The
transfer and exchange of Global Securities or beneficial interests therein shall
be effected through the Depositary, in accordance with this Indenture (including
applicable restrictions on transfer set forth herein, if any) and the procedures
of the Depositary therefor. A transferor of a beneficial interest in a Global
Security shall deliver a written order given in accordance with the Depositary's
procedures containing information regarding the participant account of the
Depositary to be credited with a beneficial interest in such Global Security or
another Global Security and such account shall be credited in accordance with
such order with a beneficial interest in the applicable Global Security and the
account of the Person making the transfer shall be debited by an amount equal to
the beneficial interest in the Global Security being transferred. Transfers by
an owner of a beneficial interest in the Rule 144A Global Security or the IAI
Global Security to a transferee who takes delivery of such interest through the
Regulation S Global Security, whether before or after the expiration of the
Restricted Period, shall be made only upon receipt by the Trustee of a
certification from the transferor to the effect that such transfer is being made
in accordance with Regulation S or (if available) Rule 144 under the Securities
Act and that, if such transfer is being made prior to the expiration of the
Restricted Period, the interest transferred shall be held immediately thereafter
through Euroclear or Cedel. In the case of a transfer of a beneficial interest
in either the Regulation S Global Security or the Rule 144A Global Security for
an interest in

<PAGE>

                                                                               7


the IAI Global Security, the transferee must furnish a signed letter
substantially in the form of Exhibit D to the Trustee.

                  (ii) If the proposed transfer is a transfer of a beneficial
        interest in one Global Security to a beneficial interest in another
        Global Security, the Registrar shall reflect on its books and records
        the date and an increase in the principal amount of the Global Security
        to which such interest is being transferred in an amount equal to the
        principal amount of the interest to be so transferred, and the Registrar
        shall reflect on its books and records the date and a corresponding
        decrease in the principal amount of Global Security from which such
        interest is being transferred.

                  (iii) Notwithstanding any other provisions of this Appendix
        (other than the provisions set forth in Section 2.4), a Global Security
        may not be transferred as a whole except by the Depositary to a nominee
        of the Depositary or by a nominee of the Depositary to the Depositary or
        another nominee of the Depositary or by the Depositary or any such
        nominee to a successor Depositary or a nominee of such successor
        Depositary.

                  (iv) In the event that a Global Security is exchanged for
        Definitive Securities pursuant to Section 2.4 prior to the consummation
        of the Registered Exchange Offer or the effectiveness of the Shelf
        Registration Statement with respect to such Securities, such Securities
        may be exchanged only in accordance with such procedures as are
        substantially consistent with the provisions of this Section 2.3
        (including the certification requirements set forth on the reverse of
        the Securities intended to ensure that such transfers comply with Rule
        144A, Regulation S or such other applicable exemption from registration
        under the Securities Act, as the case may be) and such other procedures
        as may from time to time be adopted by the Company.

                  (d) Restrictions on Transfer of Regulation S Global Security.
(i) Prior to the expiration of the Restricted Period, interests in the
Regulation S Global Security may only be held through Euroclear or Cedel. During
the Restricted Period, beneficial ownership interests in the Regulation S Global
Security may only be sold, pledged or transferred through Euroclear or Cedel in
accordance with the Applicable Procedures and only (A) to the Company, (B) so
long as such security is eligible for resale pursuant to Rule 144A, to a person
whom the selling holder reasonably believes is a QIB that purchases for its own
account or for the account of a QIB to whom notice is given that the resale,
pledge or transfer is being made in reliance on Rule 144A, (C) in an offshore
transaction in accordance with Regulation S, (D) pursuant to an exemption from
registration under the Securities Act provided by Rule 144 (if applicable) under
the Securities Act, (E) to an IAI purchasing for its own account, or for the
account of such an IAI, in a minimum principal amount of Securities of $250,000
or (F) pursuant to an effective registration statement under the Securities Act,
in each case in accordance with any

<PAGE>

                                                                               8


applicable securities laws of any state of the United States. Prior to the
expiration of the Restricted Period, transfers by an owner of a beneficial
interest in the Regulation S Global Security to a transferee who takes delivery
of such interest through the Rule 144A Global Security or the IAI Global
Security shall be made only in accordance with Applicable Procedures and upon
receipt by the Trustee of a written certification from the transferor of the
beneficial interest in the form provided on the reverse of the Security to the
effect that such transfer is being made to (i) a person whom the transferor
reasonably believes is a QIB within the meaning of Rule 144A in a transaction
meeting the requirements of Rule 144A or (ii) an IAI purchasing for its own
account, or for the account of such an IAI, in a minimum principal amount of the
Securities of $250,000. Such written certification shall no longer be required
after the expiration of the Restricted Period. In the case of a transfer of a
beneficial interest in the Regulation S Global Security for an interest in the
IAI Global Security, the transferee must furnish a signed letter substantially
in the form of Exhibit D to the Trustee.

                  (ii) Upon the expiration of the Restricted Period, beneficial
        ownership interests in the Regulation S Global Security shall be
        transferable in accordance with applicable law and the other terms of
        this Indenture.

                  (e)  Legend.

                  (i) Except as permitted by the following paragraphs (ii),
        (iii) or (iv), each Security certificate evidencing the Global
        Securities and the Definitive Securities (and all Securities issued in
        exchange therefor or in substitution thereof) shall bear a legend in
        substantially the following form (each defined term in the legend being
        defined as such for purposes of the legend only):

                  "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION."

                  THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE
RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY
AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF
SUCH SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION
STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO
LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED

<PAGE>

                                                                               9


INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE
UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E)
TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR
(7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR
ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN
INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF
THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR
FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND
THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO
CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND
WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
TERMINATION DATE."

Each Security evidencing a Global Security offered and sold to QIBs pursuant to
Rule 144A shall bear a legend in substantially the following form:

        "EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF
THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5
OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER."

Each Definitive Security shall bear the following additional legend:

        "IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE
REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH
TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH
THE FOREGOING RESTRICTIONS."

                  (ii) Upon any sale or transfer of a Transfer Restricted
        Security that is a Definitive Security, the Registrar shall permit the
        Holder thereof to exchange such Transfer Restricted Security for a
        Definitive Security that does not bear the legends set forth above and
        rescind any restriction on the transfer of such Transfer Restricted
        Security if the Holder certifies in writing to the Registrar that its
        request for such exchange was made in reliance on Rule 144 (such
        certification to be in the form set forth on the reverse of the
        Security).

                  (iii) After a transfer of any Securities during the period of
        the effectiveness of a Shelf Registration Statement with respect to such
        Securities all requirements pertaining to the Restricted Securities
        Legend on such Securities shall cease to apply and the requirements that
        any such Securities be issued in global form shall continue to apply.

                  (iv) Upon the consummation of a Registered Exchange Offer with
        respect to the Securities pursuant to which Holders of such Securities
        are offered New Securities in exchange for

<PAGE>

                                                                              10


        their Securities, all requirements pertaining to Securities that
        Securities be issued in global form shall continue to apply, and New
        Securities in global form without the Restricted Securities Legend shall
        be available to Holders that exchange such Securities in such Registered
        Exchange Offer.

                  (v) Upon a sale or transfer after the expiration of the
        Restricted Period of any Initial Security acquired pursuant to
        Regulation S, all requirements that such Security bear the Restricted
        Securities Legend shall cease to apply and the requirements requiring
        any such Security be issued in global form shall continue to apply.

                  (f) Cancelation or Adjustment of Global Security. At such time
as all beneficial interests in a Global Security have either been exchanged for
Definitive Securities, transferred, redeemed, repurchased or canceled, such
Global Security shall be returned by the Depositary to the Trustee for
cancelation or retained and canceled by the Trustee. At any time prior to such
cancelation, if any beneficial interest in a Global Security is exchanged for
Definitive Securities, transferred in exchange for an interest in another Global
Security, redeemed, repurchased or canceled, the principal amount of Securities
represented by such Global Security shall be reduced and an adjustment shall be
made on the books and records of the Trustee (if it is then the Securities
Custodian for such Global Security) with respect to such Global Security, by the
Trustee or the Securities Custodian, to reflect such reduction.

                  (g) Obligations with Respect to Transfers and Exchanges of
Securities.

                  (i) To permit registrations of transfers and exchanges, the
         Company shall execute and the Trustee shall authenticate, Definitive
         Securities and Global Securities at the Registrar's request.

                  (ii) No service charge shall be made for any registration of
         transfer or exchange, but the Company may require payment of a sum
         sufficient to cover any transfer tax, assessments, or similar
         governmental charge payable in connection therewith (other than any
         such transfer taxes, assessments or similar governmental charge payable
         upon exchange or transfer pursuant to Sections 3.06, 4.07, 4.14 and
         9.05 of the Indenture).

                  (iii) Prior to the due presentation for registration of
         transfer of any Security, the Company, the Trustee, the Paying Agent or
         the Registrar may deem and treat the person in whose name a Security is
         registered as the absolute owner of such Security for the purpose of
         receiving payment of principal of and interest on such Security and for
         all other purposes whatsoever, whether or not such Security is overdue,
         and none of the Company, the Trustee, the Paying Agent or the Registrar
         shall be affected by notice to the contrary.

<PAGE>

                                                                              11


                  (iv) The Company shall not be required to make and the
         Registrar need not register transfers or exchanges of Securities
         selected for redemption (except, in the case of Securities to be
         redeemed in part, the portion thereof not to be redeemed) or any
         Securities for a period of 15 days before a selection of Securities to
         be redeemed.

                  (v) All Securities issued upon any transfer or exchange
         pursuant to the terms of this Indenture shall evidence the same debt
         and shall be entitled to the same benefits under this Indenture as the
         Securities surrendered upon such transfer or exchange.

                  (h)  No Obligation of the Trustee.

                  (i) The Trustee shall have no responsibility or obligation to
         any beneficial owner of a Global Security, a member of, or a
         participant in the Depositary or any other Person with respect to the
         accuracy of the records of the Depositary or its nominee or of any
         participant or member thereof, with respect to any ownership interest
         in the Securities or with respect to the delivery to any participant,
         member, beneficial owner or other Person (other than the Depositary) of
         any notice (including any notice of redemption or repurchase) or the
         payment of any amount, under or with respect to such Securities. All
         notices and communications to be given to the Holders and all payments
         to be made to Holders under the Securities shall be given or made only
         to the registered Holders (which shall be the Depositary or its nominee
         in the case of a Global Security). The rights of beneficial owners in
         any Global Security shall be exercised only through the Depositary
         subject to the applicable rules and procedures of the Depositary. The
         Trustee may rely and shall be fully protected in relying upon
         information furnished by the Depositary with respect to its members,
         participants and any beneficial owners.

                  (ii) The Trustee shall have no obligation or duty to monitor,
         determine or inquire as to compliance with any restrictions on transfer
         imposed under this Indenture or under applicable law with respect to
         any transfer of any interest in any Security (including any transfers
         between or among Depositary participants, members or beneficial owners
         in any Global Security) other than to require delivery of such
         certificates and other documentation or evidence as are expressly
         required by, and to do so if and when expressly required by, the terms
         of this Indenture, and to examine the same to determine substantial
         compliance as to form with the express requirements hereof.

         2.4  Definitive Securities

                  (a) A Global Security deposited with the Depositary or with
the Trustee as Securities Custodian pursuant to Section 2.1 shall be transferred
to the beneficial owners thereof in the form of Definitive Securities in an
aggregate principal amount equal to

<PAGE>

                                                                              12


the principal amount of such Global Security, in exchange for such Global
Security, only if such transfer complies with Section 2.3 and (i) the Depositary
notifies the Company that it is unwilling or unable to continue as a Depositary
for such Global Security or if at any time the Depositary ceases to be a
"clearing agency" registered under the Exchange Act, and a successor depositary
is not appointed by the Company within 90 days of such notice, or (ii) an Event
of Default has occurred and is continuing or (iii) the Company, in its sole
discretion, notifies the Trustee in writing that it elects to cause the issuance
of certificated Securities under this Indenture.

                  (b) Any Global Security that is transferable to the beneficial
owners thereof pursuant to this Section 2.4 shall be surrendered by the
Depositary to the Trustee, to be so transferred, in whole or from time to time
in part, without charge, and the Trustee shall authenticate and deliver, upon
such transfer of each portion of such Global Security, an equal aggregate
principal amount of Definitive Securities of authorized denominations. Any
portion of a Global Security transferred pursuant to this Section 2.4 shall be
executed, authenticated and delivered only in denominations of $1,000 of
principal amount and any integral multiple thereof and registered in such names
as the Depositary shall direct. Any certificated Security in the form of a
Definitive Security delivered in exchange for an interest in the Global Security
shall, except as otherwise provided by Section 2.3(e), bear the Restricted
Securities Legend.

                  (c) Subject to the provisions of Section 2.4(b), the
registered Holder of a Global Security may grant proxies and otherwise authorize
any Person, including Agent Members and Persons that may hold interests through
Agent Members, to take any action which a Holder is entitled to take under this
Indenture or the Securities.

                  (d) In the event of the occurrence of any of the events
specified in Section 2.4(a)(i), (ii) or (iii), the Company will promptly make
available to the Trustee a reasonable supply of Definitive Securities in fully
registered form without interest coupons.

<PAGE>

                                                                       EXHIBIT A




                           [FORM OF FACE OF SECURITY]

                           [Global Securities Legend]

                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                  TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR
THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.


                         [Restricted Securities Legend]

                  THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

                  THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE
RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY
AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF
SUCH SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION
STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO
LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS
AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION
S UNDER THE SECURITIES ACT, (E) TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN
INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A
MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF

<PAGE>

                                                                               2


$250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN
CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F)
PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO
ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE
THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF
THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

                  EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE
SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF
SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.(1)

                       [Legend for Definitive Securities]

        IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE
        REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS
        SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER
        COMPLIES WITH THE FOREGOING RESTRICTIONS."












- ---------------
   (1) To be added to Securities sold to QIB's under Rule 144A.




<PAGE>

                                                                               3



No.                                                       [up to]***$__________

                          13(5/8)% Senior Note due 2011

                                                          CUSIP No. [          ]

                  Alamosa (Delaware), Inc., a Delaware corporation,
promises to pay to [Cede & Co.]***, or registered assigns, on August
15, 2011, the principal amount [of              Dollars]** [as set
forth on the Schedule of Increases or Decreases annexed hereto]***.

                  Interest Payment Dates: August 15 and February 15.

                  Record Dates: August 1 and February 1.










- --------
   ** Insert for Definitive Securities
   *** Insert for Global Securities

<PAGE>

                                                                               4


                  Additional provisions of this Security are set forth on the
back of this Security.

                  IN WITNESS WHEREOF, the parties have caused this instrument to
be duly executed.


                                         ALAMOSA (DELAWARE), INC.,

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


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


[CORPORATE SEAL]


TRUSTEE'S CERTIFICATE OF
         AUTHENTICATION

Dated:  [   ], [   ]

WELLS FARGO BANK MINNESOTA, N.A.,

         as Trustee, certifies
         that this is one of
         the Securities referred
         to in the Indenture.



by:
    --------------------------------
         Authorized Signatory




*/ If the Security is to be issued in global form, add the Global Securities
Legend and the attachment captioned "TO BE ATTACHED TO GLOBAL SECURITIES -
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY".

<PAGE>


                           [FORM OF BACK OF SECURITY]

                          13(5/8)% Senior Note due 2011


1.  Interest

                  (a) Alamosa (Delaware), Inc., a Delaware corporation (such
corporation, and its successors and assigns under the Indenture hereinafter
referred to, being herein called the "Company"), promises to pay interest on the
principal amount of this Security at the rate per annum shown above. The Company
will pay interest semiannually on August 15 and February 15 of each year,
commencing February 15, 2002. Interest shall be computed on the basis of a
360-day year of twelve 30-day months. The Company shall pay interest on overdue
principal at the rate borne by the Securities plus 1% per annum, and it shall
pay interest on overdue installments of interest at the rate borne by the
Securities to the extent lawful.

                  (b) Liquidated Damages. The holder of this Security is
entitled to the benefits of an Exchange and Registration Rights Agreement, dated
as of August 7, 2001, among the Company, the Subsidiary Guarantors and the
Initial Purchasers named therein (the "Registration Agreement"). Capitalized
terms used in this paragraph (b) but not defined herein have the meanings
assigned to them in the Registration Agreement. If (i) on or prior to the 90th
day following the date of original issuance of the notes, neither the Exchange
Offer Registration Statement nor the Shelf Registration Statement has been filed
with the Commission, (ii) on or prior to the 180th day following the date of
original issuance of the notes, neither the Exchange Offer Registration
Statement nor the Shelf Registration Statement has been declared effective,
(iii) on or prior to the 210th day following the date of original issuance of
the notes, neither the Registered Exchange Offer has been consummated nor the
Shelf Registration Statement has been declared effective, or (iv) 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 clauses (i) through (iv) a
"Registration Default"), interest ("Special Interest") will accrue (in addition
to the stated interest on the notes and the Exchange 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 Securities
constituting Transfer Restricted Securities held by such holder at a rate of
0.25% per annum until the applicable Registration Statement is filed or declared
effective, the Registered Exchange Offer is consummated or the Shelf
Registration Statement again becomes effective, as the case may be. All accrued
liquidated damages shall be paid to holders in the same manner as interest
payments on the Securities on semi-annual payment dates which correspond to
interest payment dates for the Securities. Following the cure of

<PAGE>

                                                                               2


all Registration Defaults, the accrual of liquidated damages shall cease. The
Trustee shall have no responsibility with respect to the determination of the
amount of any such liquidated damages. For purposes of the foregoing, "Transfer
Restricted Securities" means (i) each Security until the date on which such
Security has been exchanged for a freely transferable New Security in the
Registered Exchange Offer, (ii) each Security until the date on which such
Security has been effectively registered under the Securities Act and disposed
of in accordance with a Shelf Registration Statement or (iii) each Security
until the date on which such Security is distributed to the public pursuant to
Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under
the Securities Act.

2.  Method of Payment

                  The Company will pay interest on the Securities (except
defaulted interest) to the Persons who are registered holders of Securities at
the close of business on August 1 or February 1 next preceding the interest
payment date even if Securities are canceled after the record date and on or
before the interest payment date. Holders must surrender Securities to a Paying
Agent to collect principal payments. The Company will pay principal and interest
in money of the United States of America that at the time of payment is legal
tender for payment of public and private debts. Payments in respect of the
Securities represented by a Global Security (including principal, premium and
interest) will be made by wire transfer of immediately available funds to the
accounts specified by The Depository Trust Company. The Company will make all
payments in respect of a Definitive Security (including principal, premium and
interest), by mailing a check to the registered address of each Holder thereof;
provided, however, that payments on the Securities may also be made, in the case
of a Holder of at least $1,000,000 aggregate principal amount of Securities, by
wire transfer to a U.S. dollar account maintained by the payee with a bank in
the United States if such Holder elects payment by wire transfer by giving
written notice to the Trustee or the Paying Agent to such effect designating
such account no later than 30 days immediately preceding the relevant due date
for payment (or such other date as the Trustee may accept in its discretion).

3.  Paying Agent and Registrar

                  Initially, Wells Fargo Bank Minnesota, N.A., a national
banking association (the "Trustee"), will act as Paying Agent and Registrar. The
Company may appoint and change any Paying Agent, Registrar or co-registrar
without notice. The Company or any of its domestically incorporated Wholly Owned
Subsidiaries may act as Paying Agent, Registrar or co-registrar.

4.  Indenture

                  The Company issued the Securities under an Indenture dated as
of August 15, 2001 (the "Indenture"), among the Company, the Subsidiary
Guarantors and the Trustee. The terms of the Securities include those stated in
the Indenture and those made

<PAGE>

                                                                               3


part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C.
ss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA").
Terms defined in the Indenture and not defined herein have the meanings ascribed
thereto in the Indenture. The Securities are subject to all such terms, and
Securityholders are referred to the Indenture and the TIA for a statement of
those terms.

                  The Securities are senior unsecured obligations of the Company
limited to $150,000,000 aggregate principal amount (subject to Section 2.07 of
the Indenture). The Indenture imposes certain limitations on the ability of the
Company and its Restricted Subsidiaries to, among other things, make certain
Investments and other Restricted Payments, pay dividends and other
distributions, incur Debt, enter into consensual restrictions upon the payment
of certain dividends and distributions by such Restricted Subsidiaries, issue or
sell shares of capital stock of such Restricted Subsidiaries, enter into or
permit certain transactions with Affiliates, create or incur Liens and make
Asset Sales. The Indenture also imposes limitations on the ability of the
Company and the Subsidiary Guarantors to consolidate or merge with or into any
other Person or sell, transfer, assign, lease, convey or otherwise dispose of
all or substantially all of the Property of the Company or any such Subsidiary
Guarantor.

                  Pursuant to the terms of the Indenture, the Subsidiary
Guarantors have, jointly and severally, guaranteed the due and punctual payment
of the principal and interest on the Securities and all other amounts payable by
the Company under the Indenture and the Securities when and as the same shall be
due and payable, whether at maturity, by acceleration or otherwise, according to
the terms of the Securities and the Indenture. The Subsidiary Guaranties are
subordinated in right of payment to each Subsidiary Guarantor's obligations with
respect to Designated Senior Debt.

5.  Optional Redemption

                  Except as set forth below, the Securities are not redeemable
prior to August 15, 2006. On and after that date, the Company may redeem the
Securities in whole at any time or in part from time to time at the following
redemption prices (expressed in percentages of principal amount), 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 that is on or prior to the date of redemption),
if redeemed during the 12-month period beginning on or after August 15 of the
years set forth below:

<PAGE>

                                                                               4


                                                                      Redemption
Period                                                                Price
- ------                                                                -----


2006..................................................................106.813%
2007..................................................................104.542%
2008 .................................................................102.271%
2009 and thereafter...................................................100.000%


                  Notwithstanding the foregoing, on or prior to August 15, 2004
the Company may redeem up to 35% of the original aggregate principal amount of
the Securities issued with the proceeds from one or more Public Equity
Offerings, at a redemption price equal to 113.625% 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 that is on or prior
to the date of redemption); provided, however, that after giving effect to any
such redemption, at least 65% of the original aggregate principal amount of the
Securities remains outstanding. Any such redemption shall be made within 90 days
of such Public Equity Offering.

6.  Sinking Fund

                  The Securities are not subject to any sinking fund.

7.  Notice of Redemption

                  Notice of redemption will be mailed by first-class mail at
least 30 days but not more than 60 days before the redemption date to each
Holder of Securities to be redeemed at his or her registered address. Securities
in denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000. If money sufficient to pay the redemption price of and
accrued interest on all Securities (or portions thereof) to be redeemed on the
redemption date is deposited with the Paying Agent on or before the redemption
date and certain other conditions are satisfied, on and after such date interest
ceases to accrue on such Securities (or such portions thereof) called for
redemption.

8. Repurchase of Securities at the Option of Holders upon Change of Control

                  Upon a Change of Control, any Holder of Securities will have
the right, subject to certain conditions specified in the Indenture, to cause
the Company to repurchase all or any part of the Securities of such Holder at a
purchase price equal to 101% of the principal amount of the Securities to be
repurchased plus accrued and unpaid interest, if any, to the date of purchase
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date that is on or prior
to the date of purchase) as provided in, and subject to the terms of, the
Indenture.

<PAGE>

                                                                               5


9.  Denominations; Transfer; Exchange

                  The Securities are in registered form without coupons in
denominations of $1,000 and whole multiples of $1,000. A Holder may transfer or
exchange Securities in accordance with the Indenture. Upon any transfer or
exchange, the Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements or transfer documents and to pay any
taxes required by law or permitted by the Indenture. The Registrar need not
register the transfer of or exchange any Securities selected for redemption
(except, in the case of a Security to be redeemed in part, the portion of the
Security not to be redeemed) or to transfer or exchange any Securities for a
period of 15 days prior to a selection of Securities to be redeemed or 15 days
before an interest payment date.

10.  Persons Deemed Owners

                  The registered Holder of this Security may be treated as the
owner of it for all purposes.

11.  Unclaimed Money

                  If money for the payment of principal or interest remains
unclaimed for two years, the Trustee or Paying Agent shall pay the money back to
the Company at its written request unless an abandoned property law designates
another Person. After any such payment, Holders entitled to the money must look
only to the Company and not to the Trustee for payment.

12.  Discharge and Defeasance

                  Subject to certain conditions, the Company at any time may
terminate some of or all its obligations under the Securities and the Indenture
if the Company deposits with the Trustee money or U.S. Government Obligations
for the payment of principal, premium, if any, and interest on the Securities to
redemption or maturity, as the case may be.

13.  Amendment, Waiver

                  Subject to certain exceptions set forth in the Indenture, (i)
the Indenture or the Securities may be amended without prior notice to any
Securityholder but with the written consent of the Holders of at least a
majority in aggregate principal amount of the outstanding Securities and (ii)
any default or noncompliance with any provision may be waived with the written
consent of the Holders of at least a majority in principal amount of the
outstanding Securities. Subject to certain exceptions set forth in the
Indenture, without the consent of any Holder of Securities, the Company and the
Trustee may amend the Indenture or the Securities (i) to cure any ambiguity,
omission, defect or inconsistency; (ii) to comply with Article V of the
Indenture; (iii) to provide for uncertificated Securities in addition to or in
place of certificated Securities; (iv) to make certain changes in the
subordination provisions; (v) to add Guarantees with respect to

<PAGE>

                                                                               6


the Securities or to release Subsidiary Guarantors from Subsidiary Guaranties as
provided in the Indenture; (vi) to secure the Securities; (vii) to add
additional covenants or to surrender rights and powers conferred on the Company;
(viii) to comply with the requirements of the SEC in order to effect or maintain
the qualification of the Indenture under the TIA; or (ix) to make any change
that does not adversely affect the rights of any Securityholder.

14.  Defaults and Remedies

                  If an Event of Default occurs and is continuing, the Trustee
or the Holders of at least 25% in aggregate principal amount of the Securities
then outstanding, subject to certain limitations, may declare all the Securities
to be immediately due and payable. Certain events of bankruptcy or insolvency
are Events of Default and shall result in the Securities being immediately due
and payable upon the occurrence of such Events of Default without any further
act of the Trustee or any Holder.

                  Holders of Securities may not enforce the Indenture or the
Securities except as provided in the Indenture. The Trustee may refuse to
enforce the Indenture or the Securities unless it receives reasonable indemnity
or security. Subject to certain limitations, Holders of a majority in aggregate
principal amount of the Securities then outstanding may direct the Trustee in
its exercise of any trust or power under the Indenture. The Holders of a
majority in aggregate principal amount of the Securities then outstanding, by
written notice to the Company and the Trustee, may rescind any declaration of
acceleration and its consequences if the rescission would not conflict with any
judgment or decree, and if all existing Events of Default have been cured or
waived except nonpayment of principal or interest that has become due solely
because of the acceleration.

15.  Trustee Dealings with the Company

                  Subject to certain limitations imposed by the TIA, the Trustee
under the Indenture, in its individual or any other capacity, may become the
owner or pledgee of Securities and may otherwise deal with and collect
obligations owed to it by the Company or its Affiliates and may otherwise deal
with the Company or its Affiliates with the same rights it would have if it were
not Trustee.

16.  No Recourse Against Others

                  A director, officer, employee or stockholder, as such, of the
Company or any Subsidiary Guarantor shall not have any liability for any
obligations of the Company or any Subsidiary Guarantor under the Securities or
the Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a Security, each Securityholder
waives and releases all such liability. The waiver and release are part of the
consideration for the issue of the Securities.

<PAGE>

                                                                               7


17.  Authentication

                  This Security shall not be valid until an authorized signatory
of the Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Security.

18.  Abbreviations

                  Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT
(=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship
and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to
Minors Act).

19.  Governing Law

                  THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

20.  CUSIP Numbers

                  Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Company has caused CUSIP numbers
to be printed on the Securities and has directed the Trustee to use CUSIP
numbers in notices of redemption as a convenience to Securityholders. No
representation is made as to the accuracy of such numbers either as printed on
the Securities or as contained in any notice of redemption and reliance may be
placed only on the other identification numbers placed thereon.

                  THE COMPANY WILL FURNISH TO ANY HOLDER OF SECURITIES UPON
WRITTEN REQUEST AND WITHOUT CHARGE TO THE HOLDER A COPY OF THE INDENTURE WHICH
HAS IN IT THE TEXT OF THIS SECURITY. REQUESTS MAY BE MADE TO:


                            ALAMOSA (DELAWARE), INC.
                               5225 SOUTH LOOP 289
                              LUBBOCK, TEXAS 79424
                          TELECOPIER NO: (806) 722-1423

<PAGE>

                                                                               8



                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to


         (Print or type assignee's name, address and zip code)

         (Insert assignee's soc. sec. or tax I.D. No.)


and irrevocably appoint                          agent to transfer this Security
on the books of the Company.  The agent may substitute another to act for him.


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

Date: ___________________ Your Signature: _________________________


- -------------------------------------------------------------------
(Sign exactly as your name appears on the other side of this Security. Signature
must be guaranteed by a participant in a recognized signature guaranty medallion
program or other signature guarantor acceptable to the Trustee.)

<PAGE>

                                                                               9



                       OPTION OF HOLDER TO ELECT PURCHASE

                  IF YOU WANT TO ELECT TO HAVE THIS SECURITY PURCHASED BY THE
COMPANY PURSUANT TO SECTION 4.07 (ASSET SALE) OR 4.14 (CHANGE OF CONTROL) OF THE
INDENTURE, CHECK THE BOX:

          ---                                           ---
         /  / SECTION 4.07                             /  / SECTION 4.14
         ---                                           ---

                  IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS SECURITY
PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.07 OR 4.14 OF THE INDENTURE,
STATE THE AMOUNT THAT YOU ELECT TO HAVE PURCHASED:

$


DATE: __________________ YOUR SIGNATURE: __________________
(SIGN EXACTLY AS YOUR NAME APPEARS ON THE OTHER SIDE OF THE
SECURITY)


SIGNATURE GUARANTEE:_______________________________________
                      (SIGNATURE MUST BE GUARANTEED BY A
                      PARTICIPANT IN A RECOGNIZED SIGNATURE
                      GUARANTY MEDALLION PROGRAM OR OTHER SIGNATURE
                      GUARANTOR ACCEPTABLE TO THE TRUSTEE.)

<PAGE>

          CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF
                         TRANSFER RESTRICTED SECURITIES

This certificate relates to $_________ principal amount of Securities held in
(check applicable space) ____ book-entry or _____ definitive form by the
undersigned.

The undersigned (check one box below):

[ ]      has requested the Trustee by written order to deliver in exchange for
         its beneficial interest in the Global Security held by the Depositary a
         Security or Securities in definitive, registered form of authorized
         denominations and an aggregate principal amount equal to its beneficial
         interest in such Global Security (or the portion thereof indicated
         above);

[ ]      has requested the Trustee by written order to exchange or register the
         transfer of a Security or Securities.

In connection with any transfer of any of the Securities evidenced by this
certificate occurring prior to the expiration of the period referred to in Rule
144(k) under the Securities Act, the undersigned confirms that such Securities
are being transferred in accordance with its terms:

CHECK ONE BOX BELOW

         (1)     [ ]       to the Company; or

         (2)     [ ]       pursuant to an effective registration statement
                           under the Securities Act of 1933; or

         (3)     [ ]       inside the United States to a "qualified
                           institutional buyer" (as defined in Rule 144A under
                           the Securities Act of 1933) that purchases for its
                           own account or for the account of a qualified
                           institutional buyer to whom notice is given that
                           such transfer is being made in reliance on Rule
                           144A, in each case pursuant to and in compliance
                           with Rule 144A under the Securities Act of 1933; or

         (4)     [ ]       outside the United States in an offshore transaction
                           within the meaning of Regulation S under the
                           Securities Act in compliance with Rule 904 under the
                           Securities Act of 1933; or

         (5)     [ ]       to an institutional "accredited investor" (as defined
                           in Rule 501(a)(1), (2), (3) or (7) under the
                           Securities Act of 1933) that has furnished to the
                           Trustee a signed letter containing certain
                           representations and agreements; or

         (6)     [ ]       pursuant to another available exemption from
                           registration provided by Rule 144 under the
                           Securities Act of 1933.

<PAGE>

                                                                               2


         Unless one of the boxes is checked, the Trustee will refuse to register
         any of the Securities evidenced by this certificate in the name of any
         Person other than the registered holder thereof; provided, however,
         that if box (4), (5) or (6) is checked, the Trustee may require, prior
         to registering any such transfer of the Securities, such legal
         opinions, certifications and other information as the Company has
         reasonably requested to confirm that such transfer is being made
         pursuant to an exemption from, or in a transaction not subject to, the
         registration requirements of the Securities Act of 1933.


                                               --------------------------
                                               Your Signature

Signature Guarantee:

Date: ___________________                      __________________________
Signature must be guaranteed                     Signature of Signature
by a participant in a                                  Guarantee
recognized signature guaranty
medallion program or other
signature guarantor acceptable
to the Trustee

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


              TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

                  The undersigned represents and warrants that it is purchasing
this Security for its own account or an account with respect to which it
exercises sole investment discretion and that it and any such account is a
"qualified institutional buyer" within the meaning of Rule 144A under the
Securities Act of 1933, and is aware that the sale to it is being made in
reliance on Rule 144A and acknowledges that it has received such information
regarding the Company as the undersigned has requested pursuant to Rule 144A or
has determined not to request such information and that it is aware that the
transferor is relying upon the undersigned's foregoing representations in order
to claim the exemption from registration provided by Rule 144A.


Dated:
                  -----------------------

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


                                                 NOTICE:  To be executed by
                                                          an executive officer

<PAGE>

                      [TO BE ATTACHED TO GLOBAL SECURITIES]

              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

                  The initial principal amount of this Global Security is
$            . The following increases or decreases in this Global Security have
been made:


<TABLE>
<CAPTION>
Date of                  Amount of decrease      Amount of increase      Principal Amount  of     Signature of
Exchange                 in Principal Amount     in Principal Amount     this Global Security     authorized signatory
                         of this Global          of this Global          following such           of Trustee or
                         Security                Security                decrease or increase     Securities Custodian
<S>                     <C>                     <C>                     <C>                      <C>

</TABLE>



<PAGE>

                                                                       EXHIBIT B




                         [FORM OF FACE OF NEW SECURITY]

No. o                                                                       $ o

                          13(5/8)% Senior Note due 2011

                                                                    CUSIP No. o

                  Alamosa (Delaware), Inc., a Delaware corporation, promises to
pay to Cede & Co., or registered assigns, the principal sum listed on the
Schedule of Increases or Decreases in Global Security attached hereto on August
15, 2011

                  Interest Payment Dates: August 15 and February 15

                  Record Dates: August 1 and February 1



<PAGE>

                                                                               2

                  Additional provisions of this Security are set forth on the
back of this Security.

                  IN WITNESS WHEREOF, the parties have caused this instrument to
be duly executed.


                                             ALAMOSA (DELAWARE), INC.,

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


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


[CORPORATE SEAL]


TRUSTEE'S CERTIFICATE OF
      AUTHENTICATION

Dated:  [     ], [    ]

WELLS FARGO BANK MINNESOTA, N.A.,

         as Trustee, certifies
         that this is one of
         the Securities referred
         to in the Indenture.



by:
   --------------------------------
         Authorized Signatory





*/ If the Security is to be issued in global form, add the Global Securities
Legend and the attachment captioned "TO BE ATTACHED TO GLOBAL SECURITIES -
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY".

<PAGE>

                         [FORM OF BACK OF NEW SECURITY]

                          13(5/8)% Senior Note due 2011


1.  Interest

                  Alamosa (Delaware), Inc., a Delaware corporation (such
corporation, and its successors and assigns under the Indenture hereinafter
referred to, being herein called the "Company"), promises to pay interest on the
principal amount of this Security at the rate per August 15 and February 15 of
each year, commencing February 15, 2002. Interest shall be computed on the basis
of a 360-day year of twelve 30-day months. The Company shall pay interest on
overdue principal at the rate borne by the Securities plus 1% per annum, and it
shall pay interest on overdue installments of interest at the rate borne by the
Securities to the extent lawful.

2.  Method of Payment

                  The Company will pay interest on the Securities (except
defaulted interest) to the Persons who are registered holders of Securities at
the close of business on the August 1 or February 1 next preceding the interest
payment date even if Securities are canceled after the record date and on or
before the interest payment date. Holders must surrender Securities to a Paying
Agent to collect principal payments. The Company will pay principal and interest
in money of the United States of America that at the time of payment is legal
tender for payment of public and private debts. Payments in respect of the
Securities represented by a Global Security (including principal, premium and
interest) will be made by wire transfer of immediately available funds to the
accounts specified by The Depository Trust Company. The Company will make all
payments in respect of a Definitive Security (including principal, premium and
interest), by mailing a check to the registered address of each Holder thereof;
provided, however, that payments on the Securities may also be made, in the case
of a Holder of at least $1,000,000 aggregate principal amount of Securities, by
wire transfer to a U.S. dollar account maintained by the payee with a bank in
the United States if such Holder elects payment by wire transfer by giving
written notice to the Trustee or the Paying Agent to such effect designating
such account no later than 30 days immediately preceding the relevant due date
for payment (or such other date as the Trustee may accept in its discretion).

3.  Paying Agent and Registrar

                  Initially, Wells Fargo Bank Minnesota, N.A., a national
banking association (the "Trustee"), will act as Paying Agent and Registrar. The
Company may appoint and change any Paying Agent, Registrar or co-registrar
without notice. The Company or any of its domestically incorporated Wholly Owned
Subsidiaries may act as Paying Agent, Registrar or co-registrar.

<PAGE>

                                                                               2


4.  Indenture

                  The Company issued the Securities under an Indenture dated as
of August 15, 2001 (the "Indenture"), among the Company, the Subsidiary
Guarantors and the Trustee. The terms of the Securities include those stated in
the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S.C. ss.ss. 77aaa-77bbbb) as in effect on the date
of the Indenture (the "TIA"). Terms defined in the Indenture and not defined
herein have the meanings ascribed thereto in the Indenture. The Securities are
subject to all such terms, and Securityholders are referred to the Indenture and
the TIA for a statement of those terms.

                  The Securities are senior unsecured obligations of the Company
limited to $150,000,000 aggregate principal amount (subject to Section 2.07 of
the Indenture). The Indenture imposes certain limitations on the ability of the
Company and its Restricted Subsidiaries to, among other things, make certain
Investments and other Restricted Payments, pay dividends and other
distributions, incur Debt, enter into consensual restrictions upon the payment
of certain dividends and distributions by such Restricted Subsidiaries, issue or
sell shares of capital stock of such Restricted Subsidiaries, enter into or
permit certain transactions with Affiliates, create or incur Liens and make
Asset Sales. The Indenture also imposes limitations on the ability of the
Company and the Subsidiary Guarantors to consolidate or merge with or into any
other Person or sell, transfer, assign, lease, convey or otherwise dispose of
all or substantially all of the Property of the Company or any such Subsidiary
Guarantor.

                  Pursuant to the terms of the Indenture, the Subsidiary
Guarantors have, jointly and severally, guaranteed the due and punctual payment
of the principal and interest on the Securities and all other amounts payable by
the Company under the Indenture and the Securities when and as the same shall be
due and payable, whether at maturity, by acceleration or otherwise, according to
the terms of the Securities and the Indenture. The Subsidiary Guaranties are
subordinated in right of payment to each Subsidiary Guarantor's obligations with
respect to Designated Senior Debt.

<PAGE>

                                                                               3


5.  Optional Redemption

                  Except as set forth below, the Securities are not redeemable
prior to August 15, 2006. On and after that date, the Company may redeem the
Securities in whole at any time or in part from time to time at the following
redemption prices (expressed in percentages of principal amount), 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 that is on or prior to the date of redemption),
if redeemed during the 12-month period beginning on or after August 15 of the
years set forth below:


                                                                     Redemption
Period                                                               Price
- ------                                                               -----

2006..............................................................   106.813%
2007..............................................................   104.542%
2008 .............................................................   102.270%
2009 and thereafter...............................................   100.000%

                  Notwithstanding the foregoing, on or prior to August 15, 2004
the Company may redeem up to 35% of the original aggregate principal amount of
the Securities issued with the proceeds from one or more Public Equity Offerings
at a redemption price equal to 113.625% 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 that is on or prior to the date of
redemption); provided, however, that after giving effect to any such redemption,
at least 65% of the original aggregate principal amount of the Securities
remains outstanding. Any such redemption shall be made within 90 days of such
Public Equity Offering.

6.  Sinking Fund

                  The Securities are not subject to any sinking fund.

7.  Notice of Redemption

                  Notice of redemption will be mailed by first-class mail at
least 30 days but not more than 60 days before the redemption date to each
Holder of Securities to be redeemed at his or her registered address. Securities
in denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000. If money sufficient to pay the redemption price of and
accrued interest on all Securities (or portions thereof) to be redeemed on the
redemption date is deposited with the Paying Agent on or before the redemption
date and certain other conditions are satisfied, on and after such date interest
ceases to accrue on such Securities (or such portions thereof) called for
redemption.

8. Repurchase of Securities at the Option of Holders upon Change of Control

<PAGE>

                                                                               4


                  Upon a Change of Control, any Holder of Securities will have
the right, subject to certain conditions specified in the Indenture, to cause
the Company to repurchase all or any part of the Securities of such Holder at a
purchase price equal to 101% of the principal amount of the Securities to be
repurchased plus accrued and unpaid interest, if any, to the date of purchase
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date that is on or prior
to the date of purchase) as provided in, and subject to the terms of, the
Indenture.

9.  Denominations; Transfer; Exchange

                  The Securities are in registered form without coupons in
denominations of $1,000 and whole multiples of $1,000. A Holder may transfer or
exchange Securities in accordance with the Indenture. Upon any transfer or
exchange, the Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements or transfer documents and to pay any
taxes required by law or permitted by the Indenture. The Registrar need not
register the transfer of or exchange any Securities selected for redemption
(except, in the case of a Security to be redeemed in part, the portion of the
Security not to be redeemed) or to transfer or exchange any Securities for a
period of 15 days prior to a selection of Securities to be redeemed or 15 days
before an interest payment date.

10.  Persons Deemed Owners

                  The registered Holder of this Security may be treated as the
owner of it for all purposes.

11.  Unclaimed Money

                  If money for the payment of principal or interest remains
unclaimed for two years, the Trustee or Paying Agent shall pay the money back to
the Company at its written request unless an abandoned property law designates
another Person. After any such payment, Holders entitled to the money must look
only to the Company and not to the Trustee for payment.

12.  Discharge and Defeasance

                  Subject to certain conditions, the Company at any time may
terminate some of or all its obligations under the Securities and the Indenture
if the Company deposits with the Trustee money or U.S. Government Obligations
for the payment of principal, premium, if any, and interest on the Securities to
redemption or maturity, as the case may be.

13.  Amendment, Waiver

                  Subject to certain exceptions set forth in the Indenture, (i)
the Indenture or the Securities may be amended without prior notice to any
Securityholder but with the written consent of the Holders of at least a
majority in aggregate

<PAGE>

                                                                               5


principal amount of the outstanding Securities and (ii) any default or
noncompliance with any provision may be waived with the written consent of the
Holders of at least a majority in principal amount of the outstanding
Securities. Subject to certain exceptions set forth in the Indenture, without
the consent of any Holder of Securities, the Company and the Trustee may amend
the Indenture or the Securities (i) to cure any ambiguity, omission, defect or
inconsistency; (ii) to comply with Article V of the Indenture; (iii) to provide
for uncertificated Securities in addition to or in place of certificated
Securities; (iv) to make certain changes in the subordination provisions; (v) to
add Guarantees with respect to the Securities or to release Subsidiary
Guarantors from Subsidiary Guaranties as provided in the Indenture; (vi) to
secure the Securities; (vii) to add additional covenants or to surrender rights
and powers conferred on the Company; (viii) to comply with the requirements of
the SEC in order to effect or maintain the qualification of the Indenture under
the TIA; or (ix) to make any change that does not adversely affect the rights of
any Securityholder.

14.  Defaults and Remedies

                  If an Event of Default occurs and is continuing, the Trustee
or the Holders of at least 25% in aggregate principal amount of the Securities
then outstanding, subject to certain limitations, may declare all the Securities
to be immediately due and payable. Certain events of bankruptcy or insolvency
are Events of Default and shall result in the Securities being immediately due
and payable upon the occurrence of such Events of Default without any further
act of the Trustee or any Holder.

                  Holders of Securities may not enforce the Indenture or the
Securities except as provided in the Indenture. The Trustee may refuse to
enforce the Indenture or the Securities unless it receives reasonable indemnity
or security. Subject to certain limitations, Holders of a majority in aggregate
principal amount of the Securities then outstanding may direct the Trustee in
its exercise of any trust or power under the Indenture. The Holders of a
majority in aggregate principal amount of the Securities then outstanding, by
written notice to the Company and the Trustee, may rescind any declaration of
acceleration and its consequences if the rescission would not conflict with any
judgment or decree, and if all existing Events of Default have been cured or
waived except nonpayment of principal or interest that has become due solely
because of the acceleration.

15.  Trustee Dealings with the Company

                  Subject to certain limitations imposed by the TIA, the Trustee
under the Indenture, in its individual or any other capacity, may become the
owner or pledgee of Securities and may otherwise deal with and collect
obligations owed to it by the Company or its Affiliates and may otherwise deal
with the Company or its Affiliates with the same rights it would have if it were
not Trustee.

<PAGE>

                                                                               6


16.  No Recourse Against Others

                  A director, officer, employee or stockholder, as such, of the
Company or any Subsidiary Guarantor shall not have any liability for any
obligations of the Company or any Subsidiary Guarantor under the Securities or
the Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a Security, each Securityholder
waives and releases all such liability. The waiver and release are part of the
consideration for the issue of the Securities.

17.  Authentication

                  This Security shall not be valid until an authorized signatory
of the Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Security.

18.  Abbreviations

                  Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT
(=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship
and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to
Minors Act).

19.  Governing Law

                  THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

20.  CUSIP Numbers

                  Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Company has caused CUSIP numbers
to be printed on the Securities and has directed the Trustee to use CUSIP
numbers in notices of redemption as a convenience to Securityholders. No
representation is made as to the accuracy of such numbers either as printed on
the Securities or as contained in any notice of redemption and reliance may be
placed only on the other identification numbers placed thereon.

                  THE COMPANY WILL FURNISH TO ANY HOLDER OF SECURITIES UPON
WRITTEN REQUEST AND WITHOUT CHARGE TO THE HOLDER A COPY OF THE INDENTURE WHICH
HAS IN IT THE TEXT OF THIS SECURITY. REQUESTS MAY BE MADE TO:


                            ALAMOSA (DELAWARE), INC.
                               5225 SOUTH LOOP 289
                              LUBBOCK, TEXAS 79424
                          TELECOPIER NO: (806) 722-1423

<PAGE>

                                                                               7



                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to


         (Print or type assignee's name, address and zip code)

         (Insert assignee's soc. sec. or tax I.D. No.)


and irrevocably appoint                          agent to transfer this Security
on the books of the Company. The agent may substitute another to act for him.


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

Date: ________________ Your Signature: _____________________


- ------------------------------------------------------------
(Sign exactly as your name appears on the other side of this Security. Signature
must be guaranteed by a participant in a recognized signature guaranty medallion
program or other signature guarantor acceptable to the Trustee.)

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

                           IF YOU WANT TO ELECT TO HAVE THIS SECURITY
PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.07 (ASSET SALE) OR 4.14 (CHANGE
OF CONTROL) OF THE INDENTURE, CHECK THE BOX:
          ---                                             ---
         /  / SECTION 4.07                               /  / SECTION 4.14
         ---                                             ---

                           IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS
SECURITY PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.07 OR 4.14 OF THE
INDENTURE, STATE THE AMOUNT THAT YOU ELECT TO HAVE PURCHASED:

$


DATE: __________________ YOUR SIGNATURE: __________________
(SIGN EXACTLY AS YOUR NAME APPEARS ON THE OTHER SIDE OF THE
SECURITY)


SIGNATURE GUARANTEE:________________________________________
                       (SIGNATURE MUST BE GUARANTEED BY A
                       PARTICIPANT IN A RECOGNIZED SIGNATURE
                       GUARANTY MEDALLION PROGRAM OR OTHER SIGNATURE
                       GUARANTOR ACCEPTABLE TO THE TRUSTEE.)




<PAGE>

                                                                       EXHIBIT C



                         FORM OF SUPPLEMENTAL INDENTURE


                                    SUPPLEMENTAL INDENTURE (this "Supplemental
                           Indenture") dated as of , among [GUARANTOR] (the "New
                           Subsidiary Guarantor"), a subsidiary of ALAMOSA
                           (DELAWARE), INC. (or its successor), a Delaware
                           corporation (the "Company"), ALAMOSA (DELAWARE),
                           INC., on behalf of itself and the Subsidiary
                           Guarantors (the "Existing Subsidiary Guarantors")
                           under the indenture referred to below, and Wells
                           Fargo BANK MINNESOTA, N.A., a national banking
                           association, as trustee under the indenture referred
                           to below (the "Trustee").


                              W I T N E S S E T H :


                  WHEREAS the Company and the Existing Subsidiary Guarantors
have heretofore executed and delivered to the Trustee an Indenture (the
"Indenture") dated as of August 15, 2001, providing for the issuance of an
aggregate principal amount at maturity of up to $150,000,000 of 13(5/8)% Senior
Notes due 2011 (the "Securities");

                  WHEREAS Section 4.15 of the Indenture provides that under
certain circumstances the Company is required to cause the New Subsidiary
Guarantor to execute and deliver to the Trustee a supplemental indenture
pursuant to which the New Subsidiary Guarantor shall unconditionally guarantee
all the Company's obligations under the Securities pursuant to a Subsidiary
Guaranty on the terms and conditions set forth herein; and

                  WHEREAS pursuant to Section 9.01 of the Indenture, the
Trustee, the Company and the Existing Subsidiary Guarantors are authorized to
execute and deliver this Supplemental Indenture;


                  NOW THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt of which is hereby acknowledged,
the New Subsidiary Guarantor, the Company, the Existing Subsidiary Guarantors
and the Trustee mutually covenant and agree for the equal and ratable benefit of
the holders of the Securities as follows:

                  1. Agreement to Guarantee. The New Subsidiary Guarantor hereby
agrees, jointly and severally with all other Subsidiary Guarantors, to
unconditionally guarantee the Company's obligations under the Securities on the
terms and subject to the conditions set forth in Articles X and XI of the
Indenture and to be bound by all other applicable provisions of the Indenture.


                  2. Ratification of Indenture; Supplemental Indentures Part of
Indenture. Except as expressly amended hereby, the

<PAGE>

                                                                               2


Indenture is in all respects ratified and confirmed and all the terms,
conditions and provisions thereof shall remain in full force and effect. This
Supplemental Indenture shall form a part of the Indenture for all purposes, and
every holder of Securities heretofore or hereafter authenticated and delivered
shall be bound hereby.

                  3. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE
EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.

                  4. Trustee Makes No Representation. The Trustee makes no
representation as to the validity or sufficiency of this Supplemental Indenture.

                  5. Counterparts. The parties may sign any number of copies of
this Supplemental Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement.

                  6. Effect of Headings. The Section headings herein are for
convenience only and shall not effect the construction thereof.

<PAGE>

                                                                               3


                  IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed as of the date first above written.


                                          [NEW SUBSIDIARY GUARANTOR],

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


                                          ALAMOSA (DELAWARE), INC., on behalf of
                                          itself and the Existing Subsidiary
                                          Guarantors,

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


                                          WELLS FARGO BANK MINNESOTA, N.A., as
                                          Trustee,

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

<PAGE>

                                                                       EXHIBIT D




                                     Form of
                       Transferee Letter of Representation


Alamosa (Delaware), Inc.

In care of
Wells Fargo Bank Minnesota, N.A.
Sixth & Marquette
MAC N9303-120
Minneapolis, MN 55479

Ladies and Gentlemen:


         This certificate is delivered to request a transfer of $ principal
amount of the 13(5/8)% Senior Notes due 2011 (the "Securities") of Alamosa
(Delaware), Inc. (the "Company").

         Upon transfer, the Securities would be registered in the name of the
new beneficial owner as follows:

Name:________________________

Address:_____________________

Taxpayer ID Number:__________

         The undersigned represents and warrants to you that:

         1. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the
"Securities Act")), purchasing for our own account or for the account of such an
institutional "accredited investor" at least $250,000 principal amount of the
Securities, and we are acquiring the Securities not with a view to, or for offer
or sale in connection with, any distribution in violation of the Securities Act.
We have such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of our investment in the Securities,
and we invest in or purchase securities similar to the Securities in the normal
course of our business. We, and any accounts for which we are acting, are each
able to bear the economic risk of our or its investment.

         2. We understand that the Securities have not been registered under the
Securities Act and, unless so registered, may not be sold except as permitted in
the following sentence. We agree on our own behalf and on behalf of any investor
account for which we are purchasing the Securities to offer, sell or otherwise
transfer such Securities prior to the date that is two years after the later of
the date of original issue and the last date on which the Company or any

<PAGE>

                                                                               2



affiliate of the Company was the owner of such Securities (or any predecessor
thereto) (the "Resale Restriction Termination Date") only (a) to the Company,
(b) pursuant to a registration statement that has been declared effective under
the Securities Act, (c) in a transaction complying with the requirements of Rule
144A under the Securities Act ("Rule 144A"), to a person we reasonably believe
is a qualified institutional buyer under Rule 144A (a "QIB") that is purchasing
for its own account or for the account of a QIB and to whom notice is given that
the transfer is being made in reliance on Rule 144A, (d) in an offshore
transaction within the meaning of, and in compliance with, Regulation S under
the Securities Act, (e) to an institutional "accredited investor" within the
meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is
purchasing for its own account or for the account of such an institutional
"accredited investor", in each case in a minimum principal amount of Securities
of $250,000, or (f) pursuant to any other available exemption from the
registration requirements of the Securities Act, subject in each of the
foregoing cases to any requirement of law that the disposition of our property
or the property of such investor account or accounts be at all times within our
or their control and in compliance with any applicable state securities laws.
The foregoing restrictions on resale will not apply subsequent to the Resale
Restriction Termination Date. If any resale or other transfer of the Securities
is proposed to be made pursuant to clause (e) above prior to the Resale
Restriction Termination Date, the transferor shall deliver a letter from the
transferee substantially in the form of this letter to the Company and the
Trustee, which shall provide, among other things, that the transferee is an
institutional "accredited investor" within the meaning of Rule 501(a)(1), (2),
(3) or (7) under the Securities Act and that it is acquiring such Securities for
investment purposes and not for distribution in violation of the Securities Act.
Each purchaser acknowledges that the Company and the Trustee reserve the right
prior to the offer, sale or other transfer prior to the Resale Restriction
Termination Date of the Securities pursuant to clause (d), (e) or (f) above to
require the delivery of an opinion of counsel, certifications or other
information satisfactory to the Company and the Trustee.



                                             TRANSFEREE:
                                                         -----------------------
                                               by:
                                                  ------------------------------


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.13
<SEQUENCE>4
<FILENAME>file003.txt
<DESCRIPTION>FORM OF FACE OF SECURITY
<TEXT>
<PAGE>


                                                                    Exhibit 4.13


                           [FORM OF FACE OF SECURITY]

                           [Global Securities Legend]

                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRA TION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                  TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR
THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.


                         [Restricted Securities Legend]

                  THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

                  THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE
RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY
AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF
SUCH SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION
STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO
LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS
AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION
S UNDER THE SECURITIES ACT, (E) TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN


<PAGE>


INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVES TOR, IN EACH CASE IN A
MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES
AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION
IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO ANY OTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO
THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM.
THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
RESTRICTION TERMINATION DATE.

                  EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE
SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF
SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.1

                       [Legend for Definitive Securities]

         IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE
         REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMA TION
         AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE
         TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS."




- ---------------
   1 To be added to Securities sold to QIB's under Rule 144A.

                                        2

<PAGE>


No.                                                        [up to]***$__________

                           13 5/8% Senior Note due 2011

                                                               CUSIP No. [     ]

                  Alamosa (Delaware), Inc., a Delaware corporation, promises
to pay to [Cede & Co.]***, or registered assigns, on August 15, 2011,
the principal amount [of              Dollars]** [as set forth on the
Schedule of Increases or Decreases annexed hereto]***.

                  Interest Payment Dates: August 15 and February 15.

                  Record Dates: August 1 and February 1.




- --------
   ** Insert for Definitive Securities
   *** Insert for Global Securities


                                        3

<PAGE>


                  Additional provisions of this Security are set forth on the
back of this Security.

                  IN WITNESS WHEREOF, the parties have caused this instrument to
be duly executed.


                                             ALAMOSA (DELAWARE), INC.,

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


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


[CORPORATE SEAL]


TRUSTEE'S CERTIFICATE OF
         AUTHENTICATION

Dated:  [   ],  [   ]

WELLS FARGO BANK MINNESOTA, N.A.,

         as Trustee, certifies
         that this is one of
         the Securities referred
         to in the Indenture.



by:
    -----------------------------
            Authorized Signatory




- ----------------------
*/ If the Security is to be issued in global form, add the Global Securities
Legend and the attachment captioned "TO BE ATTACHED TO GLOBAL SECURITIES -
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY".

                                        4

<PAGE>


                           [FORM OF BACK OF SECURITY]

                           13 5/8% Senior Note due 2011


1.  Interest

                  (a) Alamosa (Delaware), Inc., a Delaware corporation (such
corporation, and its successors and assigns under the Indenture hereinafter
referred to, being herein called the "Company"), promises to pay interest on the
principal amount of this Security at the rate per annum shown above. The Company
will pay interest semiannually on August 15 and February 15 of each year,
commencing February 15, 2002. Interest shall be computed on the basis of a
360-day year of twelve 30-day months. The Company shall pay interest on overdue
principal at the rate borne by the Securities plus 1% per annum, and it shall
pay interest on overdue installments of interest at the rate borne by the
Securities to the extent lawful.

                  (b) Liquidated Damages. The holder of this Security is
entitled to the benefits of an Exchange and Registration Rights Agreement, dated
as of August 7, 2001, among the Company, the Subsid iary Guarantors and the
Initial Purchasers named therein (the "Regis tration Agreement"). Capitalized
terms used in this paragraph (b) but not defined herein have the meanings
assigned to them in the Registra tion Agreement. If (i) on or prior to the 90th
day following the date of original issuance of the notes, neither the Exchange
Offer Regis tration Statement nor the Shelf Registration Statement has been
filed with the Commission, (ii) on or prior to the 180th day following the date
of original issuance of the notes, neither the Exchange Offer Registration
Statement nor the Shelf Registration Statement has been declared effective,
(iii) on or prior to the 210th day following the date of original issuance of
the notes, neither the Registered Ex change Offer has been consummated nor the
Shelf Registration Statement has been declared effective, or (iv) 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 Registra tion Rights
Agreement (each such event referred to in clauses (i) through (iv) a
"Registration Default"), interest ("Special Interest") will accrue (in addition
to the stated interest on the notes and the Exchange 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 Securities
consti tuting Transfer Restricted Securities held by such holder at a rate of
0.25% per annum until the applicable Registration Statement is filed or declared
effective, the Registered Exchange Offer is consummated or the Shelf
Registration Statement again becomes effective, as the case may be. All accrued
liquidated damages shall be paid to holders in


<PAGE>


the same manner as interest payments on the Securities on semi-annual payment
dates which correspond to interest payment dates for the Securities. Following
the cure of all Registration Defaults, the accrual of liquidated damages shall
cease. The Trustee shall have no responsibility with respect to the
determination of the amount of any such liquidated damages. For purposes of the
foregoing, "Transfer Restricted Securities" means (i) each Security until the
date on which such Security has been exchanged for a freely transferable New
Secu rity in the Registered Exchange Offer, (ii) each Security until the date on
which such Security has been effectively registered under the Securities Act and
disposed of in accordance with a Shelf Registration Statement or (iii) each
Security until the date on which such Security is distributed to the public
pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule
144(k) under the Securities Act.

2.  Method of Payment

                  The Company will pay interest on the Securities (except
defaulted interest) to the Persons who are registered holders of Securities at
the close of business on August 1 or February 1 next preceding the interest
payment date even if Securities are canceled after the record date and on or
before the interest payment date. Holders must surrender Securities to a Paying
Agent to collect princi pal payments. The Company will pay principal and
interest in money of the United States of America that at the time of payment is
legal tender for payment of public and private debts. Payments in respect of the
Securities represented by a Global Security (including princi pal, premium and
interest) will be made by wire transfer of immedi ately available funds to the
accounts specified by The Depository Trust Company. The Company will make all
payments in respect of a Definitive Security (including principal, premium and
interest), by mailing a check to the registered address of each Holder thereof;
provided, however, that payments on the Securities may also be made, in the case
of a Holder of at least $1,000,000 aggregate principal amount of Securities, by
wire transfer to a U.S. dollar account maintained by the payee with a bank in
the United States if such Holder elects payment by wire transfer by giving
written notice to the Trustee or the Paying Agent to such effect designating
such account no later than 30 days immediately preceding the relevant due date
for payment (or such other date as the Trustee may accept in its discre tion).

3.  Paying Agent and Registrar

                  Initially, Wells Fargo Bank Minnesota, N.A., a national
banking association (the "Trustee"), will act as Paying Agent and Registrar. The
Company may appoint and change any Paying Agent, Registrar or co-registrar
without notice. The Company or any of its domestically incorporated Wholly Owned
Subsidiaries may act as Paying Agent, Registrar or co-registrar.


                                        2

<PAGE>


4.  Indenture

                  The Company issued the Securities under an Indenture dated as
of August 15, 2001 (the "Indenture"), among the Company, the Subsidiary
Guarantors and the Trustee. The terms of the Securities include those stated in
the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S.C. ss.ss. 77aaa-77bbbb) as in effect on the date
of the Indenture (the "TIA"). Terms defined in the Indenture and not defined
herein have the meanings ascribed thereto in the Indenture. The Securities are
subject to all such terms, and Securityholders are referred to the Indenture and
the TIA for a statement of those terms.

                  The Securities are senior unsecured obligations of the Company
limited to $150,000,000 aggregate principal amount (subject to Section 2.07 of
the Indenture). The Indenture imposes certain limitations on the ability of the
Company and its Restricted Subsid iaries to, among other things, make certain
Investments and other Restricted Payments, pay dividends and other
distributions, incur Debt, enter into consensual restrictions upon the payment
of certain dividends and distributions by such Restricted Subsidiaries, issue or
sell shares of capital stock of such Restricted Subsidiaries, enter into or
permit certain transactions with Affiliates, create or incur Liens and make
Asset Sales. The Indenture also imposes limitations on the ability of the
Company and the Subsidiary Guarantors to consoli date or merge with or into any
other Person or sell, transfer, assign, lease, convey or otherwise dispose of
all or substantially all of the Property of the Company or any such Subsidiary
Guarantor.

                  Pursuant to the terms of the Indenture, the Subsidiary
Guarantors have, jointly and severally, guaranteed the due and punc tual payment
of the principal and interest on the Securities and all other amounts payable by
the Company under the Indenture and the Securities when and as the same shall be
due and payable, whether at maturity, by acceleration or otherwise, according to
the terms of the Securities and the Indenture. The Subsidiary Guaranties are
subordi nated in right of payment to each Subsidiary Guarantor's obligations
with respect to Designated Senior Debt.


5.  Optional Redemption

                  Except as set forth below, the Securities are not redeemable
prior to August 15, 2006. On and after that date, the Company may redeem the
Securities in whole at any time or in part from time to time at the following
redemption prices (expressed in percentages of principal amount), 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 that is on or prior to the date of redemption),
if redeemed during the 12-month period beginning on or after August 15 of the
years set forth below:


                                        3

<PAGE>


Period            Redemption
Price

2006................................................................106.813%
2007................................................................104.542%
2008 ...............................................................102.271%
2009 and thereafter.................................................100.000%


                  Notwithstanding the foregoing, on or prior to August 15, 2004
the Company may redeem up to 35% of the original aggregate principal amount of
the Securities issued with the proceeds from one or more Public Equity
Offerings, at a redemption price equal to 113.625% 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 that is on or prior
to the date of redemption); provided, however, that after giving effect to any
such redemption, at least 65% of the original aggregate principal amount of the
Securities remains outstanding. Any such redemption shall be made within 90 days
of such Public Equity Offering.


6.  Sinking Fund

                  The Securities are not subject to any sinking fund.


7.  Notice of Redemption

                  Notice of redemption will be mailed by first-class mail at
least 30 days but not more than 60 days before the redemption date to each
Holder of Securities to be redeemed at his or her registered address. Securities
in denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000. If money sufficient to pay the redemption price of and
accrued interest on all Securities (or portions thereof) to be redeemed on the
redemption date is deposited with the Paying Agent on or before the redemption
date and certain other conditions are satisfied, on and after such date interest
ceases to accrue on such Securities (or such portions thereof) called for
redemption.


8.       Repurchase of Securities at the Option of Holders upon Change of
         Control

                  Upon a Change of Control, any Holder of Securities will have
the right, subject to certain conditions specified in the Indenture, to cause
the Company to repurchase all or any part of the Securities of such Holder at a
purchase price equal to 101% of the principal amount of the Securities to be
repurchased plus accrued and unpaid interest, if any, to the date of purchase
(subject to the right of Holders of record on the relevant record date to
receive interest due


                                        4

<PAGE>


on the relevant interest payment date that is on or prior to the date of
purchase) as provided in, and subject to the terms of, the Indenture.


9.  Denominations; Transfer; Exchange

                  The Securities are in registered form without coupons in
denominations of $1,000 and whole multiples of $1,000. A Holder may transfer or
exchange Securities in accordance with the Indenture. Upon any transfer or
exchange, the Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements or transfer documents and to pay any
taxes required by law or permitted by the Indenture. The Registrar need not
register the transfer of or exchange any Securities selected for redemption
(except, in the case of a Security to be redeemed in part, the portion of the
Security not to be redeemed) or to transfer or exchange any Securities for a
period of 15 days prior to a selection of Securities to be redeemed or 15 days
before an interest payment date.


10.  Persons Deemed Owners

                  The registered Holder of this Security may be treated as the
owner of it for all purposes.


11.  Unclaimed Money

                  If money for the payment of principal or interest remains
unclaimed for two years, the Trustee or Paying Agent shall pay the money back to
the Company at its written request unless an abandoned property law designates
another Person. After any such payment, Holders entitled to the money must look
only to the Company and not to the Trustee for payment.


12.  Discharge and Defeasance

                  Subject to certain conditions, the Company at any time may
terminate some of or all its obligations under the Securities and the Indenture
if the Company deposits with the Trustee money or U.S. Government Obligations
for the payment of principal, premium, if any, and interest on the Securities to
redemption or maturity, as the case may be.


13.  Amendment, Waiver

                  Subject to certain exceptions set forth in the Indenture, (i)
the Indenture or the Securities may be amended without prior notice to any
Securityholder but with the written consent of the Holders of at least a
majority in aggregate principal amount of the outstanding Securities and (ii)
any default or noncompliance with any provision may be waived with the written
consent of the Holders of at least a majority in principal amount of the
outstanding Securities.


                                        5

<PAGE>


Subject to certain exceptions set forth in the Indenture, without the consent of
any Holder of Securities, the Company and the Trustee may amend the Indenture or
the Securities (i) to cure any ambiguity, omission, defect or inconsistency;
(ii) to comply with Article V of the Indenture; (iii) to provide for
uncertificated Securities in addition to or in place of certificated Securities;
(iv) to make certain changes in the subordination provisions; (v) to add
Guarantees with respect to the Securities or to release Subsidiary Guarantors
from Subsidiary Guaranties as provided in the Indenture; (vi) to secure the
Securities; (vii) to add additional covenants or to surrender rights and powers
conferred on the Company; (viii) to comply with the requirements of the SEC in
order to effect or maintain the qualification of the Indenture under the TIA; or
(ix) to make any change that does not adversely affect the rights of any
Securityholder.


14.  Defaults and Remedies

                  If an Event of Default occurs and is continuing, the Trustee
or the Holders of at least 25% in aggregate principal amount of the Securities
then outstanding, subject to certain limitations, may declare all the Securities
to be immediately due and payable. Certain events of bankruptcy or insolvency
are Events of Default and shall result in the Securities being immediately due
and payable upon the occurrence of such Events of Default without any further
act of the Trustee or any Holder.

                  Holders of Securities may not enforce the Indenture or the
Securities except as provided in the Indenture. The Trustee may refuse to
enforce the Indenture or the Securities unless it receives reasonable indemnity
or security. Subject to certain limitations, Holders of a majority in aggregate
principal amount of the Securities then outstanding may direct the Trustee in
its exercise of any trust or power under the Indenture. The Holders of a
majority in aggregate principal amount of the Securities then outstanding, by
written notice to the Company and the Trustee, may rescind any declaration of
acceleration and its consequences if the rescission would not conflict with any
judgment or decree, and if all existing Events of Default have been cured or
waived except nonpayment of principal or interest that has become due solely
because of the acceleration.


15.  Trustee Dealings with the Company

                  Subject to certain limitations imposed by the TIA, the Trustee
under the Indenture, in its individual or any other capacity, may become the
owner or pledgee of Securities and may otherwise deal with and collect
obligations owed to it by the Company or its Affiliates and may otherwise deal
with the Company or its Affiliates with the same rights it would have if it were
not Trustee.


                                        6

<PAGE>


16.  No Recourse Against Others

                  A director, officer, employee or stockholder, as such, of the
Company or any Subsidiary Guarantor shall not have any liability for any
obligations of the Company or any Subsidiary Guarantor under the Securities or
the Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a Security, each Securityholder
waives and releases all such liability. The waiver and release are part of the
consideration for the issue of the Securities.


17.  Authentication

                  This Security shall not be valid until an authorized signatory
of the Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Security.


18.  Abbreviations

                  Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT
(=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship
and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to
Minors Act).


19.  Governing Law

                  THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


20.  CUSIP Numbers

                  Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Company has caused CUSIP numbers
to be printed on the Securities and has directed the Trustee to use CUSIP
numbers in notices of redemption as a convenience to Securityholders. No
representation is made as to the accuracy of such numbers either as printed on
the Securities or as contained in any notice of redemption and reliance may be
placed only on the other identification numbers placed thereon.

                  THE COMPANY WILL FURNISH TO ANY HOLDER OF SECURITIES UPON
WRITTEN REQUEST AND WITHOUT CHARGE TO THE HOLDER A COPY OF THE INDENTURE WHICH
HAS IN IT THE TEXT OF THIS SECURITY. REQUESTS MAY BE MADE TO:



                                       7

<PAGE>


                            ALAMOSA (DELAWARE), INC.
                               5225 SOUTH LOOP 289
                              LUBBOCK, TEXAS 79424
                          TELECOPIER NO: (806) 722-1423









                                        8

<PAGE>



                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to


         (Print or type assignee's name, address and zip code)

         (Insert assignee's soc. sec. or tax I.D. No.)


and irrevocably appoint                           agent to transfer this
Security on the books of the Company.  The agent may substitute another to act
for him.


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


Date: ________________ Your Signature: _____________________


- ------------------------------------------------------------
(Sign exactly as your name appears on the other side of this Security. Signature
must be guaranteed by a participant in a recognized signature guaranty medallion
program or other signature guarantor acceptable to the Trustee.)


                                        9

<PAGE>


                       OPTION OF HOLDER TO ELECT PURCHASE

                           IF YOU WANT TO ELECT TO HAVE THIS SECURITY PURCHASED
BY THE COMPANY PURSUANT TO SECTION 4.07 (ASSET SALE) OR 4.14 (CHANGE OF CONTROL)
OF THE INDENTURE, CHECK THE BOX:
          ---                                               ---
         /  / SECTION 4.07                                 /  / SECTION 4.14
         ---                                               ---

                           IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS
SECURITY PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.07 OR 4.14 OF THE
INDENTURE, STATE THE AMOUNT THAT YOU ELECT TO HAVE PURCHASED:

$


DATE: __________________ YOUR SIGNATURE: __________________
(SIGN EXACTLY AS YOUR NAME APPEARS ON THE OTHER SIDE OF THE SECURITY)


SIGNATURE GUARANTEE:_______________________________________
                       (SIGNATURE MUST BE GUARANTEED BY A PARTICIPANT IN
                       A RECOGNIZED SIGNATURE GUARANTY MEDALLION PROGRAM
                       OR OTHER SIGNATURE GUARANTOR ACCEPTABLE TO THE
                       TRUSTEE.)


<PAGE>


      CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER
                              RESTRICTED SECURITIES

This certificate relates to $_________ principal amount of Securities held in
(check applicable space) ____ book-entry or _____ definitive form by the
undersigned.

The undersigned (check one box below):

[ ]      has requested the Trustee by written order to deliver in exchange for
         its beneficial interest in the Global Security held by the Depositary a
         Security or Securities in definitive, registered form of authorized
         denominations and an aggregate principal amount equal to its beneficial
         interest in such Global Security (or the portion thereof indicated
         above);

[ ]      has requested the Trustee by written order to exchange or
         register the transfer of a Security or Securities.

In connection with any transfer of any of the Securities evidenced by this
certificate occurring prior to the expiration of the period referred to in Rule
144(k) under the Securities Act, the undersigned confirms that such Securities
are being transferred in accordance with its terms:

CHECK ONE BOX BELOW

         (1)  [ ]  to the Company; or

         (2)  [ ]  pursuant to an effective registration statement under
                   the Securities Act of 1933; or

         (3)  [ ]  inside the United States to a "qualified institutional
                   buyer" (as defined in Rule 144A under the Securities
                   Act of 1933) that purchases for its own account or for
                   the account of a qualified institutional buyer to whom
                   notice is given that such transfer is being made in
                   reliance on Rule 144A, in each case pursuant to and in
                   compliance with Rule 144A under the Securities Act of
                   1933; or

         (4)  [ ]  outside the United States in an offshore
                   transaction within the meaning of Regulation S under
                   the Securities Act in compliance with Rule 904 under
                   the Securities Act of 1933; or

         (5)  [ ]  to an institutional "accredited investor" (as defined
                   in Rule 501(a)(1), (2), (3) or (7) under the

                                          1

<PAGE>


                   Securities Act of 1933) that has furnished to the
                   Trustee a signed letter containing certain
                   representations and agreements; or

         (6)  [ ]  pursuant to another available exemption from
                   registration provided by Rule 144 under the Securities
                   Act of 1933.

         Unless one of the boxes is checked, the Trustee will refuse to register
         any of the Securities evidenced by this certificate in the name of any
         Person other than the registered holder thereof; provided, however,
         that if box (4), (5) or (6) is checked, the Trustee may require, prior
         to registering any such transfer of the Securities, such legal
         opinions, certifications and other information as the Company has
         reasonably requested to confirm that such transfer is being made
         pursuant to an exemption from, or in a transaction not subject to, the
         registration requirements of the Securities Act of 1933.


                                            --------------------------
                                            Your Signature


Signature Guarantee:


Date: ___________________                __________________________
Signature must be guaranteed                Signature of Signature
by a participant in a                              Guarantee
recognized signature guaranty
medallion program or other
signature guarantor acceptable
to the Trustee

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


              TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

                  The undersigned represents and warrants that it is purchasing
this Security for its own account or an account with respect to which it
exercises sole investment discretion and that it and any such account is a
"qualified institutional buyer" within the meaning of Rule 144A under the
Securities Act of 1933, and is aware that the sale to it is being made in
reliance on Rule 144A and acknowledges that it has received such information
regarding the Company as the undersigned has requested pursuant to Rule 144A or
has determined not to request such information and that it is aware that the
transferor is relying upon the undersigned's foregoing


                                        2

<PAGE>


representations in order to claim the exemption from registration
provided by Rule 144A.



Dated:  _________________________________

        _________________________________


                                      NOTICE:  To be executed by
                                               an executive officer


                                        3

<PAGE>


                      [TO BE ATTACHED TO GLOBAL SECURITIES]

              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

                  The initial principal amount of this Global Security is $    .
The following increases or decreases in this Global Security have been made:


<TABLE>
<CAPTION>
<S>                    <C>                     <C>                     <C>                      <C>
Date of                  Amount of decrease      Amount of increase      Principal Amount  of     Signature of
Exchange                 in Principal Amount     in Principal Amount     this Global Security     authorized signatory
                         of this Global          of this Global          following such           of Trustee or
                         Security                Security                decrease or increase     Securities Custodian
</TABLE>



                                        4




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.14
<SEQUENCE>5
<FILENAME>file004.txt
<DESCRIPTION>REGISTRATION RIGHTS AGREEMENT
<TEXT>
<PAGE>



                                                                    Exhibit 4.14


                            Alamosa (Delaware), Inc.

                       $150,000,000 13-5/8% Notes Due 2011


                          REGISTRATION RIGHTS AGREEMENT


                                                              New York, New York
                                                                  August 7, 2001


Salomon Smith Barney Inc.
TD Securities (USA) Inc.
First Union Securities, Inc.
Scotia Capital (USA) Inc.
As Representatives of the Initial Purchasers
c/o Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013

Ladies and Gentlemen:

                  Alamosa (Delaware), Inc., a corporation organized under the
laws of the state of Delaware (the "Company"), proposes to issue and sell to
certain purchasers (the "Initial Purchasers"), upon the terms set forth in a
purchase agreement of even date herewith (the "Purchase Agreement"),
$150,000,000 principal amount of its 13-5/8% Notes Due 2011 (the "Securities")
relating to the initial placement of the Securities (the "Initial Placement").
To induce the Initial Purchasers to enter into the Purchase Agreement and to
satisfy a condition of your obligations thereunder, the Company and the
Subsidiary Guarantors agree with you for your benefit and the benefit of the
holders from time to time of the Securities (including the Initial Purchasers)
(each a "Holder" and, together, the "Holders"), as follows:

                  1.  Definitions.  Capitalized terms used herein without
definition shall have the respective meanings set forth in the Purchase
Agreement. As used in this Agreement, the following capitalized defined terms
shall have the following meanings:

                  "Act" shall mean the Securities Act of 1933, as amended, and
the rules and regulations of the Commission promulgated thereunder.

                  "Affiliate" of any specified person shall mean any other
person that, directly or indirectly, controls, is controlled by, or is under
common control with, such specified person. For purposes of this definition,
control of a person shall mean the power, direct or indirect, to direct or cause
the direction of the management and policies of such person whether through the
ownership of securities, by contract or otherwise; and the terms "controlling"
and "controlled" shall have meanings correlative to the foregoing.



<PAGE>


                                                                               2


                  "Broker-Dealer" shall mean any broker or dealer registered as
such under the Exchange Act.

                  "Business Day" shall mean any day other than a Saturday, a
Sunday or a legal holiday or a day on which banking institutions or trust
companies are authorized or obligated by law to close in New York City.

                  "Commission" shall mean the Securities and Exchange
Commission.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the Commission promulgated
thereunder.

                  "Exchange Offer Prospectus" shall mean the prospectus included
in the Exchange Offer Registration Statement, as amended or supplemented by any
prospectus supplement, with respect to the terms of the offering of any portion
of the New Securities covered by such Exchange Offer Registration Statement, and
all amendments and supplements thereto and all material incorporated by
reference therein.

                  "Exchange Offer Registration Period" shall mean the one-year
period following the consummation of the Registered Exchange Offer, exclusive of
any period during which any stop order shall be in effect suspending the
effectiveness of the Exchange Offer Registration Statement.

                  "Exchange Offer Registration Statement" shall mean a
registration statement of the Company on an appropriate form under the Act with
respect to the Registered Exchange Offer, all amendments and supplements to such
registration statement, including post-effective amendments thereto, in each
case including the Exchange Offer Prospectus contained therein, all exhibits
thereto and all material incorporated by reference therein.

                  "Exchanging Dealer" shall mean any Holder (which may include
any Initial Purchaser) that is a Broker-Dealer and elects to exchange for New
Securities any Securities that it acquired for its own account as a result of
market-making activities or other trading activities (but not directly from the
Company or any Affiliate of the Company).

                  "Holder" shall have the meaning set forth in the preamble
hereto.

                  "Indenture" shall mean the Indenture relating to the
Securities, dated as of August 15, 2001, between the Company and Wells Fargo
Bank Minnesota, N.A., as trustee, as the same may be amended from time to time
in accordance with the terms thereof.

                  "Initial Placement" shall have the meaning set forth in the
preamble hereto.

                  "Initial Purchaser" shall have the meaning set forth in the
preamble hereto.

                  "Losses" shall have the meaning set forth in Section 6(d)
hereof.

                  "Majority Holders" shall mean the Holders of a majority of the
aggregate principal amount of Securities registered under a Registration
Statement.


<PAGE>


                                                                               3


                  "Managing Underwriters" shall mean the investment banker or
investment bankers and manager or managers that shall administer an underwritten
offering.

                  "New Securities" shall mean debt securities of the Company
identical in all material respects to the Securities (except that the interest
rate step-up provisions and the transfer restrictions shall be modified or
eliminated, as appropriate) and to be issued under the Indenture or the New
Securities Indenture.

                  "New Securities Indenture" shall mean an indenture between the
Company and the New Securities Trustee, identical in all material respects to
the Indenture (except that the cash interest and interest rate step-up
provisions will be modified or eliminated, as appropriate).

                  "New Securities Trustee" shall mean the Trustee or a bank or
trust company reasonably satisfactory to the Initial Purchasers, as trustee with
respect to the New Securities under the New Securities Indenture.

                  "Prospectus" shall mean the prospectus included in any
Registration Statement (including, without limitation, a prospectus that
discloses information previously omitted from a prospectus filed as part of an
effective registration statement in reliance upon Rule 430A under the Act), as
amended or supplemented by any prospectus supplement, with respect to the terms
of the offering of any portion of the Securities or the New Securities covered
by such Registration Statement, and all amendments and supplements thereto and
all material incorporated by reference therein.

                  "Purchase Agreement" shall have the meaning set forth in the
preamble hereto.

                  "Registered Exchange Offer" shall mean the proposed offer of
the Company to issue and deliver to the Holders of the Securities that are not
prohibited by any law or policy of the Commission from participating in such
offer, in exchange for the Securities, a like aggregate principal amount of the
New Securities.

                  "Registration Statement" shall mean any Exchange Offer
Registration Statement or Shelf Registration Statement that covers any of the
Securities or the New Securities pursuant to the provisions of this Agreement,
any amendments and supplements to such registration statement, including
post-effective amendments (in each case including the Prospectus contained
therein), all exhibits thereto and all material incorporated by reference
therein.

                  "Securities" shall have the meaning set forth in the preamble
hereto.

                  "Shelf Registration" shall mean a registration effected
pursuant to Section 3 hereof.

                  "Shelf Registration Period" has the meaning set forth in
Section 3(b) hereof.

                  "Shelf Registration Statement" shall mean a "shelf"
registration statement of the Company pursuant to the provisions of Section 3
hereof which covers some or all of the Securities or New Securities, as
applicable, on an appropriate form under Rule 415 under the Act, or any similar
rule that may be adopted by the Commission, amendments and supplements


<PAGE>


                                                                               4


to such registration statement, including post-effective amendments, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

                  "Trustee" shall mean the trustee with respect to the
Securities under the Indenture.

                  "underwriter" shall mean any underwriter of Securities in
connection with an offering thereof under a Shelf Registration Statement.

                  2. Registered Exchange Offer. (a) Except to the extent that
Section 3(a) below shall apply, the Company shall prepare and, not later than 90
days following the date of the original issuance of the Securities, shall file
with the Commission the Exchange Offer Registration Statement with respect to
the Registered Exchange Offer. The Company shall use its reasonable best efforts
to cause the Exchange Offer Registration Statement to become effective under the
Act within 180 days of the date of the original issuance of the Securities.

                  (b) Upon the effectiveness of the Exchange Offer Registration
Statement, the Company shall promptly commence the Registered Exchange Offer, it
being the objective of such Registered Exchange Offer to enable each Holder
electing to exchange Securities for New Securities (assuming that such Holder is
not an Affiliate of the Company, acquires the New Securities in the ordinary
course of such Holder's business, has no arrangements with any person to
participate in the distribution of the New Securities and is not prohibited by
any law or policy of the Commission from participating in the Registered
Exchange Offer) to transfer such New Securities from and after their receipt
without any limitations or restrictions under the Act and without material
restrictions under the securities laws of a substantial proportion of the
several states of the United States.

                  (c)  In connection with the Registered Exchange Offer, the
Company shall:

                  (i) mail to each Holder a copy of the Prospectus forming part
         of the Exchange Offer Registration Statement, together with an
         appropriate letter of transmittal and related documents;

                  (ii) keep the Registered Exchange Offer open for not less than
         20 Business Days after the date notice thereof is mailed to the Holders
         (or longer if required by applicable law);

                  (iii) use its best efforts to keep the Exchange Offer
         Registration Statement continuously effective, supplemented and amended
         as required, under the Act to ensure that it is available for sales of
         New Securities by Exchanging Dealers during the Exchange Offer
         Registration Period;

                  (iv) utilize the services of a depositary for the Registered
         Exchange Offer with an address in the Borough of Manhattan in New York
         City, which may be the Trustee, the New Securities Trustee or an
         Affiliate of either of them;



<PAGE>


                                                                               5


                  (v) permit Holders to withdraw tendered Securities at any time
         prior to the close of business, New York time, on the last Business Day
         on which the Registered Exchange Offer is open;

                  (vi) prior to effectiveness of the Exchange Offer Registration
         Statement, if requested or required by the Commission, provide a
         supplemental letter to the Commission (A) stating that the Company is
         conducting the Registered Exchange Offer in reliance on the position of
         the Commission in Exxon Capital Holdings Corporation (pub. avail. May
         13, 1988) and Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991);
         and (B) including a representation that the Company has not entered
         into any arrangement or understanding with any person to distribute the
         New Securities to be received in the Registered Exchange Offer and
         that, to the best of the Company's information and belief, each Holder
         participating in the Registered Exchange Offer is acquiring the New
         Securities in the ordinary course of business and has no arrangement or
         understanding with any person to participate in the distribution of the
         New Securities; and

                  (vii) comply in all respects with all applicable laws relating
         to the Registered Exchange Offer.

                  (d) As soon as practicable after the close of the Registered
         Exchange Offer, the Company shall:

                  (i)  accept for exchange all Securities tendered and not

         validly withdrawn pursuant to the Registered Exchange Offer;

                  (ii)  deliver to the Trustee for cancelation in accordance
         with Section 4(s) all Securities so accepted for exchange; and

                  (iii) issue and cause the New Securities Trustee promptly to
         authenticate and deliver to each Holder of Securities a principal
         amount of New Securities equal to the principal amount of the
         Securities of such Holder so accepted for exchange.

                  (e)  Each Holder hereby acknowledges and agrees that any such
Holder using the Registered Exchange Offer to participate in a distribution of
the New Securities (x) could not under Commission policy as in effect on the
date of this Agreement rely on the position of the Commission in Morgan Stanley
and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation
(pub. avail. May 13, 1988), as interpreted in the Commission's letter to
Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y)
must comply with the registration and prospectus delivery requirements of the
Act in connection with any secondary resale transaction which must be covered by
an effective registration statement containing the selling security holder
information required by Item 507 or 508, as applicable, of Regulation S-K under
the Act if the resales are of New Securities obtained by such Holder in exchange
for Securities acquired by such Holder directly from the Company or one of its
Affiliates. Accordingly, each Holder participating in the Registered Exchange
Offer shall be


<PAGE>


                                                                               6

required to represent to the Company that, at the time of the consummation of
the Registered Exchange Offer:

                  (i)  any New Securities received by such Holder will be
         acquired in the ordinary course of business;

                  (ii) such Holder will have no arrangement or understanding
         with any person to participate in the distribution of the Securities or
         the New Securities within the meaning of the Act; and

                  (iii)  such Holder is not an Affiliate of the Company.

                  (f) If any Initial Purchaser determines that it is not
eligible to participate in the Registered Exchange Offer with respect to the
exchange of Securities constituting any portion of an unsold allotment, at the
request of such Initial Purchaser, the Company shall issue and deliver to such
Initial Purchaser or the person purchasing New Securities registered under a
Shelf Registration Statement as contemplated by Section 3 hereof from such
Initial Purchaser, in exchange for such Securities, a like principal amount of
New Securities. The Company shall use its best efforts to cause the CUSIP
Service Bureau to issue the same CUSIP number for such New Securities as for New
Securities issued pursuant to the Registered Exchange Offer.

                  3. Shelf Registration. (a) If (i) due to any change in law or
applicable interpretations thereof by the Commission's staff, the Company
determines upon advice of its outside counsel that it is not permitted to effect
the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any
other reason the Exchange Offer Registration Statement is not declared effective
within 180 days of the date of original issuance of the Securities or the
Registered Exchange Offer is not consummated within 240 days of the date of
original issuance of the Securities; (iii) any Initial Purchaser so requests
within 20 Business Days following consummation of the Registered Exchange Offer
with respect to Securities that are not eligible to be exchanged for New
Securities in the Registered Exchange Offer and that are held by it following
consummation of the Registered Exchange Offer; (iv) any Holder (other than an
Initial Purchaser) who is not eligible to participate in the Registered Exchange
Offer or does not receive freely tradeable New Securities in the Registered
Exchange Offer other than by reason of such Holder being an Affiliate of the
Company so requests within 20 Business Days following consummation of the
Registered Exchange Offer; or (v) in the case of any Initial Purchaser that
participates in the Registered Exchange Offer or acquires New Securities
pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely
tradeable New Securities in exchange for Securities constituting any portion of
an unsold allotment and so requests within 20 Business Days following
consummation of the Registered Exchange Offer and (it being understood that (x)
the requirement that an Initial Purchaser deliver a Prospectus containing the
information required by Item 507 or 508 of Regulation S-K under the Act in
connection with sales of New Securities acquired in exchange for such Securities
shall result in such New Securities being not "freely tradeable"; and (y) the
requirement that an Exchanging Dealer deliver an Exchange Offer Prospectus in
connection with sales of New Securities acquired in the Registered Exchange
Offer in exchange for Securities acquired as a result of market-making
activities or other trading activities shall not result in such New Securities
being not "freely tradeable"), the Company shall effect a Shelf Registration in
accordance with subsection (b) below.



<PAGE>


                                                                               7


                  (b) (i) The Company shall as promptly as practicable (but in
no event more than 60 days after so required or requested pursuant to this
Section 3), file with the Commission and thereafter shall use its reasonable
best efforts to cause to be declared effective under the Act a Shelf
Registration Statement relating to the offer and sale of the Securities or the
New Securities, as applicable, by the Holders thereof from time to time in
accordance with the methods of distribution elected by such Holders and set
forth in such Shelf Registration Statement; provided, however, that no Holder
(other than an Initial Purchaser) shall be entitled to have the Securities held
by it covered by such Shelf Registration Statement unless such Holder agrees in
writing to be bound by all of the provisions of this Agreement applicable to
such Holder and provides to the Company in writing within 15 days after receipt
of a request therefor such information as the Company may reasonably request for
inclusion in the Shelf Registration Statement or any Prospectus included
therein; and provided further, that with respect to New Securities received by
an Initial Purchaser in exchange for Securities constituting any portion of an
unsold allotment, the Company may, if permitted by current interpretations by
the Commission's staff, file a post- effective amendment to the Exchange Offer
Registration Statement containing the information required by Item 507 or 508 of
Regulation S-K, as applicable, in satisfaction of its obligations under this
subsection with respect thereto, and any such Exchange Offer Registration
Statement, as so amended, shall be referred to herein as, and governed by the
provisions herein applicable to, a Shelf Registration Statement. In the event
that facts and circumstances with respect to a particular Holder change in a
manner that would make the disclosure about such Holder contained in the Shelf
Registration Statement materially misleading, each Holder as to which the Shelf
Registration is being effected agrees to furnish to the Company all information
with respect to such Holder necessary to make the information previously
furnished to the Company by such Holder for inclusion in the Shelf Registration
Statement not materially misleading.

                  (ii) The Company shall use its reasonable best efforts to keep
the Shelf Registration Statement continuously effective, supplemented and
amended as required by the Act, in order to permit the Prospectus forming part
thereof to be usable by Holders until the earliest of (A) two years from the
date the Shelf Registration Statement is declared effective by the Commission,
(B) such time as all the Securities or New Securities, as applicable, covered by
the Shelf Registration Statement have been sold pursuant to the Shelf
Registration Statement, and (C) such time as the Securities or New Securities,
as applicable, covered by the Shelf Registration Statement are eligible for
resale pursuant to Rule 144(k) of the Act (in any such case, such period being
called the "Shelf Registration Period"). The Company shall be deemed not to have
used its best efforts to keep the Shelf Registration Statement effective during
the requisite period if it voluntarily takes any action that would result in
Holders of Securities covered thereby not being able to offer and sell such
Securities during that period, unless (A) such action is required by applicable
law; or (B) such action is taken by the Company in good faith and for valid
business reasons (not including avoidance of the Company's obligations
hereunder), including the acquisition or divestiture of assets, so long as the
Company promptly thereafter complies with the requirements of Section 4(k)
hereof, if applicable.


<PAGE>


                                                                               8


                  4.  Additional Registration Procedures.  In connection with
any Shelf Registration Statement and, to the extent applicable, any Exchange
Offer Registration Statement, the following provisions shall apply.

                  (a)  The Company shall:

                  (i) furnish to you, not less than five Business Days prior to
         the filing thereof with the Commission, a copy of any Exchange Offer
         Registration Statement and any Shelf Registration Statement, and each
         amendment thereof and each amendment or supplement, if any, to the
         Prospectus included therein (excluding any amendments effected by
         filing any documents incorporated by reference therein after the
         initial filing) and shall provide you with a reasonable opportunity to
         provide comments thereon;

                  (ii) include the information set forth in Annex A hereto on
         the facing page of the Exchange Offer Registration Statement, in Annex
         B hereto in the forepart of the Exchange Offer Registration Statement
         in a section setting forth details of the Exchange Offer, in Annex C
         hereto in the underwriting or plan of distribution section of the
         Prospectus contained in the Exchange Offer Registration Statement, and
         in Annex D hereto in the letter of transmittal delivered pursuant to
         the Registered Exchange Offer;

                  (iii) if requested by an Initial Purchaser, include the
         information required by Item 507 or 508 of Regulation S-K, as
         applicable, in the Prospectus contained in the Exchange Offer
         Registration Statement; and

                  (iv) in the case of a Shelf Registration Statement, include
         the names of the Holders that propose to sell Securities pursuant to
         the Shelf Registration Statement as selling security holders.

                  (b)  The Company shall use its reasonable best efforts to
ensure that:

                  (i) any Registration Statement and any amendment thereto and
         any Prospectus forming part thereof and any amendment or supplement
         thereto complies in all material respects with the Act and the rules
         and regulations thereunder;

                  (ii) any Registration Statement and any amendment thereto does
         not, when it becomes effective, contain an untrue statement of a
         material fact or omit to state a material fact required to be stated
         therein or necessary to make the statements therein not misleading; and

                  (iii) any Prospectus forming part of any Registration
         Statement, and any amendment or supplement to such Prospectus, does not
         include an untrue statement of a material fact or omit to state a
         material fact necessary in order to make the statements therein, in the
         light of the circumstances under which they were made, not misleading.

                  (c) The Company shall advise you, the Holders of Securities
covered by any Shelf Registration Statement and any Exchanging Dealer under any
Exchange Offer Registration Statement that has provided in writing to the
Company a telephone or facsimile number and address for notices, and, if
requested by you or any such Holder or Exchanging Dealer, shall


<PAGE>


                                                                               9


confirm such advice in writing (which notice pursuant to clauses (ii) through
(v) hereof shall be accompanied by an instruction to suspend the use of the
Prospectus until the Company shall have remedied the basis for such suspension):

                  (i) when a Registration Statement and any amendment thereto
         has been filed with the Commission and when the Registration Statement
         or any post-effective amendment thereto has become effective;

                  (ii)  of any request by the Commission for any amendment or
         supplement to the Registration Statement or the Prospectus or for
         additional information;

                  (iii)  of the issuance by the Commission of any stop order
         suspending the effectiveness of the Registration Statement or the
         initiation of any proceedings for that purpose;

                  (iv) of the receipt by the Company of any notification with
         respect to the suspension of the qualification of the securities
         included therein for sale in any jurisdiction or the initiation of any
         proceeding for such purpose; and

                  (v) of the happening of any event that requires any change in
         the Registration Statement or the Prospectus so that, as of such date,
         the statements therein are not misleading and do not omit to state a
         material fact required to be stated therein or necessary to make the
         statements therein (in the case of the Prospectus, in the light of the
         circumstances under which they were made) not misleading.

                  (d) The Company shall use its best efforts to obtain the
withdrawal of any order suspending the effectiveness of any Registration
Statement or the qualification of the securities therein for sale in any
jurisdiction at the earliest possible time.

                  (e) The Company shall furnish to each Holder of Securities
covered by any Shelf Registration Statement, without charge, at least one copy
of such Shelf Registration Statement and any post-effective amendment thereto,
and, if the Holder so requests in writing, all material incorporated therein by
reference and all exhibits thereto (including exhibits incorporated by reference
therein).

                  (f) The Company shall, during the Shelf Registration Period,
deliver to each Holder of Securities covered by any Shelf Registration
Statement, without charge, as many copies of the Prospectus (including each
preliminary Prospectus) included in such Shelf Registration Statement and any
amendment or supplement thereto as such Holder may reasonably request. The
Company consents to the use of the Prospectus or any amendment or supplement
thereto by each of the selling Holders of Securities in connection with the
offering and sale of the Securities covered by the Prospectus, or any amendment
or supplement thereto, included in the Shelf Registration Statement.

                  (g) The Company shall furnish to each Exchanging Dealer which
so requests, without charge, at least one copy of the Exchange Offer
Registration Statement and any post- effective amendment thereto, and, if the
Exchanging Dealer so requests in writing, all material


<PAGE>


                                                                              10

incorporated by reference therein and all exhibits thereto (including exhibits
incorporated by reference therein).

                  (h) The Company shall promptly deliver to each Initial
Purchaser, each Exchanging Dealer and each other person required to deliver a
Prospectus during the Exchange Offer Registration Period, without charge, as
many copies of the Prospectus included in such Exchange Offer Registration
Statement and any amendment or supplement thereto as any such person may
reasonably request. The Company consents to the use of the Prospectus or any
amendment or supplement thereto by any Initial Purchaser, any Exchanging Dealer
and any such other person that may be required to deliver a Prospectus following
the Registered Exchange Offer in connection with the offering and sale of the
New Securities covered by the Prospectus, or any amendment or supplement
thereto, included in the Exchange Offer Registration Statement.

                  (i) Prior to the Registered Exchange Offer or any other
offering of Securities pursuant to any Registration Statement, the Company shall
arrange, if necessary, for the qualification of the Securities or the New
Securities for sale under the state securities or "blue sky" laws of such
jurisdictions as any Holder shall reasonably request and will maintain such
qualification in effect so long as required; provided that in no event shall the
Company be obligated to qualify to do business in any jurisdiction where it is
not then so qualified or to take any action that would subject it to service of
process in suits, in any such jurisdiction where it is not then so subject or to
taxation in any such jurisdiction in which it is not then so subject.

                  (j) The Company shall cooperate with the Holders of Securities
to facilitate the timely preparation and delivery of certificates representing
New Securities or Securities to be issued or sold pursuant to any Registration
Statement free of any restrictive legends and in such denominations and
registered in such names as Holders may request.

                  (k) Upon the occurrence of any event contemplated by
subsections (c)(ii) through (v) above, the Company shall promptly prepare a
post-effective amendment to the applicable Registration Statement or an
amendment or supplement to the related Prospectus or file any other required
document so that, as thereafter delivered to Initial Purchasers of the
securities included therein, the Prospectus will not include an untrue statement
of a material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading. In such circumstances, the period of effectiveness of the
Exchange Offer Registration Statement provided for in Section 2 shall be
extended by the number of days from and including the date of the giving of a
notice of suspension pursuant to Section 4(c) to and including the date when the
Initial Purchasers, the Holders of the Securities and any known Exchanging
Dealer shall have received such amended or supplemented Prospectus pursuant to
this Section.

                  (l) Not later than the effective date of any Registration
Statement, the Company shall obtain a CUSIP number for the Securities or the New
Securities, as the case may be, registered under such Registration Statement and
provide the Trustee with printed certificates for such Securities or New
Securities, in a form eligible for deposit with The Depository Trust Company.


<PAGE>


                                                                              11


                  (m) The Company shall comply with all applicable rules and
regulations of the Commission and shall make generally available to its security
holders as soon as practicable after the effective date of the applicable
Registration Statement an earnings statement satisfying the provisions of
Section 11(a) of the Act.

                  (n) The Company shall cause the Indenture or the New
Securities Indenture, as the case may be, to be qualified under the Trust
Indenture Act in a timely manner as required by the TIA.

                  (o) The Company may require each Holder of Securities to be
sold pursuant to any Shelf Registration Statement and each Exchanging Dealer
holding Securities to be sold pursuant to the Exchange Offer Registration
Statement to furnish to the Company such information regarding the Holder and
the distribution of such Securities as the Company may from time to time
reasonably require for inclusion in such Registration Statement. The Company may
exclude from such Shelf Registration Statement or Exchange Offer Registration
Statement the Securities of any Holder that unreasonably fails to furnish such
information within a reasonable time after receiving such request.

                  (p) In the case of any Shelf Registration Statement, the
Company shall enter into such agreements (including if requested an underwriting
agreement in customary form) and take all other appropriate actions in order to
expedite or facilitate the registration or the disposition of the Securities,
and in connection therewith, if an underwriting agreement is entered into, cause
the same to contain indemnification provisions and procedures no less favorable
than those set forth in Section 6 (or such other indemnification provisions and
procedures acceptable to the Majority Holders and the Managing Underwriters, if
any) with respect to all parties to be indemnified pursuant to Section 6.

                  (q) In the case of any Shelf Registration Statement, the
Company shall:

                  (i) make reasonably available for inspection by the Majority
         Holders of Securities to be registered thereunder, any underwriter
         participating in any disposition pursuant to such Registration
         Statement, and any attorney, accountant or other agent retained by the
         Majority Holders or any such underwriter all relevant financial and
         other records, pertinent corporate documents and properties of the
         Company and its subsidiaries as shall be reasonably necessary to enable
         them to exercise any applicable due diligence responsibilities;
         provided, however, that any information that is provided by the Company
         shall be kept confidential by the Majority Holders or any such
         underwriter, attorney, accountant or agent, unless such disclosure
         involves information that is generally available to the public on a
         non-confidential basis, is made in connection with a court proceeding
         or required by law, or involves information that becomes available to
         the public generally (other than by disclosure by the Holder or any
         such underwriter, attorney, accountant or agent in violation of this
         agreement) or through a third party without an accompanying obligation
         of confidentiality;

                  (ii) cause the Company's officers, directors and employees to
         supply all relevant information reasonably requested by the Majority
         Holders or any such underwriter, attorney, accountant or agent in
         connection with any such Registration Statement as is customary for
         similar due diligence examinations; provided, however, that any


<PAGE>


                                                                              12


         information that is provided by the Company shall be kept confidential
         by the Majority Holders or any such underwriter, attorney, accountant
         or agent, unless such disclosure involves information that is generally
         available to the public on a non-confidential basis, is made in
         connection with a court proceeding or required by law, or involves
         information that becomes available to the public generally (other than
         by disclosure by the Holder or any such underwriter, attorney,
         accountant or agent in violation of this agreement) or through a third
         party without an accompanying obligation of confidentiality;

                  (iii) make such representations and warranties to the Majority
         Holders of Securities registered thereunder and the underwriters, if
         any, in form, substance and scope as are customarily made by issuers to
         underwriters in primary underwritten offerings and covering matters
         including, but not limited to, those set forth in the Purchase
         Agreement;

                  (iv) obtain opinions of counsel to the Company and updates
         thereof (which counsel and opinions (in form, scope and substance)
         shall be reasonably satisfactory to the Managing Underwriters, if any)
         addressed to each selling Majority Holder and the underwriters, if any,
         covering such matters as are customarily covered in opinions requested
         in underwritten offerings and such other matters as may be reasonably
         requested by such Holders and underwriters;

                  (v) obtain "cold comfort" letters and updates thereof from the
         independent certified public accountants of the Company (and, if
         necessary, any other independent certified public accountants of any
         subsidiary of the Company or of any business acquired by the Company
         for which financial statements and financial data are, or are required
         to be, included in the Registration Statement), addressed to each
         selling Majority Holder of Securities registered thereunder and the
         underwriters, if any, in customary form in accordance with SAS 72 and
         covering matters of the type customarily covered in "cold comfort"
         letters in connection with primary underwritten offerings; and

                  (vi) deliver such documents and certificates as may be
         reasonably requested by the Majority Holders and the Managing
         Underwriters, if any, including those to evidence compliance with
         Section 4(k) and with any customary conditions contained in the
         underwriting agreement or other agreement entered into by the Company.

The actions set forth in clauses (iii), (iv), (v) and (vi) of this subsection
shall be performed at (A) the effectiveness of such Registration Statement and
each post-effective amendment thereto; and (B) each closing under any
underwriting or similar agreement as and to the extent required thereunder.

                  (r) In the case of any Exchange Offer Registration Statement,
the Company shall:

                  (i) make reasonably available for inspection by such Initial
         Purchaser, and any attorney, accountant or other agent retained by such
         Initial Purchaser, all relevant financial and other records, pertinent
         corporate documents and properties of the Company and its subsidiaries;
         provided, however, that any information that is provided by the Company
         shall be kept confidential by the Majority Holders or any such
         underwriter, attorney, accountant or agent, unless such disclosure
         involves information that is generally available to the public on a
         non-confidential basis, is made in connection with a


<PAGE>


                                                                              13


         court proceeding or required by law, or involves information that
         becomes available to the public generally (other than by disclosure by
         the Holder or any such underwriter, attorney, accountant or agent in
         violation of this agreement) or through a third party without an
         accompanying obligation of confidentiality;

                  (ii) cause the Company's officers, directors and employees to
         supply all relevant information reasonably requested by such Initial
         Purchaser or any such attorney, accountant or agent in connection with
         any such Registration Statement as is customary for similar due
         diligence examinations; provided, however, that any information that is
         provided by the Company shall be kept confidential by such Initial
         Purchaser or any such attorney, accountant or agent, unless such
         disclosure involves information that is generally available to the
         public on a non-confidential basis, is made in connection with a court
         proceeding or required by law, or involves information that becomes
         available to the public generally (other than by disclosure by the
         Holder or any such underwriter, attorney, accountant or agent in
         violation of this agreement) or through a third party without an
         accompanying obligation of confidentiality;

                  (iii) make such representations and warranties to such Initial
         Purchaser, in form, substance and scope as are customarily made by
         issuers to underwriters in primary underwritten offerings and covering
         matters including, but not limited to, those set forth in the Purchase
         Agreement;

                  (iv) obtain opinions of counsel to the Company and updates
         thereof (which counsel and opinions (in form, scope and substance)
         shall be reasonably satisfactory to such Initial Purchaser and its
         counsel, addressed to such Initial Purchaser, covering such matters as
         are customarily covered in opinions requested in underwritten offerings
         and such other matters as may be reasonably requested by such Initial
         Purchaser or its counsel;

                  (v) obtain "cold comfort" letters and updates thereof from the
         independent certified public accountants of the Company (and, if
         necessary, any other independent certified public accountants of any
         subsidiary of the Company or of any business acquired by the Company
         for which financial statements and financial data are, or are required
         to be, included in the Registration Statement), addressed to such
         Initial Purchaser, in customary form in accordance with SAS 72 and
         covering matters of the type customarily covered in "cold comfort"
         letters in connection with primary underwritten offerings, or if
         requested by such Initial Purchaser or its counsel in lieu of a "cold
         comfort" letter, an agreed-upon procedures letter under Statement on
         Auditing Standards No. 35, covering matters requested by such Initial
         Purchaser or its counsel; and

                  (vi) deliver such documents and certificates as may be
         reasonably requested by such Initial Purchaser or its counsel,
         including those to evidence compliance with Section 4(k) and with
         conditions customarily contained in underwriting agreements.

The foregoing actions set forth in clauses (iii), (iv), (v), and (vi) of this
subsection shall be performed at the close of the Registered Exchange Offer and
the effective date of any post- effective amendment to the Exchange Offer
Registration Statement.



<PAGE>


                                                                              14


                  (s) If a Registered Exchange Offer is to be consummated, upon
delivery of the Securities by Holders to the Company (or to such other person as
directed by the Company) in exchange for the New Securities, the Company shall
mark, or cause to be marked, on the Securities so exchanged that such Securities
are being canceled in exchange for the New Securities. In no event shall the
Securities be marked as paid or otherwise satisfied.

                  (t) The Company will use its reasonable best efforts (i) if
the Securities have been rated prior to the initial sale of such Securities, to
confirm such ratings will apply to the Securities or the New Securities, as the
case may be, covered by a Registration Statement; or (ii) if the Securities were
not previously rated, to cause the Securities covered by a Registration
Statement to be rated with at least one nationally recognized statistical rating
agency, if so requested by Majority Holders with respect to the related
Registration Statement or by any Managing Underwriters.

                  (u) In the event that any Broker-Dealer shall underwrite any
Securities or participate as a member of an underwriting syndicate or selling
group or "assist in the distribution" (within the meaning of the Rules of Fair
Practice and the By-Laws of the National Association of Securities Dealers,
Inc.) thereof, whether as a Holder of such Securities or as an underwriter, a
placement or sales agent or a broker or dealer in respect thereof, or otherwise,
the Company shall assist such Broker-Dealer in complying with the requirements
of such Rules and By-Laws, including, without limitation, by:

                  (i) if such Rules or By-Laws shall so require, engaging a
         "qualified independent underwriter" (as defined in such Rules) to
         participate in the preparation of the Registration Statement, to
         exercise usual standards of due diligence with respect thereto and, if
         any portion of the offering contemplated by such Registration Statement
         is an underwritten offering or is made through a placement or sales
         agent, to recommend the yield of such Securities;

                  (ii)  indemnifying any such qualified independent underwriter
         to the extent of the indemnification of underwriters provided in
         Section 6 hereof; and

                  (iii) providing such information to such Broker-Dealer as may
         be required in order for such Broker-Dealer to comply with the
         requirements of such Rules.

                  (v) The Company shall use its reasonable best efforts to take
all other steps reasonably necessary to effect the registration of the
Securities or the New Securities, as the case may be, covered by a Registration
Statement.

                  5. Registration Expenses. The Company shall bear all expenses
incurred in connection with the performance of its obligations under Sections 2,
3 and 4 hereof and, in the event of any Shelf Registration Statement, will
reimburse the Holders for the reasonable fees and disbursements of one firm or
counsel designated by the Majority Holders to act as counsel for the Holders in
connection therewith, and, in the case of any Exchange Offer Registration
Statement, will reimburse the Initial Purchasers for the reasonable fees and
disbursements of counsel acting in connection therewith. Each Holder shall pay
all expenses of its other advisors, experts or agents, all underwriting
discounts and commissions and all transfer taxes, if any in combination


<PAGE>


                                                                              15


with the sale or disposition of such Holder's Registrable Securities pursuant to
any Registration Statement.

                  6. Indemnification and Contribution. (a) The Company agrees to
indemnify and hold harmless each Holder of Securities or New Securities, as the
case may be, covered by any Registration Statement (including each Initial
Purchaser and, with respect to any Prospectus delivery as contemplated in
Section 4(h) hereof, each Exchanging Dealer), the directors, officers, employees
and agents of each such Holder and each person who controls any such Holder
within the meaning of either the Act or the Exchange Act against any and all
losses, claims, damages or liabilities, joint or several, to which they or any
of them may become subject under the Act, the Exchange Act or other Federal or
state statutory law or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement as originally filed or in
any amendment thereof, or in any preliminary Prospectus or the Prospectus, or in
any amendment thereof or supplement thereto, or arise out of or are based upon
the omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
agrees to reimburse each such indemnified party, as incurred, for any legal or
other expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that the Company will not be liable in any case to the extent that any such
loss, claim, damage or liability arises out of or is based upon any such untrue
statement or alleged untrue statement or omission or alleged omission made
therein in reliance upon and in conformity with written information furnished to
the Company by or on behalf of any such Holder specifically for inclusion
therein. This indemnity agreement will be in addition to any liability which the
Company may otherwise have.

                  The Company also agrees to indemnify or contribute as provided
in Section 6(d) to Losses of each underwriter of Securities or New Securities,
as the case may be, registered under a Shelf Registration Statement, their
directors, officers, employees or agents and each person who controls such
underwriter on substantially the same basis as that of the indemnification of
the Initial Purchasers and the selling Holders provided in this Section 6(a) and
shall, if requested by any Holder, enter into an underwriting agreement
reflecting such agreement, as provided in Section 4(p) hereof.

                  (b) Each Holder of securities covered by a Registration
Statement (including each Initial Purchaser and, with respect to any Prospectus
delivery as contemplated in Section 4(h) hereof, each Exchanging Dealer)
severally and not jointly agrees to indemnify and hold harmless the Company,
each of its directors, each of its officers who signs such Registration
Statement, each of the Company's employees and agents and each person who
controls the Company within the meaning of either the Act or the Exchange Act,
to the same extent as the foregoing indemnity from the Company to each such
Holder, but only with reference to written information relating to such Holder
furnished to the Company by or on behalf of such Holder specifically for
inclusion in the documents referred to in the foregoing indemnity. This
indemnity agreement will be in addition to any liability which any such Holder
may otherwise have.

                  (c) Promptly after receipt by an indemnified party under this
Section of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section, notify the indemnifying party in


<PAGE>


                                                                              16


writing of the commencement thereof; but the failure so to notify the
indemnifying party (i) will not relieve it from liability under paragraph (a) or
(b) above unless and to the extent it did not otherwise learn of such action and
such failure results in the forfeiture by the indemnifying party of substantial
rights and defenses; and (ii) will not, in any event, relieve the indemnifying
party from any obligations to any indemnified party other than the
indemnification obligation provided in paragraph (a) or (b) above. The
indemnifying party shall be entitled to appoint counsel of the indemnifying
party's choice at the indemnifying party's expense to represent the indemnified
party in any action for which indemnification is sought (in which case the
indemnifying party shall not thereafter be responsible for the fees and expenses
of any separate counsel retained by the indemnified party or parties except as
set forth below); provided, however, that such counsel shall be reasonably
satisfactory to the indemnified party. Notwithstanding the indemnifying party's
election to appoint counsel to represent the indemnified party in an action, the
indemnified party shall have the right to employ separate counsel (including
local counsel), and the indemnifying party shall bear the reasonable fees, costs
and expenses of such separate counsel if (i) the use of counsel chosen by the
indemnifying party to represent the indemnified party would present such counsel
with a conflict of interest; (ii) the actual or potential defendants in, or
targets of, any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available to the
indemnifying party; (iii) the indemnifying party shall not have employed counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party within a reasonable time after its receipt of notice of the institution of
such action; or (iv) the indemnifying party shall authorize the indemnified
party in writing to employ separate counsel at the expense of the indemnifying
party. An indemnifying party will not, without the prior written consent of the
indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified parties are actual or potential
parties to such claim or action) unless such settlement, compromise or consent
includes an unconditional release of each indemnified party from all liability
arising out of such claim, action, suit or proceeding.

                  (d) In the event that the indemnity provided in paragraph (a)
or (b) of this Section is unavailable to or insufficient to hold harmless an
indemnified party for any reason, then each applicable indemnifying party shall
have a joint and several obligation to contribute to the aggregate losses,
claims, damages and liabilities (including legal or other expenses reasonably
incurred in connection with investigating or defending same) (collectively
"Losses") to which such indemnified party may be subject in such proportion as
is appropriate to reflect the relative benefits received by such indemnifying
party, on the one hand, and such indemnified party, on the other hand, from the
Initial Placement and the Registration Statement which resulted in such Losses;
provided, however, that in no case shall any Initial Purchaser or any subsequent
Holder of any Security or New Security be responsible, in the aggregate, for any
amount in excess of the purchase discount or commission applicable to such
Security, or in the case of a New Security, applicable to the Security that was
exchangeable into such New Security, nor shall any underwriter be responsible
for any amount in excess of the underwriting discount or commission applicable
to the securities purchased by such underwriter under the Registration Statement
which resulted in such Losses. If the allocation provided by the immediately
preceding sentence is unavailable for any reason, the indemnifying party and the
indemnified party shall contribute in such proportion as is appropriate to
reflect not only such relative benefits but also the relative


<PAGE>


                                                                              17


fault of such indemnifying party, on the one hand, and such indemnified party,
on the other hand, in connection with the statements or omissions which resulted
in such Losses as well as any other relevant equitable considerations. Benefits
received by the Company shall be deemed to be equal to the sum of (x) the total
net proceeds from the Initial Placement (before deducting expenses) and (y) the
total amount of additional interest which the Company was not required to pay as
a result of registering the securities covered by the Registration Statement
which resulted in such Losses. Benefits received by the Initial Purchasers shall
be deemed to be equal to the total purchase discounts and commissions received
by the Initial Purchasers, and benefits received by any other Holders shall be
deemed to be equal to the value of receiving Securities or New Securities, as
applicable, registered under the Act. Benefits received by any underwriter shall
be deemed to be equal to the total underwriting discounts and commissions, as
set forth on the cover page of the Prospectus forming a part of the Registration
Statement which resulted in such Losses. Relative fault shall be determined by
reference to, among other things, whether any alleged untrue statement or
omission relates to information provided by the indemnifying party, on the one
hand, or by the indemnified party, on the other hand, the intent of the parties
and their relative knowledge, access to information and opportunity to correct
or prevent such untrue statement or omission. The parties agree that it would
not be just and equitable if contribution were determined by pro rata allocation
(even if the Holders were treated as one entity for such purpose) or any other
method of allocation which does not take account of the equitable considerations
referred to above. Notwithstanding the provisions of this paragraph (d), no
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. For purposes of this Section, each
person who controls a Holder within the meaning of either the Act or the
Exchange Act and each director, officer, employee and agent of such Holder shall
have the same rights to contribution as such Holder, and each person who
controls the Company within the meaning of either the Act or the Exchange Act,
each officer of the Company who shall have signed the Registration Statement and
each director employee and agent of the Company shall have the same rights to
contribution as the Company, subject in each case to the applicable terms and
conditions of this paragraph (d). In the event that in a final, non-appealable
judgment a court of competent jurisdiction enters a ruling to the effect that a
party that has received an indemnification payment under this Section 6 is not
entitled to such payment, then such party shall repay such portion of the
indemnification payment that has been disallowed by such judgment to the
indemnifying party.

                  (e) The provisions of this Section will remain in full force
and effect, regardless of any investigation made by or on behalf of any Holder
or the Company or any of the directors, officers, employees, agents or
controlling persons referred to in this Section hereof, and will survive the
sale by a Holder of securities covered by a Registration Statement.

                  7.  Underwritten Registrations.  (a)  If any of the Securities
or New Securities, as the case may be, covered by any Shelf Registration
Statement are to be sold in an underwritten offering, the Managing Underwriters
shall be selected by the Majority Holders.

                  (b) No person may participate in any underwritten offering
pursuant to any Shelf Registration Statement, unless such person (i) agrees to
sell such person's Securities or New Securities, as the case may be, on the
basis reasonably provided in any underwriting arrangements approved by the
persons entitled hereunder to approve such arrangements; and (ii) completes and
executes all questionnaires, powers of attorney, indemnities, underwriting


<PAGE>


                                                                              18

agreements and other documents reasonably required under the terms of such
underwriting arrangements.

                  8. No Inconsistent Agreements. The Company has not, as of the
date hereof, entered into, nor shall it, on or after the date hereof, enter
into, any agreement with respect to its securities that is inconsistent with the
rights granted to the Holders herein or otherwise conflicts with the provisions
hereof.

                  9. Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, qualified,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, unless the Company has obtained the written
consent of the Holders of at least a majority of the then outstanding aggregate
principal amount of Securities (or, after the consummation of any Registered
Exchange Offer in accordance with Section 2 hereof, of New Securities); provided
that, with respect to any matter that materially and adversely affects the
rights of any Initial Purchaser under Sections 2, 3, 5 or 6 of this Agreement,
the Company shall obtain the written consent of each such Initial Purchaser
against which such amendment, qualification, supplement, waiver or consent is to
be effective. Notwithstanding the foregoing (except the foregoing proviso), a
waiver or consent to departure from the provisions hereof with respect to a
matter that relates exclusively to the rights of Holders whose Securities or New
Securities, as the case may be, are being sold pursuant to a Registration
Statement and that does not directly or indirectly affect the rights of other
Holders may be given by the Majority Holders, determined on the basis of
Securities or New Securities, as the case may be, being sold rather than
registered under such Registration Statement.

                  10. Notices. All notices and other communications provided for
or permitted hereunder shall be made in writing by hand-delivery, first-class
mail, telex, telecopier or air courier guaranteeing overnight delivery:

                  (a) if to a Holder, at the most current address given by such
Holder to the Company in accordance with the provisions of this Section, which
address initially is, with respect to each Holder, the address of such Holder
maintained by the Registrar under the Indenture, with a copy in like manner to
Salomon Smith Barney Inc.

                  (b)  if to you, initially at the respective addresses set
forth in the Purchase Agreement; and

                  (c)  if to the Company, initially at its address set forth in
the Purchase Agreement.

                  All such notices and communications shall be deemed to have
been duly given when received.

                  The Initial Purchasers or the Company by notice to the other
parties may designate additional or different addresses for subsequent notices
or communications.

                  11. Successors. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties,
including, without the need for an express assignment or any consent by the
Company thereto, subsequent Holders of Securities and the


<PAGE>


                                                                              19


New Securities. The Company hereby agrees to extend the benefits of this
Agreement to any Holder of Securities and the New Securities, and any such
Holder may specifically enforce the provisions of this Agreement as if an
original party hereto.

                  12. Counterparts. This Agreement may be in signed
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same agreement.

                  13.  Headings.  The headings used herein are for convenience
only and shall not affect the construction hereof.

                  14. Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed in the State of New York.

                  15. Severability. In the event that any one of more of the
provisions contained herein, or the application thereof in any circumstances, is
held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions hereof shall not be in any way impaired
or affected thereby, it being intended that all of the rights and privileges of
the parties shall be enforceable to the fullest extent permitted by law.

                  16. Securities Held by the Company, etc. Whenever the consent
or approval of Holders of a specified percentage of principal amount of
Securities or New Securities is required hereunder, Securities or New
Securities, as applicable, held by the Company or its Affiliates shall be
disregarded and deemed not to be outstanding in determining whether such consent
or approval was given by the Holders of such required percentage.



<PAGE>


                                                                              20


                  If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among the Company and the several Initial Purchasers.

                               Very truly yours,

                               Alamosa (Delaware), Inc.


                                   By:
                                        /s/ David E. Sharbutt
                                        --------------------------------------
                                        Name:  David E. Sharbutt
                                        Title:  Chairman of the Board and CEO

                               On Behalf of the Subsidiary
                               Guarantors set forth on
                               Schedule I hereto (other
                               than Alamosa Limited, LLC):


                                   By:

                                        /s/ David E. Sharbutt
                                        --------------------------------------
                                        Name:  David  E. Sharbutt
                                        Title:  Chairman of the Board and CEO


                               Alamosa Limited, LLC


                                  By:

                                        /s/ Barry A. Crozier
                                        --------------------------------------
                                        Name:  Barry A. Crozier
                                        Title:  Manager and Vice President


<PAGE>


                                                                              21


The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.

Salomon Smith Barney Inc.
TD Securities (USA) Inc.
First Union Securities, Inc.
Scotia Capital (USA) Inc.


By:      Salomon Smith Barney Inc.


by
       /s/  Richard C. Zogheb
      ---------------------------------
      Name:  Richard C. Zogheb
      Title:  Managing Director

For themselves and the other several Initial
Purchasers named in Schedule I to
the Purchase Agreement.







<PAGE>


                                                                              22


ANNEX A

Each Broker-Dealer that receives New Securities for its own account pursuant to
the Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such New Securities. 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 New
Securities received in exchange for Securities where such Securities were
acquired by such Broker-Dealer as a result of market-making activities or other
trading activities. The Company has agreed that, starting on the Expiration Date
(as defined herein) and ending on the close of business one year after the
Expiration Date, it will make this Prospectus available to any Broker-Dealer for
use in connection with any such resale. See "Plan of Distribution".


<PAGE>


                                                                              23


ANNEX B

Each Broker-Dealer that receives New Securities for its own account in exchange
for Securities, where such Securities 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 New
Securities. See "Plan of Distribution".


<PAGE>


                                                                              24


ANNEX C


                              PLAN OF DISTRIBUTION

                  Each Broker-Dealer that receives New Securities for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Securities. 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 New Securities received in
exchange for Securities where such Securities were acquired as a result of
market- making activities or other trading activities. The Company has agreed
that, starting on the Expiration Date and ending on the close of business one
year after the Expiration Date, it will make this Prospectus, as amended or
supplemented, available to any Broker-Dealer for use in connection with any such
resale. In addition, until __________, all dealers effecting transactions in the
New Securities may be required to deliver a prospectus.

                  The Company will not receive any proceeds from any sale of New
Securities by brokers-dealers. New Securities 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 New Securities 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 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 New
Securities. Any Broker-Dealer that resells New Securities 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 New Securities may be deemed to be
an "underwriter" within the meaning of the Securities Act and any profit
resulting from any such resale of New Securities 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, the
Company 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. The Company has agreed to pay all
expenses incident to the Exchange Offer (including the expenses of one counsel
for the Holders of the Securities) other than commissions or concessions of any
brokers or dealers and will indemnify the holders of the Securities (including
any Broker-Dealers) against certain liabilities, including liabilities under the
Securities Act.

                  [If applicable, add information required by Regulation S-K
Items 507 and/or 508. S-K 502(b) legend must appear on the back cover.]


<PAGE>


                                                                              25


ANNEX D

Rider A

         / /   CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
               ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
               AMENDMENTS OR SUPPLEMENTS THERETO.
               Name:    _____________________________________

               Address: _____________________________________

                        _____________________________________


Rider B

If the undersigned is not a Broker-Dealer, the undersigned represents that it
acquired the New Securities in the ordinary course of its business, it is not
engaged in, and does not intend to engage in, a distribution of New Securities
and it has no arrangements or understandings with any person to participate in a
distribution of the New Securities. If the undersigned is a Broker- Dealer that
will receive New Securities for its own account in exchange for Securities, it
represents that the Securities to be exchanged for New Securities were acquired
by it as a result of market-making activities or other trading activities and
acknowledges that it will deliver a prospectus in connection with any resale of
such New Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.


<PAGE>



                                                                      SCHEDULE I


                              Subsidiary Guarantors


Alamosa PCS, Inc.

Texas Telecommunications, LP

Alamosa Wisconsin Limited Partnership

Alamosa Delaware GP, LLC

Alamosa Wisconsin GP, LLC

Alamosa Finance, LLC

Alamosa Holdings, LLC,

Alamosa (Wisconsin) Properties, LLC,

Alamosa Properties, LP,

Alamosa Missouri, LLC,

Alamosa Missouri Properties, LLC,

Washington Oregon Wireless, LLC,

Washington Oregon Wireless Properties, LLC,

Washington Oregon Wireless Licenses, LLC,

SWGP, LLC,

SWLP, LLC,

Southwest PCS, LP,

Southwest PCS Properties, LLC

Southwest PCS Licenses, LLC



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.55
<SEQUENCE>6
<FILENAME>file005.txt
<DESCRIPTION>FOURTH AMENDMENT AND WAIVER
<TEXT>
<PAGE>


                                                                  Exhibit 10.55

                                                                 EXECUTION COPY


                           FOURTH AMENDMENT AND WAIVER dated as of August 6,
                  2001 (this "Amendment"), to the Amended and Restated Credit
                  Agreement, dated as of February 14, 2001, as amended and
                  restated as of March 30, 2001, as heretofore amended (the
                  "Credit Agreement"), among ALAMOSA HOLDINGS, INC.
                  ("Superholdings"), ALAMOSA (DELAWARE), INC. ("Alamosa
                  Delaware"), ALAMOSA HOLDINGS, LLC (the "Borrower" and,
                  together with Superholdings and Alamosa Delaware, the "Alamosa
                  Parties"), the Lenders party thereto (the "Lenders"), EXPORT
                  DEVELOPMENT CORPORATION, as Co-Documentation Agent, FIRST
                  UNION NATIONAL BANK, as Documentation Agent, TORONTO DOMINION
                  (TEXAS), INC., as Syndication Agent, and CITICORP USA, INC.,
                  as Administrative Agent and Collateral Agent (the "Agent").

                  WHEREAS the Alamosa Parties have requested that certain
provisions of the Credit Agreement be amended and waived in the manner provided
for in this Amendment, and the Required Lenders are willing to agree to such
amendments and waiver on the terms and conditions hereinafter set forth;


                  NOW, THEREFORE, the parties hereto hereby agree as follows:

                  1. Defined Terms. Capitalized terms used and not defined
herein shall have the meanings given to them in the Credit Agreement, as amended
hereby.

                  2.  Amendments to Credit Agreement.
                      -------------------------------
(a) Section 1.01 of the Credit Agreement is hereby amended by (i) amending and
restating in its entirety each of the definitions set forth below:

                           "'Alamosa Delaware Indentures' means (i) the
                             ---------------------------
         12 7/8% Senior Discount Notes Indenture, (ii) the 12 1/2% Senior Notes
         Indenture and (iii) the New Senior Notes Indenture."

                           "'Revolving Commitment' means, with respect to each
         Lender, the commitment, if any, of such Lender to make Revolving Loans
         and to acquire participations in Letters of Credit, expressed as an
         amount representing the maximum aggregate amount of such Lender's
         Revolving Exposure hereunder, as such commitment may be (a) reduced
         from time to time pursuant to Section 2.07 and (b) reduced or increased
         from time to time pursuant to assignments by or to such Lender pursuant
         to Section 9.04. The initial amount of


<PAGE>



                                                                              2

         each Lender's Revolving Commitment is set forth on Schedule 2.01, or in
         the Assignment and Acceptance pursuant to which such Lender shall have
         assumed its Revolving Commitment, as applicable. The aggregate amount
         of the Lenders' Revolving Commitments is $25,000,000."

                           "'Term Commitment' means, with respect to each
         Lender, the commitment, if any, of such Lender to make a Term Loan
         hereunder, expressed as an amount representing the maximum principal
         amount of the Term Loan to be made by such Lender hereunder, as such
         commitment may be (a) reduced from time to time pursuant to Section
         2.07 and (b) reduced or increased from time to time pursuant to
         assignments by or to such Lender pursuant to Section 9.04. The initial
         amount of each Lender's Term Commitment is set forth on Schedule 2.01,
         or in the Assignment and Acceptance pursuant to which such Lender shall
         have assumed its Commitment, as applicable. The aggregate amount of the
         Lenders' Term Commitments is $200,000,000."

         (ii) adding the following new definitions in appropriate alphabetical
order:

                           "'New Senior Notes Indenture' means the indenture
         under which the Senior Notes are issued and all other instruments,
         agreements and other documents evidencing or governing the Senior Notes
         or providing for any Guarantee or other right in respect thereof."

                           "'Senior Notes' means the Senior Notes due 2011 of
         Alamosa Delaware issued in August 2001 in a single issuance and in an
         aggregate principal amount not in excess of $200,000,000."

                  (b) Section 6.01(a) of the Credit Agreement is hereby amended
by deleting the word "and" at the end of clause (xiii), replacing the period at
the end of clause (xiv) with "; and" and inserting a new clause (xv) as follows:

                  "(xv) the Senior Notes in an aggregate principal amount not in
         excess of $200,000,000 (and the related Guarantees) and extensions,
         renewals and replacements thereof that do not increase the outstanding
         principal amount thereof or result in an earlier maturity date or
         decreased weighted average life thereof; provided that the Senior Notes
         have a market rate of interest determined at the time of their pricing,
         the Senior Notes do not have any scheduled amortization prior to


<PAGE>



                                                                              3

         the date that is six months after the Term Maturity Date, and the terms
         and conditions of the Senior Notes and the New Senior Notes Indenture
         (including with respect to covenants and Guarantees) are otherwise
         substantially the same as those of the 12 1/2% Senior Notes and 12 1/2%
         Senior Notes Indenture (except with respect to the interest escrow
         account permitted under Section 6.02(a)(viii))."

                  (c) Section 6.02(a) of the Credit Agreement is hereby amended
by deleting the word "and" at the end of clause (vi), replacing the period at
the end of clause (vii) with "; and " and inserting a new clause (viii) as
follows:

                  "(viii) Liens on cash and cash equivalents in connection with
         an interest escrow account securing obligations in respect of the
         Senior Notes, provided that (A) such account is established at the time
         of issuance of the Senior Notes and (B) such Liens extend only to Net
         Proceeds of such issuance deposited in such account in an amount not
         exceeding the amount of the initial four semiannual interest payments
         on the Senior Notes, and to earnings thereon and proceeds thereof."

                  (d) Clause (iv) of Section 6.08(a) of the Credit Agreement is
hereby amended by inserting the words "the Senior Notes," immediately prior to
the words "the 12 7/8% Senior Discount Notes".

                  (e) Clause (v) of Section 6.08(b) of the Credit Agreement is
hereby amended and restated in its entirety as follows:

                  "(v) the exchange, in a registered public offering, for the 12
         1/2% Senior Notes or the Senior Notes, as the case may be, of senior
         notes of Alamosa Delaware in an equivalent principal amount having the
         same terms and conditions as the 12 1/2% Senior Notes or the Senior
         Notes, as applicable;".

                  (f) Section 6.10 of the Credit Agreement is hereby amended by
inserting the words "the New Senior Notes Indenture," immediately prior to the
words "the 12 7/8% Senior Discount Notes Indenture" in clause (ii)(B) of the
first proviso in such Section.

                  (g) Schedule 2.01 to the Credit Agreement is hereby replaced
by Schedule 2.01 attached hereto.

                  3.  Waiver.  Each of the undersigned Lenders
hereby expressly waives compliance by the Borrower with the


<PAGE>



                                                                             4

notice requirement set forth in Section 2.07(d) with respect to the Borrower's
voluntary reduction of the Revolving Commitments and the Term Commitments as set
forth herein.

                  4.  Consent. After giving effect to this Amendment, and the
prepayments of Term Loans and reductions in Commitments provided for herein, the
aggregate principal amounts of Roberts Term Loans, Southwest Term Loans and WOW
Term Loans shall be reduced to zero.

                  5.  Effect of Amendments and Waiver. Except as expressly set
forth herein, this Amendment shall not by implication or otherwise limit,
impair, constitute a waiver of, or otherwise affect the rights or remedies of
the Lenders, the Collateral Agent, the Syndication Agent, the Co-Documentation
Agent, the Documentation Agent or the Administrative Agent under the Credit
Agreement, as amended by this Amendment, or under any other Loan Document, and
shall not alter, modify, amend or in any way affect any of the terms,
conditions, obligations, covenants or agreements contained in the Credit
Agreement, as amended by this Amendment, or any other Loan Document, all of
which are ratified and affirmed in all respects and shall continue in full force
and effect. Nothing herein shall be deemed to entitle the Alamosa Parties to a
consent to, or a waiver, amendment, modification or other change of, any of the
terms, conditions, obligations, covenants or agreements contained in the Credit
Agreement, as amended by this Amendment, or any other Loan Document in similar
or different circumstances. This Amendment shall apply and be effective only
with respect to the provisions of the Credit Agreement expressly referred to
herein. After the date hereof, any reference to the Credit Agreement shall mean
the Credit Agreement as modified hereby. This Amendment shall constitute a "Loan
Document" for all purposes of the Credit Agreement and the other Loan Documents.

                  6.  Representations and Warranties.  Each of the
Alamosa Parties hereby represents and warrants to the Agent and the Lenders as
of the date hereof as follows:

                  (a) No Default or Event of Default has occurred and is
continuing.

                  (b) The execution, delivery and performance by the Alamosa
Parties of this Amendment have been duly authorized by all necessary corporate
and other action and do not and will not require any registration with, consent
or approval of, notice to or action by, any person (including any governmental
agency) in order to be effective and enforceable. The Credit Agreement as
amended by this

<PAGE>



                                                                             5

Amendment constitutes the legal, valid and binding obligation of each of the
Alamosa Parties, enforceable against it in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors' rights generally and subject to general principles of
equity, regardless of whether considered in a proceeding in equity or at law.

                  (c) All representations and warranties of the Alamosa Parties
contained in Article III of the Credit Agreement (other than representations or
warranties expressly made only on and as of the Restatement Effective Date) are
true and correct in all material respects as of the date hereof.

                  7.  Effectiveness.  This Amendment shall become
effective (the "Amendment Effective Date") only upon satisfaction of the
following conditions prior to 10:00 a.m., Eastern Standard Time, on August 20,
2001:
                  (i) the Agent shall have received counterparts hereof duly
         executed and delivered by the Alamosa Parties and the Required Lenders;

                   (ii) Alamosa Delaware shall have received gross cash proceeds
         from the issuance of the Senior Notes of at least $146,000,000 and
         shall have contributed to the Borrower the entire Net Proceeds thereof
         less an amount equal to the initial four semiannual interest payments
         on the Senior Notes, which amount shall have been placed in an interest
         reserve escrow account in connection with the issuance of, and to
         secure Alamosa Delaware's obligations under, the Senior Notes;

             (iii) the Borrower shall have prepaid Term Loans
         ratably in an aggregate principal amount of at least
         $64,400,000;

             (iv) to the extent Alamosa Delaware receives gross cash proceeds in
         excess of $150,000,000 from the issuance of Senior Notes, (A) the
         Borrower shall have applied the Net Proceeds in respect of such excess
         (less escrowed interest in respect of such excess as contemplated by
         clause (ii) above) to prepay Term Loans and permanently reduce Term
         Commitments ratably and in amounts determined by the Administrative
         Agent to be substantially proportionate to the Term Loans and Term
         Commitments existing immediately prior to the Amendment Effective Date;
         and (B) the Revolving Commitments shall be permanently reduced in an
         amount equal to any

<PAGE>



                                                                              6

         remaining Net Proceeds (less such escrowed interest) after application
         thereof pursuant to clause (A) less an amount equal to the reduction in
         Term Commitments required pursuant to clause (A); and

                  (v) the Agent shall have received evidence reasonably
         satisfactory to it that, as of the Amendment Effective Date, Total
         Borrower Capital is equal to at least $625,931,000 plus the amount
         contributed to the Borrower pursuant to clause (ii) above.

                  8.   Expenses.  The Alamosa Parties, jointly and
severally, agree to reimburse the Agent for its out-of-pocket expenses in
connection with this Amendment, including the reasonable fees, charges and
disbursements of Cravath, Swaine & Moore, counsel for the Agent.

                  9. GOVERNING LAW; COUNTERPARTS. (A) THIS AMENDMENT AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

                  (b) This Amendment may be executed in any number of
counterparts and by different parties hereto on separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all of
which together shall constitute a single instrument. Delivery of an executed
counterpart of a signature page of this Amendment by facsimile transmission
shall be as effective as delivery of a manually executed counterpart hereof.


<PAGE>



                                                                            7


                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective proper and duly
authorized officers as of the day and year first above written.


                                              ALAMOSA HOLDINGS, INC.,

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


                                              ALAMOSA (DELAWARE), INC.,

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


                                             ALAMOSA HOLDINGS, LLC,

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


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


                                             by
                                                  /s/ John P. Judge
                                                 ------------------------
                                                  Name: John P. Judge
                                                  Title: Vice President



<PAGE>



                                                                             8

                                                               SIGNATURE PAGE to
                                                    FOURTH AMENDMENT AND WAIVER,
                                                      dated as of August 6, 2001
                                                        to ALAMOSA HOLDINGS, LLC
                                           AMENDED AND RESTATED CREDIT AGREEMENT






                        To approve the Fourth Amendment and Waiver:


                        Name of Institution: Bank of Novia Scotia
                                            -----------------------------

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




<PAGE>



                                                                             9

                                                              SIGNATURE PAGE to
                                                   FOURTH AMENDMENT AND WAIVER,
                                                     dated as of August 6, 2001
                                                       to ALAMOSA HOLDINGS, LLC
                                          AMENDED AND RESTATED CREDIT AGREEMENT






                    To approve the Fourth Amendment and Waiver:


                    Name of Institution:  CoBank ACB
                                         --------------------------------

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




<PAGE>



                                                                            10

                                                             SIGNATURE PAGE to
                                                  FOURTH AMENDMENT AND WAIVER,
                                                    dated as of August 6, 2001
                                                      to ALAMOSA HOLDINGS, LLC
                                         AMENDED AND RESTATED CREDIT AGREEMENT




                  To approve the Fourth Amendment and Waiver:


                  Name of Institution: Export Development Corporation
                                      --------------------------------------

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


                                     by /s/ Vito Di Turi
                                        ------------------------------------
                                        Name: Vito Di Turi
                                        Title: Loan Asset Manager


<PAGE>



                                                                            11

                                                             SIGNATURE PAGE to
                                                  FOURTH AMENDMENT AND WAIVER,
                                                    dated as of August 6, 2001
                                                      to ALAMOSA HOLDINGS, LLC
                                         AMENDED AND RESTATED CREDIT AGREEMENT






                  To approve the Fourth Amendment and Waiver:


                  Name of Institution: First Union National Bank
                                       ---------------------------------

                                      by /s/ Stephen G. Locke
                                         ---------------------
                                         Name: Stephen G. Locke
                                         Title: Asst. Vice President




<PAGE>



                                                                            12

                                                             SIGNATURE PAGE to
                                                  FOURTH AMENDMENT AND WAIVER,
                                                    dated as of August 6, 2001
                                                      to ALAMOSA HOLDINGS, LLC
                                           AMENDED AND RESTATED CREDIT AGREEMENT





                      To approve the Fourth Amendment and Waiver:


                      Name of Institution: Fortis Capital Corp.
                                           --------------------------------

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

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



<PAGE>



                                                                           13

                                                              SIGNATURE PAGE to
                                                   FOURTH AMENDMENT AND WAIVER,
                                                     dated as of August 6, 2001
                                                       to ALAMOSA HOLDINGS, LLC
                                        AMENDED AND RESTATED CREDIT AGREEMENT






             To approve the Fourth Amendment and Waiver:


             Name of Institution: IBM Credit Corporation
                                 -------------------------------------------

                                by /s/ Salvatore F. Grosso
                                  ------------------------------------------
                                  Name: Salvatore F. Grosso
                                  Title: Manager, Commercial
                                         Financing Americas




<PAGE>



                                                                             14

                                                             SIGNATURE PAGE to
                                                  FOURTH AMENDMENT AND WAIVER,
                                                    dated as of August 6, 2001
                                                      to ALAMOSA HOLDINGS, LLC
                                         AMENDED AND RESTATED CREDIT AGREEMENT






                 To approve the Fourth Amendment and Waiver:


                 Name of Institution:  Societe Generale
                                      ---------------------------------

                                   by /s/ Mark Vigil
                                      ---------------------------------
                                      Name: Mark Vigil
                                      Title: Director




<PAGE>



                                                                           15

                                                             SIGNATURE PAGE to
                                                  FOURTH AMENDMENT AND WAIVER,
                                                    dated as of August 6, 2001
                                                      to ALAMOSA HOLDINGS, LLC
                                         AMENDED AND RESTATED CREDIT AGREEMENT






                   To approve the Fourth Amendment and Waiver:


                   Name of Institution: Toronto Dominion (Texas), Inc.
                                       ----------------------------------

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




<PAGE>



                                                                           16

                                                             SIGNATURE PAGE to
                                                  FOURTH AMENDMENT AND WAIVER,
                                                    dated as of August 6, 2001
                                                      to ALAMOSA HOLDINGS, LLC
                                         AMENDED AND RESTATED CREDIT AGREEMENT






                    To approve the Fourth Amendment and Waiver:

                                         Westdeutsche Landesbank
                    Name of Institution: Girozentrale, New York Branch
                                        ----------------------------------

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

                                      by /s/ David Yu
                                        ----------------------------------
                                        Name: David Yu
                                        Title: Associate Director



<PAGE>


                                                                            17


                                                                 SCHEDULE 2.01




ALAMOSA HOLDINGS, LLC
$225,000,000 SENIOR SECURED CREDIT FACILITIES

<TABLE>
<CAPTION>


                          LENDER                               REVOLVING CREDIT             TERM LOAN
                          ------                               ----------------             ---------
<S>                                                                <C>                      <C>
Citicorp USA, Inc.                                                   $2,861,201.32            $19,077,458.03
Toronto Dominion (Texas), Inc.                                       $3,064,123.37            $22,442,633.44
Export Development Corporation                                       $2,840,909.09            $20,807,739.61
First Union National Bank                                            $2,435,064.93            $17,835,205.38
The Bank of Nova Scotia                                              $2,435,064.93            $17,835,205.38
Fortis Capital Corp.                                                 $2,435,064.93            $17,835,205.38
CoBank, ACB                                                          $2,029,220.78            $14,862,671.15
General Electric Capital Corporation                                 $2,029,220.78            $14,862,671.15
Societe Generale                                                     $2,029,220.78            $14,862,671.15
Westdeutsche Landesbank Girozentrale, New York                       $2,029,220.78            $14,862,671.15
Branch
Franklin Floating Rate Trust*                                                    -            $13,513,513.51
IBM Credit Corporation                                                 $811,688.31             $5,945,068.46
Oppenheimer Senior Floating Rate Fund*                                           -             $3,568,097.02
Franklin Floating Rate Master Series*                                            -             $1,689,189.19
- ----------------------------------------------------------- ----------------------  ------------------------
TOTAL COMMITMENTS                                                   $25,000,000.00           $200,000,000.00

*Fully Funded

</TABLE>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.56
<SEQUENCE>7
<FILENAME>file006.txt
<DESCRIPTION>FIFTH AMENDMENT AND CONSENT
<TEXT>
<PAGE>

                                                                   Exhibit 10.56


                                                                  EXECUTION COPY


                           FIFTH AMENDMENT AND CONSENT as of August 7, 2001
                  (this "Amendment"), to the Amended and Restated Credit
                  Agreement, dated as of February 14, 2001, as amended and
                  restated as of March 30, 2001, as heretofore amended (the
                  "Credit Agreement"), among ALAMOSA HOLDINGS, INC.
                  ("Superholdings"), ALAMOSA (DELAWARE), INC. ("Alamosa
                  Delaware"), ALAMOSA HOLDINGS, LLC (the "Borrower" and,
                  together with Superholdings and Alamosa Delaware, the "Alamosa
                  Parties"), the Lenders party thereto (the "Lenders"), EXPORT
                  DEVELOPMENT CORPORATION, as Co-Documentation Agent, FIRST
                  UNION NATIONAL BANK, as Documentation Agent, TORONTO DOMINION
                  (TEXAS), INC., as Syndication Agent, and CITICORP USA, INC.,
                  as Administrative Agent and Collateral Agent (the "Agent").

                  WHEREAS the Alamosa Parties have requested that certain
provisions of the Credit Agreement be amended and that the revised business
plans of Alamosa Delaware and the Borrower be approved, in the manner provided
for in this Amendment, and the Required Lenders are willing to agree to such
amendments and consent to the form and substance of such revised business plans
on the terms and conditions hereinafter set forth.

                  NOW, THEREFORE, the parties hereto hereby agree as follows:

                  1. Defined Terms. Capitalized terms used and not defined
herein shall have the meanings given to them in the Credit Agreement, as amended
hereby.

                  2. Amendments to Credit Agreement. (a) Section 1.01 of the
Credit Agreement is hereby amended by adding the following new definition in
appropriate alphabetical order:

                           "'Revised Business Plan' means the 10-year business
         plans of each of Alamosa Delaware and the Borrower dated August 6,
         2001, delivered to the Lenders pursuant to Section 5.16."

                  (b) Section 6.12 of the Credit Agreement is hereby amended and
restated in its entirety as follows:

                  "SECTION 6.12.  Certain Financial Covenants.

                  (a) Subscribers. Alamosa Delaware will not permit the number
of Subscribers on any date set forth below


<PAGE>

                                                                               2


to be less than the number of Subscribers set forth opposite such date:

                Date                               Minimum Subscribers
                ----                               -------------------
         March 31, 2001                                 163,150
         June 30, 2001                                  261,700
         September 30, 2001                             342,200
         December 31, 2001                              427,400
         March 31, 2002                                 482,500
         June 30, 2002                                  536,000
         September 30, 2002                             596,200
         December 31, 2002                              687,900

                  (b) Covered Pops. Alamosa Delaware will not permit the number
of Covered Pops in the Service Regions on any date set forth below to be less
than the Covered Pops set forth opposite such date:

                        Date                        Minimum Covered Pops
                        ----                        --------------------
         March 31, 2001                                  6,800,000
         June 30, 2001                                   9,400,000
         September 30, 2001                              9,700,000
         December 31, 2001                               9,800,000
         March 31, 2002                                  9,900,000
         June 30, 2002                                   9,900,000
         September 30, 2002                              9,900,000
         December 31, 2002                               9,900,000

                  (c) Aggregate Service Revenue. Alamosa Delaware will not
permit Aggregate Service Revenue for any fiscal quarter ending on any date set
forth below to be less than the Aggregate Service Revenue set forth opposite
such date:

                                                     Minimum Aggregate Service
                        Date                                  Revenue
                        ----                                  -------
         March 31, 2001                                     $30,190,000
         June 30, 2001                                      $48,000,000
         September 30, 2001                                 $70,977,000
         December 31, 2001                                  $80,428,000
         March 31, 2002                                     $83,750,000
         June 30, 2002                                      $93,363,000
         September 30, 2002                                 $103,355,000
         December 31, 2002                                  $115,224,000



<PAGE>

                                                                               3

                  (d) Consolidated EBITDA. (i) Alamosa Delaware will not permit
Consolidated EBITDA losses for any fiscal quarter ending on or before June 30,
2002 to be greater than the number set forth opposite such quarter:

                                                                     Revised
                                        Maximum EBITDA            Business Plan
          Period                            Losses                  Forecast
          ------                        --------------            -------------
January 1, 2001 through
  March 31, 2001                            $16,674,000                N/A
April 1, 2001 through
  June 30, 2001                             $14,895,000                N/A
July 1, 2001 through
  September 30, 2001                        $15,608,000            ($12,108,000)
October 1, 2001 through
  December 31, 2001                         $21,519,000            ($18,019,000)
January 1, 2002 through                      $6,938,000
  March 31, 2002                                                    ($3,438,000)
April 1, 2002 through                        $1,771,000              $1,729,000
  June 30, 2002

; provided, however, that commencing with the fiscal quarter ending December 31,
2001, the Maximum EBITDA Losses amount set forth opposite any given fiscal
quarter above shall be increased by an amount (to the extent such amount is
greater than zero) equal to the sum of (i) an amount equal to $3,500,000 less
the amount, if any, by which the actual Consolidated EBITDA losses of Alamosa
Delaware for the immediately preceding fiscal quarter exceed those forecast for
such immediately preceding quarter in the Revised Business Plan plus (ii) an
amount (if positive) equal to $3,500,000 less the amount, if any, by which the
actual Consolidated EBITDA losses of Alamosa Delaware for the fiscal quarter two
quarters prior to the current fiscal quarter exceed those forecast for such
previous fiscal quarter in the Revised Business Plan; provided, further,
however, that the maximum amount by which the Maximum EBITDA Losses amount may
be increased in any fiscal quarter shall not exceed $3,500,000.

<PAGE>

                                                                               4


(ii) Alamosa Delaware will not permit Consolidated EBITDA for any fiscal quarter
ending on or after September 30, 2002 to be less than the Minimum EBITDA number
set forth opposite such period:

                                                                      Revised
                                                                   Business Plan
        Period                         Minimum EBITDA                Forecast
        ------                         --------------              -------------
July 1, 2002 through
  September 30, 2002                     $1,976,000                 $5,476,000
October 1, 2002 through                  $3,890,000                 $7,390,000
  December 31, 2002

; provided, however, that the amount set forth opposite any given fiscal quarter
above shall be decreased by an amount (to the extent such amount is greater than
zero) equal to the sum of (i) an amount equal to $3,500,000 less the amount, if
any, by which the Consolidated EBITDA of Alamosa Delaware forecast in the
Revised Business Plan for the immediately preceding fiscal quarter exceeds the
actual Consolidated EBITDA of Alamosa Delaware for such immediately preceding
quarter plus (ii) an amount (if positive) equal to $3,500,000 less the amount,
if any, by which the Consolidated EBITDA of Alamosa Delaware forecast in the
Revised Business Plan for the fiscal quarter two quarters prior to the current
fiscal quarter exceeds the actual Consolidated EBITDA of Alamosa Delaware for
such previous fiscal quarter (or, in the case of the fiscal quarter ending June
30, 2002, the amount, if any, by which the actual Consolidated EBITDA losses of
Alamosa Delaware for such quarter exceed those forecast for such quarter in the
Revised Business Plan); provided, further, however, that the maximum amount by
which the Minimum EBITDA amount may be decreased in any fiscal quarter shall not
exceed $3,500,000.

                  (e) Senior Borrower Debt to Total Borrower Capital. The
Borrower will not permit the ratio of Senior Borrower Debt to Total Borrower
Capital as of the last day of any fiscal quarter ending (i) on or prior to June
30, 2001 to exceed 0.35 to 1.00 and (ii) after June 30, 2001 and on or prior to
December 31, 2002 to exceed 0.25 to 1.00.

<PAGE>

                                                                               5


                  (f) Total Indebtedness to Total Capital. Alamosa Delaware will
not permit the ratio of Total Indebtedness to Total Capital as of the last day
of any fiscal quarter ending on or prior to December 31, 2002 to exceed 0.77 to
1.00.

                  (g) Capital Expenditures. Alamosa Delaware will not permit the
aggregate cumulative amount of Capital Expenditures of Alamosa Delaware and its
Restricted Subsidiaries (excluding Capital Expenditures paid with Net Proceeds
in respect of Prepayment Events described in clause (a) or (b) of the definition
thereof) in respect of the period from January 1, 2001 through any date set
forth below to exceed the amount set forth opposite such date:

       Period                                                      Amount
       ------                                                      ------
September 30, 2001                                               $141,117,000
December 31, 2001                                                $156,149,000
March 31, 2002                                                   $190,349,000
June 30, 2002                                                    $222,601,000
September 30, 2002                                               $227,937,000
December 31, 2002                                                $233,322,000


                  (h) Minimum Cash Balance. The Borrower shall maintain at all
times on or prior to December 31, 2002, at least $10,000,000 in cash or
Permitted Investments not subject to any Lien other than the Liens created under
the Loan Documents.

                  (i) Senior Leverage Ratio. Alamosa Delaware will not permit
the Senior Leverage Ratio as of any date during the period set forth below to
exceed the ratio set forth opposite such period:

           Period                                                  Ratio
           ------                                                  -----
January 1, 2003 through
  March 31, 2003                                               4.50 to 1.00
April 1, 2003 through
  June 30, 2003                                                2.75 to 1.00
July 1, 2003 through
  December 31, 2003                                            2.50 to 1.00
January 1, 2004 and
  thereafter                                                   2.00 to 1.00

<PAGE>

                                                                               6


                  (j) Leverage Ratio. Alamosa Delaware will not permit the
Leverage Ratio as of any date during any period set forth below to exceed the
ratio set forth opposite such period:

       Period                                                  Ratio
       ------                                                  -----
January 1, 2003 through                                    16.75 to 1.00
  March 31, 2003
April 1, 2003 through                                       9.75 to 1.00
  June 30, 2003
July 1, 2003 through                                        8.25 to 1.00
  September 30, 2003
October 1, 2003 through                                     7.75 to 1.00
  December 31, 2003
January 1, 2004 through                                     6.50 to 1.00
  March 31, 2004
April 1, 2004 through                                       5.00 to 1.00
  December 31, 2004
January 1, 2005 and                                         4.00 to 1.00
  thereafter

                  (k) Fixed Charges Ratio. Alamosa Delaware will not permit the
ratio of (i) Annualized EBITDA to (ii) Consolidated Fixed Charges for any period
of four consecutive fiscal quarters ending on or after June 30, 2003 to be less
than 1.25 to 1.00.

                  (l) Interest Expense Coverage Ratio. Alamosa Delaware will not
permit the ratio of (a) Annualized EBITDA to (b) Consolidated Cash Interest
Expense for any period of four consecutive fiscal quarters ending on any date
during any period set forth below, to be less than the ratio set forth below
opposite such period:

         Period                                                Ratio
         ------                                                -----
January 1, 2003 through                                     2.25 to 1.00
  March 31, 2004
April 1, 2004 through                                       2.50 to 1.00
  December 31, 2006
January 1, 2007 and                                         3.00 to 1.00
  thereafter

                  (m) Pro Forma Debt Service. Alamosa Delaware will not permit
the ratio of (i) Annualized EBITDA for any fiscal quarter ending on any date
during any period set forth below to (ii) Pro Forma Debt Service as of the last
day of such fiscal quarter to be less than the ratio set forth below opposite
such period:

<PAGE>

                                                                               7


        Period                                               Ratio
        ------                                               -----
April 1, 2003 through                                     1.10 to 1.00
  June 30, 2003
July 1, 2003 through                                      1.25 to 1.00
  March 31, 2005
April 1, 2005 and                                        1.50 to 1.00"
  thereafter

                  3. Consent. Each of the undersigned Lenders hereby expressly
consents to the form and substance of the Revised Business Plan delivered
pursuant to Section 5.16, acknowledges that the Revised Business Plan is
satisfactory to it and agrees that delivery of the Revised Business Plan
satisfies the requirements of Section 5.16.

                  4. Effect of Amendments and Consent. Except as expressly set
forth herein, this Amendment shall not by implication or otherwise limit,
impair, constitute a waiver of, or otherwise affect the rights or remedies of
the Lenders, the Collateral Agent, the Syndication Agent, the Co-Documentation
Agent, the Documentation Agent or the Administrative Agent under the Credit
Agreement, as amended by this Amendment, or any other Loan Document, and shall
not alter, modify, amend or in any way affect any of the terms, conditions,
obligations, covenants or agreements contained in the Credit Agreement, as
amended by this Amendment, or any other Loan Document, all of which are ratified
and affirmed in all respects and shall continue in full force and effect.
Nothing herein shall be deemed to entitle the Alamosa Parties to a consent to,
or a waiver, amendment, modification or other change of, any of the terms,
conditions, obligations, covenants or agreements contained in the Credit
Agreement, as amended by this Amendment, or any other Loan Document in similar
or different circumstances. This Amendment shall apply and be effective only
with respect to the provisions of the Credit Agreement set forth herein. After
the date hereof, any reference to the Credit Agreement shall mean the Credit
Agreement as modified hereby. This Amendment shall constitute a "Loan Document"
for all purposes of the Credit Agreement and the other Loan Documents. Each of
the Additional Security Agreements (as defined below) shall constitute a
"Security Document" for all purposes of the Credit Agreement and the other Loan
Documents.

                  5. Representations and Warranties. Each of the Alamosa Parties
hereby represents and warrants to the Agent and the Lenders as of the date
hereof as follows:

<PAGE>

                                                                               8


                  (a) No Default or Event of Default has occurred and is
continuing.

                  (b) The execution, delivery and performance by the Alamosa
Parties of this Amendment have been duly authorized by all necessary corporate
and other action and do not and will not require any registration with, consent
or approval of, notice to or action by, any person (including any governmental
agency) in order to be effective and enforceable. The Credit Agreement as
amended by this Amendment constitutes the legal, valid and binding obligation of
each of the Alamosa Parties, enforceable against it in accordance with its
terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium
or other laws affecting creditors' rights generally and subject to general
principles of equity, regardless of whether considered in a proceeding in equity
or at law.

                  (c) All representations and warranties of the Alamosa Parties
contained in Article III of the Credit Agreement (other than representations or
warranties expressly made only on and as of the Restatement Effective Date) are
true and correct in all material respects as of the date hereof.

                  6. Effectiveness. This Amendment shall become effective (the
"Amendment Effective Date") only upon satisfaction of the following conditions
prior to 10:00 a.m., New York time, on August 20, 2001:

                  (i) the Agent shall have received counterparts hereof duly
         executed and delivered by the Alamosa Parties and the Required Lenders;

                  (ii) the Borrower shall have paid an amendment fee to each
         Lender that has delivered an executed counterpart of this Amendment to
         the Agent by the Amendment Effective Date, equal to .125% of the
         aggregate amount (existing immediately prior to the effectiveness of
         the Fourth Amendment and Waiver dated as of August 6, 2001 to the
         Credit Agreement (the "Fourth Amendment")) of such Lender's Term Loans,
         Revolving Exposure and unutilized Commitments (such payment to be made
         by wire transfer of immediately available funds to the Agent for the
         respective accounts of such Lenders); and

                  (iii) the Fourth Amendment shall have become effective in
         accordance with its terms.

<PAGE>

                                                                               9


                  7. Expenses. The Alamosa Parties, jointly and severally, agree
to reimburse the Agent for its out-of-pocket expenses in connection with this
Amendment, including the reasonable fees, charges and disbursements of Cravath,
Swaine & Moore, counsel for the Agent.

                  8. GOVERNING LAW; COUNTERPARTS. (A) THIS AMENDMENT AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

                  (b) This Amendment may be executed in any number of
counterparts and by different parties hereto on separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all of
which together shall constitute a single instrument. Delivery of an executed
counterpart of a signature page of this Amendment by facsimile transmission
shall be as effective as delivery of a manually executed counterpart hereof.

<PAGE>

                                                                              10


                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective proper and duly
authorized officers as of the day and year first above written.


                                            ALAMOSA HOLDINGS, INC.,

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


                                            ALAMOSA (DELAWARE), INC.,

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


                                            ALAMOSA HOLDINGS, LLC,

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


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


                                                by  /s/ John P. Judge
                                                    ----------------------------
                                                    Name: John P. Judge
                                                    Title: Vice President


<PAGE>

                                                               SIGNATURE PAGE to
                                                    FIFTH AMENDMENT AND CONSENT,
                                                      dated as of August 7, 2001
                                                        to ALAMOSA HOLDINGS, LLC
                                           AMENDED AND RESTATED CREDIT AGREEMENT






                              To approve the Fifth Amendment and Consent:


                              Name of Institution: Bank of Nova Scotia

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

<PAGE>

                                                               SIGNATURE PAGE to
                                                    FIFTH AMENDMENT AND CONSENT,
                                                      dated as of August 7, 2001
                                                        to ALAMOSA HOLDINGS, LLC
                                           AMENDED AND RESTATED CREDIT AGREEMENT






                      To approve the Fifth Amendment and Consent:


                      Name of Institution: CoBank ACB
                                           -----------------------------------

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

<PAGE>

                                                               SIGNATURE PAGE to
                                                    FIFTH AMENDMENT AND CONSENT,
                                                      dated as of August 7, 2001
                                                        to ALAMOSA HOLDINGS, LLC
                                           AMENDED AND RESTATED CREDIT AGREEMENT






                      To approve the Fifth Amendment and Consent:


                      Name of Institution: Export Development Corporation
                                           -----------------------------------

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

                                        by /s/ Vito Di Turi
                                           -----------------------------------
                                           Name: Vito Di Turi
                                           Title: Loan Asset Manager






<PAGE>


                                                               SIGNATURE PAGE to
                                                    FIFTH AMENDMENT AND CONSENT,
                                                      dated as of August 7, 2001
                                                        to ALAMOSA HOLDINGS, LLC
                                           AMENDED AND RESTATED CREDIT AGREEMENT






                      To approve the Fifth Amendment and Consent:


                      Name of Institution: First Union National Bank
                                           -----------------------------------

                                        by /s/ Stephen G. Locke
                                           -----------------------------------
                                           Name: Stephen G. Locke
                                           Title: Asst. Vice President






<PAGE>

                                                               SIGNATURE PAGE to
                                                    FIFTH AMENDMENT AND CONSENT,
                                                      dated as of August 7, 2001
                                                        to ALAMOSA HOLDINGS, LLC
                                           AMENDED AND RESTATED CREDIT AGREEMENT






                      To approve the Fifth Amendment and Consent:


                      Name of Institution: Fortis Capital Corp
                                           -----------------------------------

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

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


<PAGE>

                                                               SIGNATURE PAGE to
                                                    FIFTH AMENDMENT AND CONSENT,
                                                      dated as of August 7, 2001
                                                        to ALAMOSA HOLDINGS, LLC
                                           AMENDED AND RESTATED CREDIT AGREEMENT






                      To approve the Fifth Amendment and Consent:


                      Name of Institution: IBM Credit Corporation
                                           -----------------------------------

                                        by /s/ Salvatore F. Grosso
                                           -----------------------------------
                                           Name: Salvatore F. Grosso
                                           Title:Manager, Commercial Financing
                                                 Americas

<PAGE>

                                                               SIGNATURE PAGE to
                                                    FIFTH AMENDMENT AND CONSENT,
                                                      dated as of August 7, 2001
                                                        to ALAMOSA HOLDINGS, LLC
                                           AMENDED AND RESTATED CREDIT AGREEMENT




                      To approve the Fifth Amendment and Consent:


                      Name of Institution: Societe Generale
                                           -----------------------------------

                                        by /s/ Mark Vigil
                                           -----------------------------------
                                           Name: Mark Vigil
                                           Title: Director


<PAGE>

                                                               SIGNATURE PAGE to
                                                    FIFTH AMENDMENT AND CONSENT,
                                                      dated as of August 7, 2001
                                                        to ALAMOSA HOLDINGS, LLC
                                           AMENDED AND RESTATED CREDIT AGREEMENT






                      To approve the Fifth Amendment and Consent:


                      Name of Institution: Toronto Dominion (Texas), Inc.
                                           -----------------------------------

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

<PAGE>

                                                               SIGNATURE PAGE to
                                                    FIFTH AMENDMENT AND CONSENT,
                                                      dated as of August 7, 2001
                                                        to ALAMOSA HOLDINGS, LLC
                                           AMENDED AND RESTATED CREDIT AGREEMENT






                      To approve the Fifth Amendment and Consent:


                      Name of Institution: Westdeutsche Landesbank
                                           -----------------------------------
                                           Girozentrale, New York Branch
                                           -----------------------------------

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

                                        by /s/ David Yu
                                           -----------------------------------
                                           Name: David Yu
                                           Title: Associate Director



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.57
<SEQUENCE>8
<FILENAME>file007.txt
<DESCRIPTION>SECURITY AGREEMENT
<TEXT>
<PAGE>


                                                                  Exhibit 10.57

                                                                  Execution Copy


                               SECURITY AGREEMENT


                  This security agreement (this "Agreement"), dated as of August
15, 2001, among Alamosa (Delaware), Inc., a Delaware corporation (the
"Company"), Wells Fargo Bank Minnesota, N.A., as security agent (in such
capacity the "Security Agent"), Wells Fargo Bank Minnesota, N.A., as collateral
agent (in such capacity, the "Collateral Agent")for Wells Fargo Bank Minnesota,
N.A., as trustee (in such capacity, the "August 2001 Trustee") under the August
2001 Indenture (as defined herein), for Wells Fargo Bank Minnesota, N.A., as
trustee (in such capacity, the "2001 Trustee") under the January 2001 Indenture
(as defined herein) and for Wells Fargo Bank Minnesota, N.A., as trustee (in
such capacity, the "2000 Trustee", and together with the August 2001 Trustee and
the January 2001 Trustee, the "Trustees") under the 2000 Indenture (as defined
herein), the August 2001 Trustee (as to paragraph 6(b)) the January 2001 Trustee
(as to paragraph 6(b)) and the 2000 Trustee (as to paragraph 6(b)).


                                    RECITALS

                  A. Pursuant to an Indenture dated as of January 31, 2001 (the
"January 2001 Indenture") among the Company, certain subsidiaries of the Company
(the "Subsidiary Guarantors") and the January 2001 Trustee, the Company issued
$250,000,000 aggregate principal amount of its 12 1/2% Senior Notes due 2011,
including any notes issued in exchange therefor in connection with one or more
registration statements (the "January 2001 Notes").

                  B. Pursuant to an Indenture dated as of August 15, 2001 (the
"August 2001 Indenture") among the Company, certain subsidiaries of the Company
(the "Subsidiary Guarantors") and the August 2001 Trustee, the Company is
issuing $150,000,000 aggregate principal amount of its 13 5/8% Senior Notes due
2011, including any notes issued in exchange therefor in connection with one or
more registration statements (the "August 2001 Notes").

                  C. Pursuant to an Indenture dated as of February 8, 2000 (the
"2000 Indenture", and together with the August 2001 Indenture and the January
2001 Indenture, the "Indentures") among the Company, certain subsidiaries of the
Company and the 2000 Trustee, the Company issued $350,000,000 aggregate
principal amount at maturity of its 12 7/8% Senior Discount Notes due 2010 (the
"2000 Notes", and together with the January 2001 Notes and the August 2001
Notes, the "Notes").

                  D. As security for its obligations under the Notes and the
Indentures, the Company hereby grants to the Collateral Agent, for the equal and
ratable benefit of the 2000 Trustee, the


<PAGE>


                                       2

January 2001 Trustee and the August 2001 Trustee and the holders of the 2000
Notes, the January 2001 Notes and the August 2001 Notes, a security interest,
subject to and pending disbursement pursuant to this Agreement, in the Security
Account (as defined herein).

                  E. The parties have entered into this Agreement in order to
set forth the conditions upon which, and the manner in which, funds will be
disbursed from the Security Account and released from the security interest and
lien described above.



                  NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows;

         1. Defined Terms. Capitalized terms used and not defined herein shall
have the meanings assigned to such terms in either of the Indentures. In
addition to any other defined terms used herein, the following terms shall
constitute defined terms for purposes of this Agreement and shall have the
meanings set forth below:

                  "Applied" means that disbursed funds have been applied (i) to
the scheduled payment of interest on the Notes, (ii) to the release to the
Company in accordance with Section 3(c) hereof; or (iii) to any combination of
the foregoing.

                  "Available Funds" means (A) the sum of (i) the Initial Escrow
Amount and (ii) dividends and other earnings paid on the funds in the Security
Account (including holdings of U.S. Government Obligations), less (B) the
aggregate disbursements previously made pursuant to this Agreement.

                  "Business Day" shall have the meaning given such term in the
Indentures.

                  "Collateral" shall have the meaning given in Section 6(a)
hereof.

                  "Eligible Institution" means a commercial banking institution
that has combined capital and surplus of not less than $500 million or its
equivalent in foreign currency, whose debt is rated "A" (or higher) according to
Standard & Poor's Ratings Services ("S&P") or Moody's Investors Service, Inc.
("Moody's") at the time as of which any investment or rollover therein is made.


<PAGE>


                                       3

                  "Interest Payment Date", with respect to any Notes, means the
Interest Payment Date for such Notes as set forth in the applicable Indenture.

                  "Initial Escrow Amount" shall mean $39,200,000 of the proceeds
from the offering of the August 2001 Notes.

                  "January Security Agreement" shall mean the security
agreement, dated as of January 31, 2001, among Alamosa (Delaware), Inc., a
Delaware corporation, Wells Fargo Bank Minnesota, N.A., as security agent, Wells
Fargo Bank Minnesota, N.A., as collateral agent for Wells Fargo Bank Minnesota,
as trustee under the Indenture dated as of January 31, 2001 between Alamosa
(Delaware), Inc. and Wells Fargo Bank Minnesota, N.A., as trustee, the 2001
Trustee (as to paragraph 6(b)) and the 2000 Trustee (as to paragraph 6(b)).

                  "Collateral Agent Payment Notice and Disbursement Request"
means a notice sent by the Collateral Agent on behalf of any of the August 2001
Trustee, the January 2001 Trustee or the 2000 Trustee to the Security Agent
notifying the Security Agent of an upcoming Interest Payment Date in respect of
the 2000 Notes, the January 2001 Notes or the August 2001 Notes and requesting a
disbursement, in substantially the form of Exhibit B hereto. Each Collateral
Agent Payment Notice and Disbursement Request shall be signed by an officer of
the Collateral Agent designated in a certificate of the Collateral Agent setting
forth specimen signatures of authorized officers delivered to the Security
Agent.

                  "Trustee Notice and Disbursement Request" means a notice sent
by the August 2001 Trustee, the January 2001 Trustee or the 2000 Trustee to the
Collateral Agent notifying the Collateral Agent of an upcoming Interest Payment
Date in respect of the 2000 Notes the January 2001 Notes or the August 2001
Notes and requesting a disbursement, in substantially the form of Exhibit A
hereto. Each Trustee Payment Notice and Disbursement Request shall be signed by
an officer of any of the August 2001 Trustee, the January 2001 Trustee or the
2000 Trustee designated in a certificate of the August 2001 Trustee, the January
2001 Trustee or the 2000 Trustee setting forth specimen signatures of authorized
officers delivered to the Collateral Agent.

                  "Security Account" shall mean the Security Account No.
11455501 established by the Security Agent at Wells Fargo Bank Minnesota, N.A.,
Sixth & Marquette, MAC N9303-110, Minneapolis, MN 55479, ABA# 091000019 in the
name "Alamosa (Delaware), Inc." and pursuant to Section 2(a) hereof.

                  "Security Account Statement" shall have the meaning given in
Section 2(f) hereof.


<PAGE>


                                       -4-

                  "Withdrawal Certificate" means a certificate of the January
2001 Trustee to the Collateral Agent notifying the Collateral Agent that upon
the occurrence of a scheduled Interest Payment Date with respect to the January
2001 Notes, the January 2001 Trustee had applied to withdraw funds from the
January Security Account to make such payment and (ii) that there had been a
shortfall in the amount contained in such account. Any Withdrawal Certificate
shall be substantially in the form of Exhibit C to the Security Agreement and
shall be signed by an officer of the January 2001 Trustee designated in a
certificate of the January 2001 Trustee setting forth specimen signatures of
authorized officers delivered to the Collateral agent.

         2.       Security Account; Security Agent.

                  (a) Appointment of Security Agent; Establishment of Security
Account. The Company and the Collateral Agent on behalf of the August 2001
Trustee, the January 2001 Trustee and the 2000 Trustee hereby appoint the
Security Agent, and the Security Agent hereby accepts appointment, as Security
Agent, under the terms and conditions of this Agreement.

                  Concurrently with the execution and delivery hereof, the
Security Agent shall establish the Security Account at its office located at
Minneapolis, Minnesota. Subject to Section 3, Section 5 and the other terms and
conditions of this Agreement, all funds accepted by the Security Agent pursuant
to this Agreement shall be held in the Security Account, and all amounts from
time to time in the Security Account shall be held for the equal and ratable
benefit of the holders of the Notes. For all purposes under this Agreement, when
making ratability calculations concerning the distribution of funds between
holders of the August 2001, Notes, the January 2001 Notes and holders of the
2000 Notes, such calculations shall be made by taking the Accreted Value of the
2000 Notes outstanding at such time as the amount of the 2000 Notes outstanding
and by taking the principal amount of each of the January 2001 Notes and the
August 2001 Notes, respectively, outstanding at such time, plus all accrued but
unpaid interest thereon, as the amount of the January 2001 Notes and the August
2001 Notes outstanding, respectively. All such funds shall be held in the
Security Account until disbursed in accordance with the terms hereof. The
Security Account shall be under the sole dominion and control of the Security
Agent for the equal and ratable benefit of the holders of the Notes.
Concurrently with the execution and delivery hereof, the Company shall deliver
the Initial Escrow Amount to the Security Agent for credit to the Security
Account against the Security Agent's written acknowledgment and receipt of the
Initial Escrow Amount.

                  (b) Security Agent Compensation.  The Company shall
pay to the Security Agent such compensation for services to be


<PAGE>


                                       -5-

performed by it under this Agreement as are set forth in Exhibit D to this
Agreement.

                  The Company shall reimburse the Security Agent upon request
for all reasonable expenses, disbursements, and advances incurred or made by the
Security Agent in implementing any of the provisions of this Agreement,
including reasonable compensation, expenses and disbursements of its counsel
(such compensation, expenses and disbursements of counsel not to exceed $15,000
in the aggregate), except any such expense, disbursement, or advance as may
arise from its gross negligence or wilful misconduct.

                  (c)      Investment of Funds in Security Account.  Funds
credited to the Security Account shall be invested and reinvested upon the
following terms and conditions:

                  (i) Acceptable Investments. All funds credited to the Security
         Account shall be initially invested by the Security Agent in U.S.
         Government Obligations in accordance with the Company's written
         instructions to the Security Agent. Thereafter, the Security Agent
         shall invest all funds (including proceeds of any such investments at
         maturity and dividends paid and other earnings on any such investments)
         in the Security Account in cash items or U.S. Government Obligations
         designated by the Company in writing from time to time. All U.S.
         Government Obligations in respect of the Security Account shall be
         assigned and credited to and held in the possession of or, in the case
         of U.S. Government Obligations in respect of the Security Account
         maintained in book entry form with the Federal Reserve Bank,
         transferred to a book entry account in the name of, the Security Agent
         in respect of the Security Account, for the equal and ratable benefit
         of the holders of the Notes (subject to Section 3 and Section 5), with
         such guarantees as are customary, except that U.S. Government
         Obligations in respect of the Security Account maintained in book entry
         form with the Federal Reserve Bank shall be transferred to a book entry
         account in the name of the Security Agent at the Federal Reserve Bank
         that includes only U.S. Government Obligations held by the Security
         Agent for its customers and segregated by separate recordation in
         respect of the Security Account in the books and records of the
         Security Agent, subject to the provisions of Section 5 hereof. The
         Security Agent shall credit all such investments to the Security
         Account.

                 (ii) Security Interest in Investments. No investment of funds
         in the Security Account shall be made unless the Company has certified
         to the Security Agent and the Collateral Agent acting for the equal and
         ratable benefit of the 2000 Trustee and the holders of the 2000 Notes,
         the


<PAGE>


                                       -6-

         January 2001 Trustee and the holders of the January 2001 Notes and the
         August 2001 Trustee and the holders of the August 2001 Notes that, upon
         such investment, the Collateral Agent acting for the equal and ratable
         benefit of the 2000 Trustee and the holders of the 2000 Notes, the
         January 2001 Trustee and the holders of the January 2001 Notes and the
         August 2001 Trustee and the holders of the August 2001 Notes, will have
         a (to the Company's knowledge, with respect to priority only) first
         priority perfected security interest in the applicable investment. A
         certificate as to a class of investments need not be issued with
         respect to individual investments in securities in that class if the
         certificate applicable to the class remains accurate with respect to
         such individual investments. Counsel to the Company shall provide an
         Opinion of Counsel to the Security Agent or any Trustee, as applicable,
         in the event any such opinion is required for the applicable Indenture
         to remain in compliance with the Trust Indenture Act of 1939.

            (iii) Dividends and other Earnings. All dividends and other earnings
         paid on funds invested in U.S. Government Obligations shall be credited
         to the Security Account as additional Collateral for the benefit of the
         holders of the Notes (subject to Section 3 and Section 5) and shall be
         reinvested in accordance with the terms hereof at the Company's written
         instruction.

             (iv) Limitation on Security Agent's Responsibilities. The Security
         Agent's sole responsibilities under this Section 2 shall be (A) to
         retain possession of certificated U.S. Government Obligations (except,
         however, that the Security Agent may surrender possession to the issuer
         of any such U.S. Government Obligations for the purposes of effecting
         assignment, crediting interest, or reinvesting such security or
         reducing such security to cash) and to be the registered or designated
         owner of U.S. Government Obligations which are not certificated, (B) to
         follow the Company's written instructions given in accordance with
         Section 2(c)(i) hereof, (C) to invest and reinvest funds pursuant to
         this Section 2(c) and (D) to use its best efforts to reduce to cash
         such U.S. Government Obligations as may be required to fund any
         disbursement in accordance with Section 3 hereof. In connection with
         clause (A) above, the Security Agent will maintain continuous
         possession in the State of New York of certificated U.S. Government
         Obligations and cash included in the Collateral and will cause
         uncertificated U.S. Government Obligations to be registered in the
         book-entry system of, and transferred to an account of the Security
         Agent at, the Federal Reserve Bank of New York.


<PAGE>


                                      -7-

                  (d) Substitution of Security Agent. The Security Agent may
resign by giving no less than 30 days' prior written notice to the Company and
the Collateral Agent acting on behalf of the August 2001 Trustee, the January
2001 Trustee and the 2000 Trustee. Such resignation shall take effect upon the
later to occur of (i) delivery of all funds and U.S. Government Obligations
maintained by the Security Agent hereunder and copies of all books, records,
plans and other documents in the Security Agent's possession relating to such
funds or U.S. Government Obligations or this Agreement to a successor Security
Agent ap pointed by the Company and (ii) the Company, the Collateral Agent
acting on behalf of the August 2001 Trustee, the January 2001 Trustee and the
2000 Trustee and such successor Security Agent entering into this Agreement or
any written successor agreement no less favorable to the interests of the
holders of the Notes and the Collateral Agent acting on behalf of the August
2001 Trustee, the January 2001 Trustee and the 2000 Trustee than this Agreement;
and the Security Agent shall thereupon be discharged of all obligations under
this Agreement and shall have no further duties, obligations or responsibilities
in connection herewith. If a successor Security Agent has not been appointed or
has not accepted such appointment within 30 days after notice of resignation is
given to the Company, the Security Agent may apply to a court of competent
jurisdiction for the appointment of a successor Security Agent and no such
resignation shall take effect until such appointment of a successor Security
Agent is made and the terms of the second sentence of this Section 2(d) have
been complied with.

                  (e) Security Account Statement. Each month, the Security Agent
shall deliver to the Company, the Collateral Agent, the August 2001 Trustee, the
January 2001 Trustee and the 2000 Trustee a statement of the Security Agent in a
form reasonably satisfactory to the Company and the Collateral Agent setting
forth with reasonable particularity the balance of funds then in the Security
Account and the manner in which such funds have been and are invested (the
"Security Account Statement"). The parties hereto irrevocably instruct the
Security Agent that on the first date upon which the balance in the Security
Account (including the holdings of all U.S. Government Obligations is reduced to
zero, the Security Agent shall, as soon as practicable, deliver to the Company,
to the August 2001 Trustee, the January 2001 Trustee, the 2000 Trustee and to
the Collateral Agent a written notice that the balance in the Security Account
has been reduced to zero.

                  (f)      Representations of Security Agent.  The Security
Agent represents and warrants that (i) the Security Account created by the
Security Agent for purposes of this Agreement is a "securities account" as
defined under Section 8-501 of the UCC


<PAGE>


                                       -8-

and (ii) the Security Agent is a "securities intermediary" as defined under
Section 8-102(a) of the UCC.

         3.       Disbursements.

                  (a) Trustee Payment Notice and Disbursement Request;
Disbursements. The applicable Trustee shall, four Business Days prior to a
scheduled Interest Payment Date with respect to any of the Notes, submit to the
Collateral Agent a completed Trustee Payment Notice and Disbursement Request
substantially in the form of Exhibit A hereto. In the event that the applicable
Interest Payment Date relates to the January 2001 Notes, the applicable Trustee
shall also be required to submit to the Collateral Agent a completed Withdrawal
Certificate substantially in the form of Exhibit C hereto. In addition, the
applicable Trustee shall submit to the Collateral Agent a completed Trustee
Payment Notice and Disbursement Request substantially in the form of Exhibit A
hereto in the event that the condition set forth in the first sentence of
Section 3(d) is fulfilled.

                  (b) Collateral Agent Payment Notice and Disbursement Request;
Disbursements. The Collateral Agent, upon receipt of a Trustee Payment Notice,
shall, four Business Days prior to a scheduled Interest Payment Date with
respect to any of the Notes, submit to the Security Agent a completed Collateral
Agent Payment Notice and Disbursement Request substantially in the form of
Exhibit B hereto. In addition, the Collateral Agent shall submit to the Security
Agent a completed Collateral Agent Payment Notice and Disbursement Request
substantially in the form of Exhibit B hereto in the event that the condition
set forth in the first sentence of Section 3(d) is fulfilled.

                  The Security Agent's disbursement pursuant to any Collateral
Agent Payment Notice and Disbursement Request shall be subject to the
satisfaction of the applicable conditions set forth in Section 3(c) hereof.
Provided such Payment Notice and Disbursement Request is not rejected by it for
failure to comply with Section 3(c), the Security Agent, within two (2) Business
Days following receipt of such Collateral Agent Payment Notice and Disbursement
Request, shall disburse the funds requested in such Payment Notice and
Disbursement Request by wire or book- entry transfer of immediately available
funds to the account of the applicable Trustee.

                  (c) Conditions Precedent to Disbursement. The Security Agent's
payment of any disbursement shall be made only if: (A) the Collateral Agent
shall have submitted, in accordance with the provisions of Section 3(b) herein,
a completed Collateral Agent Payment Notice and Disbursement Request to the
Security Agent substantially in the form of Exhibit B hereto with blanks
appropriately filled in; provided, however, that the


<PAGE>


                                       -9-

Security Agent shall notify the Collateral Agent as soon as reasonably possible
(but not later than two (2) Business Days from the date of receipt of the
Collateral Agent Payment Notice and Disbursement Request) if any Collateral
Agent Payment Notice and Disbursement Request is rejected for failure to comply
with Section 3(b) and the reasons therefor and upon such notification, the
Collateral Agent shall thereupon resubmit the Payment Notice and Disbursement
Request with appropriate changes; and (B) the Security Agent and the Collateral
Agent shall not have received any notice from the 2000 Trustee, the January 2001
Trustee or the August 2001 Trustee that there has occurred and is continuing an
Event of Default (as defined in the Indentures) (in which event the Security
Agent shall apply all Available Funds as required by Section 6(c)(iii) hereof).
Notwithstanding the previous sentence, in the event that an Event of Default
shall have previously occurred but shall at the time of the Collateral Agent's
submission of a completed Collateral Agent Payment Notice and Disbursement
Request to the Security Agent such Event of Default shall no longer be
continuing, then the Security Agent shall disburse the requested funds as set
forth in the Collateral Agent Payment Notice and Disbursement Request.

                  (d) Final Release. In the event there are any Available Funds
following the disbursement to be made in connection with the interest payment on
the August 2001 Notes due August 15, 2003, such Available Funds (including U.S.
Government Obligations Investments) shall be paid to the Company immediately
upon the submission to the Security Agent of a completed Payment Notice and
Disbursement Request substantially in the form of Exhibit A hereto; provided,
however, that no Event of Default shall have occurred and be continuing at the
time of the submission of such notice. Notwithstanding the previous sentence, in
the event that an Event of Default shall have previously occurred but shall at
the time of the Collateral Agent's submission of a completed Collateral Agent
Payment Notice and Disbursement Request to the Security Agent such Event of
Default shall no longer be continuing, then the Security Agent shall disburse
the requested funds as set forth in the Collateral Agent Payment Notice and
Disbursement Request. At such time as all amounts in the Security Account shall
have been disbursed or released in accordance with this Agreement, the security
interest in the Collateral evidenced by this Agreement shall terminate and be of
no further force and effect. In addition, upon release or disbursement of any
Collateral from the Security Account in accordance with the terms of this
Agreement, the security interest evidenced by this Escrow Agreement in the
Collateral so released shall terminate and be of no further force and effect.


<PAGE>


                                      -10-

         4.       Security Agent.

                  Limitation of the Security Agent's Liability; Responsi
bilities of the Security Agent. The Security Agent's responsibility and
liability under this Agreement shall be limited as follows: (i) the Security
Agent does not represent, warrant or guaranty to the holders of the Notes from
time to time the performance of the Company; (ii) the Security Agent shall have
no responsibility to the Company or the holders of the Notes or the Collateral
Agent from time to time as a consequence of the performance by the Security
Agent hereunder, except for any gross negligence or wilful misconduct of the
Security Agent and except with respect to claims based upon such gross
negligence or wilful misconduct that are successfully asserted against the
Security Agent; (iii) the Company shall remain solely responsible for all
aspects of the Company's business and conduct; and (iv) the Security Agent is
not obligated to supervise, inspect, or inform the Company or any third party of
any matter referred to above.

                  No implied covenants or obligations shall be inferred from
this Agreement against the Security Agent, nor shall the Security Agent be bound
by the provisions of any agreement beyond the specific term hereof. Specifically
and without limiting the foregoing, the Security Agent shall in no event have
any liability in connection with its investment, reinvestment or liquidation, in
good faith and in accordance with the terms hereof, of any funds or U.S.
Government Obligations held by it hereunder, including without limitation any
liability for any delay not resulting from gross negligence or wilful misconduct
in such investment, reinvestment or liquidation, or for any loss of principal or
income incident to any such delay.

                  The Security Agent shall be entitled to rely upon any judicial
order or judgment, upon any written Opinion of Counsel or upon any
certification, instruction, notice, or other writing delivered to it by the
Company or the Collateral Agent in compliance with the provisions of this
Agreement without being required to determine the authenticity or the
correctness of any fact stated therein or the propriety or validity of service
thereof. The Security Agent may act in reliance upon any instrument comporting
with the provisions of this Agreement or signature believed by it to be genuine
and may assume that any person purporting to give notice or receipt or advice or
make any statement or execute any document in connection with the provisions
hereof has been duly authorized to do so.

                  At any time, the Security Agent may request in writing an
instruction in writing from the Company, and may at its own option include in
such request the course of action it proposes to take and the date on which it
proposes to act, regarding any matter arising in connection with its duties and
obligations


<PAGE>


                                      -11-

hereunder; provided, however, that the Security Agent shall state in such
request that it believes in good faith that such proposed course of action is
consistent with another identified provision of this Agreement. The Security
Agent shall not be liable to the Company for acting without the Company's
consent in accordance with such a proposal on or after the date specified
therein if (i) the specified date is at least two Business Days after the
Company receives the Security Agent's request for instructions and its proposed
course of action, which instructions shall have been delivered to the Company at
least two Business Days prior to such action and (ii) prior to so acting, the
Security Agent has not received the written instructions requested from the
Company, which instructions shall have been delivered to the Company at least
two Business Days prior to such action.

                  The Security Agent may act pursuant to the written advice of
counsel chosen by it with respect to any matter relating to this Agreement and
(subject to this Section 4) shall not be liable for any action taken or omitted
in accordance with such advice.

                  The Security Agent shall not be called upon to advise any
party as to selling or retaining, or taking or refraining from taking any action
with respect to, any securities or other property credited hereunder.

                  In the event of any ambiguity in the provisions of this
Agreement with respect to any funds or property credited hereunder, the Security
Agent shall be entitled to refuse to comply with any and all claims, demands or
instructions with respect to such property or funds, and the Security Agent
shall not be or become liable for its failure or refusal to comply with
conflicting claims, demands or instructions. The Security Agent shall be
entitled to refuse to act until either any conflicting or adverse claims or
demands shall have been finally determined by a court of competent jurisdiction
or settled by agreement between the conflicting claimants as evidenced in a
writing, satisfactory to the Security Agent, in which event the Security Agent
shall act in accordance with such determination or agreement.

                  No provision of this Agreement shall require the Security
Agent to expend or risk its own funds or otherwise incur any financial liability
in the performance of any of its duties hereunder.

                  The Security Agent shall not be required to institute legal
proceedings of any kind and shall not be required to initiate or defend any
legal proceedings which may be instituted against it in respect of the subject
matter of this Agreement. If the Security Agent does elect to act it will do so
only to the


<PAGE>


                                      -12-

extent that it is indemnified to its satisfaction against the cost and expense
of such defense or initiation.

         5. Indemnity. (a) The Company shall indemnify, hold harmless and defend
the Security Agent and its directors, officers, agents, employees and
controlling persons, from and against any and all claims, actions, obligations,
liabilities and expenses, including defense costs, investigative fees and costs,
reasonable legal fees, and claims for damages arising from the Security Agent's
performance under this Agreement, except to the extent that such liability,
cost, legal fee, obligation, action, expense or claim is directly attributable
to the gross negligence or wilful misconduct of any of the foregoing persons.
The Security Agent shall not be entitled to recover any costs arising under this
Section 5 from funds available in the Security Account. The provisions of this
Section shall survive any termination, satisfaction or discharge of this
Agreement as well as the resignation or removal of the Security Agent.

                  (b) The Company shall indemnify, hold harmless and defend the
Collateral Agent and its directors, officers, agents, employees and controlling
persons, from and against any and all claims, actions, obligations, liabilities
and expenses, including defense costs, investigative fees and costs, reasonable
legal fees, and claims for damages arising from the Collateral Agent's
performance under this Agreement, except to the extent that such liability,
cost, legal fee, obligation, action, expense or claim is directly attributable
to the gross negligence or wilful misconduct of any of the foregoing persons.
The Collateral Agent shall not be entitled to recover any costs arising under
this Section 5 from funds available in the Collateral Account. The provisions of
this Section shall survive any termination, satisfaction or discharge of this
Agreement as well as the resignation or removal of the Collateral Agent.

         6.       Grant of Security Interest; Appointment of Collateral Agent;
Instructions to Security Agent.

                  (a) The Company hereby irrevocably grants a (to the Company's
knowledge, with respect to priority only) first priority security interest to
the Collateral Agent acting for the equal and ratable benefit of the August 2001
Trustee for the benefit of the holders of the August 2001 Notes, the January
2001 Trustee for the benefit of the holders of the 2001 Notes and the 2000
Trustee for the benefit of the holders of the 2000 Notes in all of the Company's
right, title and interest in the Security Account, all funds credited therein
and all U.S. Government Obligations held by (or otherwise maintained in the name
of) the Security Agent pursuant to Section 2 hereof and credited to the Security
Account, as well as all rights of the Company under this Agreement
(collectively, the "Collateral"), in order to secure


<PAGE>


                                      -13-

all obligations and indebtedness of the Company under the Notes and the
Indentures. The Company shall take all actions necessary on its part to insure
the continuance of a (to the Company's knowledge, with respect to priority only)
first priority security interest, for the term of this Agreement, in the
Collateral in favor of the Collateral Agent for the equal and ratable benefit of
the Trustees in order to secure such obligations and indebtedness.

                  (b) The Collateral Agent hereby declares and agrees, and each
of the August 2001 Trustee, the January 2001 Trustee and the 2000 Trustee
agrees, that the Collateral Agent holds the Collateral as contemplated by
Section (a) above as agent under the Agreement for the benefit of the August
2001 Trustee and the holders of the August 2001 Notes, the January 2001 Trustee
and the holders of the 2001 Notes and the 2000 Trustee and the holders of the
2000 Notes as provided herein. By acceptance of the benefits of this Agreement,
the August 2001 Trustee, the January 2001 Trustee and the 2000 Trustee (i)
consent to the appointment of the Collateral Agent as agent hereunder, (ii)
confirm that the Collateral Agent shall have the authority to act as the
exclusive agent of the August 2001 Trustee's, the January 2001 Trustee and the
2000 Trustee for enforcement of any remedies under or with respect to this
Agreement and the giving or withholding of any consent or approval relating to
any Collateral of any of the August 2001 Trustee, the January 2001 Trustee's or
the 2000 Trustee's obligations with respect thereto and (iii) agree that, except
as provided in this Agreement, it shall not take any action to enforce any of
such remedies or give any such consents or approvals.

                  (c) The Company and the Collateral Agent hereby irrevocably
instruct the Security Agent to, and the Security Agent will, (i) (A) maintain
sole dominion and control over funds credited to the Security Account for the
benefit of the Collateral Agent acting for the equal and ratable benefit of the
August 2001 Trustee for the benefit of the holders of the August 2001 Notes, the
January 2001 Trustee for the benefit of the holders of the January 2001 Notes
and the 2000 Trustee for the benefit of the 2000 Notes to the extent
specifically required herein, (B) maintain, or cause its agent within the State
of New York to maintain, possession of all certificated U.S. Government
Obligations purchased hereunder that are physically possessed by the Security
Agent in order for the Collateral Agent acting for the equal and ratable benefit
of the August 2001 Trustee for the benefit of the holders of the August 2001
Notes the January 2001 Trustee for the benefit of the holders of the January
2001 Notes and the 2000 Trustee for the benefit of the 2000 Notes to enjoy a
continuous perfected first priority security interest therein under the laws of
the State of New York (the Company hereby agreeing that in the event any
certificated U.S. Government


<PAGE>


                                      -14-

Obligations are in the possession of the Company or a third party, the Company
shall use its commercially reasonable efforts to deliver all such certificates
to the Security Agent for credit to the Security Account for the benefit of the
Collateral Agent acting for the equal and ratable benefit of the August 2001
Trustee for the benefit of the holders of the August 2001 Notes, the January
2001 Trustee for the benefit of the holders of the January 2001 Notes and the
2000 Trustee for the benefit of the 2000 Notes) and (C) maintain the Collateral
free and clear of all liens, security interests, safekeeping or other charges,
demands and claims against the Security Agent of any nature now or hereafter
existing in favor of anyone other than the Collateral Agent; (ii) promptly
notify the Collateral Agent if the Security Agent receives written notice that
any person other than the Collateral Agent has a lien or security interest upon
any portion of the Collateral and (iii) in addition to disbursing amounts held
in escrow pursuant to any Payment Notice and Disbursement Requests given to it
by the Collateral Agent pursuant to Section 3, upon receipt of both (A) written
notice from the Collateral Agent that either (x) as a result of an Event of
Default the indebtedness represented by the 2000 Notes, the January 2001 Notes
or the August 2001 Notes has been accelerated or (y) the maturity date of the
2000 Notes, the January 2001 Notes or the August 2001 Notes has occurred, under
any of the Indentures, and (B) direction from the Collateral Agent to disburse
all Available Funds to the applicable Trustee, as promptly as practicable, after
following the procedures set forth in the fourth paragraph of Section 4, the
Security Agent shall disburse all funds held in the Security Account to the
applicable Trustee and transfer title to all U.S. Government Obligations held by
the Security Agent hereunder to the Collateral Agent acting for the equal and
ratable benefit of the August 2001 Trustee for the benefit of the holders of the
August 2001 Notes, the January 2001 Trustee for the benefit of the January 2001
Notes and the 2000 Trustee for the benefit of the 2000 Notes. The lien and
security interest provided for by this Section 6 shall automatically terminate
and cease as to, and shall not extend or apply to, and the Collateral Agent
shall have no security interest in, any funds disbursed by the Security Agent to
the Company pursuant to this Agreement. The Security Agent shall act solely as
the Collateral Agent's agent in connection with the duties under this Section 6,
notwithstanding any other provision contained in this Agreement, without any
right to receive compensation from the Collateral Agent and without any
authority to obligate the Collateral Agent or to compromise or pledge its
security interest hereunder.

                  (d) Any money and U.S. Government Obligations collected by the
August 2001 Trustee, the January 2001 Trustee or the 2000 Trustee pursuant to
Section 6(c)(iii) shall be applied as provided in the Indentures.


<PAGE>


                                      -15-

                  (e) The Company will execute and deliver to the Collateral
Agent such instruments and documents as may be required or as the Collateral
Agent may reasonably deem necessary or advisable to confirm or perfect the
rights of the Collateral Agent under this Agreement and the Collateral Agent's
interest in the Collateral. The Company will take all necessary action to
preserve and protect the security interest created hereby as a lien and
encumbrance upon the Collateral.

                  (f) The Company hereby appoints the Collateral Agent as its
attorney-in-fact effective upon either (i) the acceleration of the indebtedness
represented by the 2000 Notes, the January 2001 Notes or the August 2001 Notes
due to the occurrence of an Event of Default under any of the Indentures or (ii)
the maturity of the 2000 Notes, the January 2001 Notes or the August 2001 Notes,
with full power of substitution to do any act which the Company is obligated
hereto to do, and the Collateral Agent may exercise such rights as the Company
might exercise with respect to the Collateral and to take any action in the
Company's name to protect the Collateral Agent's security interest hereunder.
Prior to the occurrence of an Event of Default known to the Collateral Agent,
the Collateral Agent shall have no duty or obligation to verify or maintain the
perfection of any security interest created hereby.

         7.       Collateral Agent.

                  Limitation of the Collateral Agent's Liability;
Responsibilities of the Collateral Agent. The Collateral Agent's responsibility
and liability under this Agreement shall be limited as follows: (i) the
Collateral Agent does not represent, warrant or guaranty to the holders of the
Notes from time to time the performance of either the August 2001 Trustee, the
January 2001 Trustee or the 2000 Trustee; (ii) the Collateral Agent shall have
no responsibility to the Company, the August 2001 Trustee, the January 2001
Trustee or the 2000 Trustee or the holders of the Notes from time to time as a
consequence of the performance by the Collateral Agent hereunder, except for any
gross negligence or wilful misconduct of the Collateral Agent and except with
respect to claims based upon such gross negligence or wilful misconduct that are
successfully asserted against the Collateral Agent; (iii) the August 2001
Trustee, the January 2001 Trustee and the 2000 Trustee shall remain solely
responsible for all aspects of their respective business and conduct; and (iv)
the Collateral Agent is not obligated to supervise, inspect, or inform the
Company or any third party of any matter referred to above.

                  No implied covenants or obligations shall be inferred from
this Agreement against the Collateral Agent, nor shall the Collateral Agent be
bound by the provisions of any agreement


<PAGE>


                                      -16-

beyond the specific term hereof. Specifically and without limiting the
foregoing, the Collateral Agent shall in no event have any liability in
connection with its capacity as Collateral Agent or the efforts of the August
2001 Trustee for the benefit of the holders of the August 2001 Notes, the
efforts of the January 2001 Trustee for the benefit of the holders of the
January 2001 Notes and the efforts of the 2000 Trustee for the benefit of the
2000 Notes, of any funds or U.S. Government Obligations held by it hereunder,
including without limitation any liability for any delay not resulting from
gross negligence or wilful misconduct in such capacity as Collateral Agent or
the efforts of the August 2001 Trustee for the benefit of the holders of the
August 2001 Notes, the efforts of the January 2001 Trustee for the benefit of
the holders of the January 2001 Notes and the efforts of the 2000 Trustee for
the benefit of the holders of the 2000 Notes, or for any loss of principal or
income incident to any such delay.

                  The Collateral Agent shall be entitled to rely upon any
judicial order or judgment, upon any written Opinion of Counsel or upon any
certification, instruction, notice, or other writing delivered to it by the
Company in compliance with the provisions of this Agreement without being
required to determine the authenticity or the correctness of any fact stated
therein or the propriety or validity of service thereof. The Collateral Agent
may act in reliance upon any instrument comporting with the provisions of this
Agreement or signature believed by it to be genuine and may assume that any
person purporting to give notice or receipt or advice or make any statement or
execute any document in connection with the provisions hereof has been duly
authorized to do so.

                  At any time, the Collateral Agent may request in writing an
instruction in writing from either the August 2001 Trustee, the January 2001
Trustee or the 2000 Trustee, and may at its own option include in such request
the course of action it proposes to take and the date on which it proposes to
act, regarding any matter arising in connection with its duties and obligations
hereunder; provided, however, that the Collateral Agent shall state in such
request that it believes in good faith that such proposed course of action is
consistent with another identified provision of this Agreement. The Collateral
Agent shall not be liable to any of the August 2001 Trustee, the January 2001
Trustee or the 2000 Trustee for acting without any of the August 2001 Trustee's
Consent, the January 2001 Trustee's Consent or the 2000 Trustee's Consent in
accordance with such a proposal on or after the date specified therein if (i)
the specified date is at least two Business Days after the Company receives the
Security Agent's request for instructions and its proposed course of action,
which instructions shall have been delivered to the Company at least two
Business Days prior to such


<PAGE>


                                      -17-

action and (ii) prior to so acting, the Security Agent has not received the
written instructions requested from the Company, which instructions shall have
been delivered to the Company at least two Business Days prior to such action.

                  The Collateral Agent may act pursuant to the written advice of
counsel chosen by it with respect to any matter relating to this Agreement and
(subject to this Section 7) shall not be liable for any action taken or omitted
in accordance with such advice.

                  The Collateral Agent shall not be called upon to advise any
party as to selling or retaining, or taking or refraining from taking any action
with respect to, any securities or other property credited hereunder.

                  In the event of any ambiguity in the provisions of this
Agreement with respect to any funds or property credited hereunder, the
Collateral Agent shall be entitled to refuse to comply with any and all claims,
demands or instructions with respect to such property or funds, and the
Collateral Agent shall not be or become liable for its failure or refusal to
comply with conflicting claims, demands or instructions. The Collateral Agent
shall be entitled to refuse to act until either any conflicting or adverse
claims or demands shall have been finally determined by a court of competent
jurisdiction or settled by agreement between the conflicting claimants as
evidenced in a writing, satisfactory to the Collateral Agent, in which event the
Collateral Agent shall act in accordance with such determination or agreement.

                  No provision of this Agreement shall require the Collateral
Agent to expend or risk its own funds or otherwise incur any financial liability
in the performance of any of its duties hereunder.

                  The Collateral Agent shall not be required to institute legal
proceedings of any kind and shall not be required to initiate or defend any
legal proceedings which may be instituted against it in respect of the subject
matter of this Agreement. If the Collateral Agent does elect to act it will do
so only to the extent that it is indemnified to its satisfaction against the
cost and expense of such defense or initiation.

         8.       Termination.  This Agreement shall terminate automatically
following disbursement of all funds remaining in the Security Account (including
U.S. Government Obligations), unless sooner terminated by agreement of the
parties hereto (in accordance with the terms hereof and not in violation of
either of the Indentures); provided, however, that the obligations of the
Company under Section 5 (and any existing claims thereunder)


<PAGE>


                                      -18-

shall survive termination of this Agreement or the resignation of the Security
Agent.

         9.       Miscellaneous.

                  (a) Waiver. Any party hereto may specifically waive any breach
of this Agreement by any other party, but no such waiver shall be deemed to have
been given unless such waiver is in writing, signed by the waiving party and
specifically designating the breach waived, nor shall any such waiver constitute
a continuing waiver of similar or other breaches.

                  (b) Invalidity. If for any reason whatsoever any one or more
of the provisions of this Agreement shall be held or deemed to be inoperative,
unenforceable or invalid in a particular case or in all cases, such
circumstances shall not have the effect of rendering any of the other provisions
of this Agreement inoperative, unenforceable or invalid, and the inoperative,
unenforceable or invalid provision shall be construed as if it were written so
as to effectuate, to the maximum extent possible, the parties' intent.

                  (c) Assignment; Successors. This Agreement is personal to the
parties hereto, and the rights and duties of any party hereunder shall not be
assignable except with the prior written consent of each of the other parties.
Notwithstanding the foregoing, this Agreement shall inure to and be binding upon
the parties and their successors and permitted assigns.

                  (d) Benefit. The parties hereto and their successors and
permitted assigns, but no others, shall be bound hereby and entitled to the
benefits hereof; provided, however, that the holders of the Notes and their
permitted assigns shall be entitled to the benefits hereof and to enforce this
Agreement in accordance with the terms of the applicable Indenture.

                  (e)  Time.  Time is of the essence of each provision of this
Agreement.

                  (f) Entire Agreement; Amendments. This Agreement, the
Indentures and the terms of the Notes thereunder contain the entire agreement
among the parties with respect to the subject matter hereof and supersede any
and all prior agreements, understandings and commitments, whether oral or
written. This Agreement may be amended only by a writing signed by a duly
authorized representative of each party hereto.

                  (g) Notices. Any notice or communication shall be in writing
and delivered in person or mailed by first-class mail or sent by facsimile (with
a hard copy delivered in person or by mail promptly thereafter) and addressed as
follows:


<PAGE>


                                      -19-

                  To Collateral Agent, Security Agent, August 2001 Trustee,
                  January 2001 Trustee or 2000 Trustee, in each case addressed
                  in its specific capacity:

                  Wells Fargo Bank Minnesota, N.A.
                  Sixth & Marquette
                  MAC N9303-110
                  Minneapolis, MN 55479
                  Attn: Corporate Trust Services-Alamosa (Delaware), Inc.
                  Facsimile: (612) 667-9825
                  Telephone: (612) 667-9764

                  To the Company:

                  Alamosa (Delaware), Inc.
                  5225 S. Loop 289
                  Lubbock, Texas 79424
                  Attn:  Kendall W. Cowan
                  Facsimile:  (806) 722-1423
                  Telephone:  (806) 722-1100

                  with a copy to:

                  Skadden, Arps, Slate, Meagher & Flom LLP
                  Four Times Square
                  New York, NY 10036
                  Attn: Fred B. White, III
                  Facsimile: 212-735-2000
                  Telephone: 212-735-3000

or at such other address as the specified entity most recently may have
designated in writing in accordance with this Section.

                  (h) Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.

                  (i)      Captions.  Captions in this Agreement are for
                           --------
convenience only and shall not be considered or referred to in
resolving questions of interpretation of this Agreement.

                  (j) Choice of Law. The existence, validity, construc tion,
operation and effect of any and all terms and provisions of this Agreement shall
be determined in accordance with and governed by the laws of the State of New
York. The parties to this Agreement hereby agree that jurisdiction over such
parties and over the subject matter of any action or proceeding arising under
this Agreement may be exercised by a competent Court of the State of New York,
or by a United States Court sitting in New


<PAGE>


                                      -20-

York City. The Company hereby submits to the personal jurisdiction of such
courts, hereby waives personal service of process upon it and consents that any
such service of process may be made by certified or registered mail,
return-receipt requested, directed to the Company at its address last specified
for notices hereunder, and service so made shall be deemed completed five (5)
days after the same shall have been so mailed. All actions and proceedings
brought by the Company, or the Trustee against the Security Agent relating to or
arising from, directly or indirectly, this Agreement shall be litigated only in
Federal or New York State courts within the State of New York.

                  (k) The Company hereby represents and warrants that this
Agreement has been duly authorized, executed and delivered on its behalf and
constitutes the legal, valid and binding obligation of the Company. The
execution, delivery and performance of this Agreement by the Company does not
violate any applicable law or regulation to which the Company is subject and
does not require the consent of any governmental or other regulatory body to
which the Company is subject, except for such consents and approvals as have
been obtained and are in full force and effect. The Company hereby covenants
that it will not change its jurisdiction of incorporation without providing the
Security Agent and the Collateral Agent with 30 days prior written notice of
such change.

                  (l) Each of the Security Agent and the Collateral Agent hereby
represents and warrants that this Agreement has been duly authorized, executed
and delivered on its behalf and constitutes its legal, valid and binding
obligation.



<PAGE>


                                      -S1-

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


SECURITY AGENT:
                                              WELLS FARGO BANK MINNESOTA,
                                              N.A., as Security Agent


                                              By:/s/ Michael T. Lechner
                                                 -------------------------------
                                                 Name: Michael T. Lechner
                                                 Title:  Corporate Trust
                                                         Officer


August 2001 TRUSTEE:(as to
Paragraph 6(b) only):                         WELLS FARGO BANK MINNESOTA,
                                              N.A., as Trustee


                                              By:/s/ Michael T. Lechner
                                                 -------------------------------
                                                 Name: Michael T. Lechner
                                                 Title:  Corporate Trust
                                                         Officer


January 2001 TRUSTEE:(as to
Paragraph 6(b) only):                         WELLS FARGO BANK MINNESOTA,
                                              N.A., as Trustee


                                              By:/s/ Michael T. Lechner
                                                 -------------------------------
                                                 Name: Michael T. Lechner
                                                 Title:  Corporate Trust
                                                         Officer


2000 TRUSTEE (as to
Paragraph 6(b) only):                         WELLS FARGO BANK MINNESOTA,
                                              N.A., as Trustee


                                              By:/s/ Michael T. Lechner
                                                 -------------------------------
                                                 Name: Michael T. Lechner
                                                 Title:  Corporate Trust
                                                         Officer


<PAGE>


                                      -S2-

COLLATERAL AGENT:                             WELLS FARGO BANK MINNESOTA,
                                              N.A., as Collateral Agent

                                              By:/s/ Michael T. Lechner
                                                 -------------------------------
                                                 Name: Michael T. Lechner
                                                 Title:  Corporate Trust
                                                         Officer


<PAGE>


                                      -S3-

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


COMPANY:                                      ALAMOSA (DELAWARE), INC.


                                              By:/s/ David E. Sharbutt
                                                 -------------------------------
                                                 Name: David E. Sharbutt
                                                 Title:  Chairman of the
                                                         Board and CEO


<PAGE>


                         EXHIBIT A TO SECURITY AGREEMENT

             Form of Trustee Payment Notice and Disbursement Request

                     (Letterhead of the Applicable Trustee)

                                     [Date]


Attn:     Collateral Agent
          Wells Fargo Bank Minnesota, N.A.
          Corporate Trust Services
          Escrow Accounts

          Re:  Disbursement Request No. ________________
               (indicate whether revised)

Ladies and Gentlemen:

                  We refer to the Security Agreement, dated as of August 15,
2001 (the "Security Agreement") among Alamosa (Delaware), Inc., a Delaware
corporation (the "Company"), Wells Fargo Bank Minnesota, N.A., as security agent
(in such capacity the "Security Agent"), Wells Fargo Bank Minnesota, N.A., as
collateral agent (in such capacity, the "Collateral Agent") for Wells Fargo Bank
Minnesota, N.A., as trustee (in such capacity, the "August 2001 Trustee"), Wells
Fargo Bank Minnesota, N.A., as trustee under the August 2001 Indenture (as
defined herein) (in such capacity, the "January 2001 Trustee") under the January
2001 Indenture (as defined herein) and for Wells Fargo Bank Minnesota, N.A., as
trustee (in such capacity, the "2000 Trustee", and together with the August 2001
Trustee and the January 2001 Trustee, the "Trustees") under the 2000 Indenture,
the August 2001 Trustee (as to paragraph 6(b)), the January 2001 Trustee (as to
paragraph 6(b)) and the 2000 Trustee (as to paragraph 6(b)). Capitalized terms
used and not otherwise defined herein shall have the meaning given in the
Security Agreement.

                  This letter constitutes a Trustee Payment Notice and
Disbursement Request under the Security Agreement.

                  [choose one of the following, as applicable]

                  [The undersigned hereby notifies you that a scheduled interest
payment on the August 2001 Notes in the amount of $_________ is due and payable
on ___________, ____ and requests that you for the benefit of us send to the
Security Agent a Collateral Agent Payment and Disbursement Request requesting


<PAGE>


                                      -S2-

disbursement of funds contained in the Security Account in such amount.](1)

                  [The undersigned hereby notifies you that a scheduled interest
payment on the 2000 Notes in the amount of $_________ is due and payable on
___________, ____ and requests that you for the benefit of us send to the
Security Agent a Collateral Agent Payment and Disbursement Request requesting
disbursement of funds contained in the Security Account in such amount.](2)

                  [The undersigned hereby (i) notifies you that a scheduled
interest payment on the January 2001 Notes in the amount of $_________ is due
and payable on ________, ____, (ii) that the undersigned, in its capacity as
January 2001 Trustee, has delivered to the Collateral Agent a completed
Withdrawal Certificate substantially in the form of Exhibit C, and (iii) hereby
requests a disbursement of funds contained in the Security Account in the amount
of the Shortfall Amount (as defined in the Withdrawal Certificate).](3)

                  [The undersigned hereby authorizes you, pursuant to Section
3(d) of the Security Agreement, to send to the Security Agent a Collateral Agent
Payment and Disbursement Notice to release all Available Funds in the Security
Account to the Company (to an account designated by the Company in writing) and
to release all U.S. Government Obligations in the Security Account to the
Company (to an account designated by the Company in writing).]

                  In connection with the requested disbursement, the undersigned
hereby notifies you that:

                  1.       We have no actual knowledge that any Event of
         Default has occurred and is continuing with respect to any
         of the Notes.

                  2.       All prior disbursements from the Security Account
         have been Applied.

- ------------------
        (1) Language applicable only when an interest payment on the August 2001
Notes is due.

        (2) Language applicable only when an interest payment on the August 2001
Notes is due.

        (3) Language applicable only in the event of a scheduled interest
payment on the January 2001 Notes after an attempted draw by the January 2000
Trustee on the January Security Account that results in a shortfall.


<PAGE>


                                      -S3-

                  3.       Wells Fargo Bank Minnesota, N.A.
                           ABA # 09100019
                           F/F/C: 0001038377
                           Credit to: 11455500
                           Ref: Alamosa

                  The Collateral Agent is entitled to rely on the foregoing in
giving the Security Agent a Collateral Agent Payment Notice and Disbursement
Request requesting disbursement of funds relating to this Trustee Payment Notice
and Disbursement Request.


                                           [WELLS FARGO BANK MINNESOTA,
                                           N.A., as August 2001 Trustee


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


                                           [WELLS FARGO BANK MINNESOTA,
                                           N.A., as January 2001 Trustee


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


                                           [WELLS FARGO BANK MINNESOTA,
                                           N.A., as 2000 Trustee


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


<PAGE>


                         EXHIBIT B TO SECURITY AGREEMENT

        Form of Collateral Agent Payment Notice and Disbursement Request

                      (Letterhead of the Collateral Agent)

                                     [Date]


Attn:    Wells Fargo Bank Minnesota, N.A.
         Corporate Trust Services
         Escrow Accounts

         Re:  Disbursement Request No.
              (indicate whether revised)

Ladies and Gentlemen:

                  We refer to the Security Agreement, dated as of August 15,
2001 (the "Security Agreement") among Alamosa (Delaware), Inc., a Delaware
corporation (the "Company"), Wells Fargo Bank Minnesota, N.A., as security agent
(in such capacity the "Security Agent"), Wells Fargo Bank Minnesota, N.A., as
collateral agent (in such capacity, the "Collateral Agent") for Wells Fargo Bank
Minnesota, N.A., as trustee (in such capacity, the "August 2001 Trustee"), Wells
Fargo Bank Minnesota, N.A., as trustee under the August 2001 Indenture (as
defined herein) (in such capacity, the "January 2001 Trustee") under the January
2001 Indenture (as defined herein) and for Wells Fargo Bank Minnesota, N.A., as
trustee (in such capacity, the "2000 Trustee", and together with the August 2001
Trustee and the January 2001 Trustee, the "Trustees") under the 2000 Indenture,
the August 2001 Trustee (as to paragraph 6(b)), the January 2001 Trustee (as to
paragraph 6(b)) and the 2000 Trustee (as to paragraph 6(b)). Capitalized terms
used and not otherwise defined herein shall have the meaning given in the
Security Agreement.

                  This letter constitutes a Collateral Agent Payment Notice and
Disbursement Request under the Security Agreement.

                  [choose one of the following, as applicable]

                  [The undersigned hereby notifies you that a scheduled interest
payment on the August 2001 Notes in the amount of $_________ is due and payable
on ___________, ____ and requests a


<PAGE>


                                      -S2-

disbursement of funds contained in the Security Account in such amount.](4)

                  [The undersigned hereby notifies you that a scheduled interest
payment on the 2000 Notes in the amount of $_________ is due and payable on
___________, ____ and requests a disbursement of funds contained in the Security
Account in such amount.](5)

                  [The undersigned hereby (i) notifies you that a scheduled
interest payment on the January 2001 Notes in the amount of $_________ is due
and payable on ________, ____, (ii) that the January 2001 Trustee has delivered
to the undersigned in its capacity as Collateral Agent a completed Withdrawal
Certificate substantially in the form of Exhibit C and (iii) hereby requests a
disbursement of funds contained in the Security Agreement in the amount of the
Shortfall Amount (as defined in the Withdrawal Certificate).](6)

                  [The undersigned hereby authorizes you, pursuant to Section
3(d) of the Security Agreement, to release all Available Funds in the Security
Account to the Company (to an account designated by the Company in writing) and
to release all U.S. Government Obligations in the Security Account to the
Company (to an account designated by the Company in writing).]

                  In connection with the requested disbursement, the undersigned
hereby notifies you that:

                  1.       We have no actual knowledge that any Event of
         Default has occurred and is continuing with respect to any
         of the Notes.

                  2.       All prior disbursements from the Security Account
         have been Applied.

                  3.       Wells Fargo Bank Minnesota, N.A.
                           ABA # 09100019
                           F/F/C: 0001038377
                           Credit to: 11455500
- ---------------
        (4) Language applicable only when an interest payment on the August 2001
Notes is due.

        (5) Language applicable only when an interest payment on the 2000 Notes
is due.

        (6) Language applicable only in the event of a scheduled interest
payment on the January 2001 Notes after an attempted draw by the January 2001
Trustee on the January Security Account that results in a shortfall.


<PAGE>


                                      -S3-

                       Ref: Alamosa

                  The Security Agent is entitled to rely on the foregoing in
disbursing funds relating to this Collateral Agent Payment Notice and
Disbursement Request.


                                             WELLS FARGO BANK MINNESOTA,
                                             N.A., as Collateral Agent


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



<PAGE>


                         EXHIBIT C TO SECURITY AGREEMENT

                         Form of Withdrawal Certificate

                    (Letterhead of the January 2001 Trustee)

                                     [Date]


Attn:    Collateral Agent
         Wells Fargo Bank Minnesota, N.A.
         Corporate Trust Services
         Escrow Accounts

         Re:   Shortfall In Disbursement Request No.
               (indicate whether revised)

Ladies and Gentlemen:

                  We refer to the Security Agreement, dated as of August 15,
2001 (the "Security Agreement") among Alamosa (Delaware), Inc., a Delaware
corporation (the "Company"), Wells Fargo Bank Minnesota, N.A., as security agent
(in such capacity the "Security Agent"), Wells Fargo Bank Minnesota, N.A., as
collateral agent (in such capacity, the "Collateral Agent") for Wells Fargo Bank
Minnesota, N.A., as trustee (in such capacity, the "August 2001 Trustee"), Wells
Fargo Bank Minnesota, N.A., as trustee under the August 2001 Indenture (as
defined herein) (in such capacity, the "January 2001 Trustee") under the January
2001 Indenture (as defined herein) and for Wells Fargo Bank Minnesota, N.A., as
trustee (in such capacity, the "2000 Trustee", and together with the August 2001
Trustee and the January 2001 Trustee, the "Trustees") under the 2000 Indenture,
the August 2001 Trustee (as to paragraph 6(b)), the January 2001 Trustee (as to
paragraph 6(b)) and the 2000 Trustee (as to paragraph 6(b)). Capitalized terms
used and not otherwise defined herein shall have the meaning given in the
Security Agreement.

                  "January Security Agreement" shall mean the security
agreement, dated as of January 31, 2001, among Alamosa (Delaware), Inc., a
Delaware corporation, Wells Fargo Bank Minnesota, N.A., as security agent, Wells
Fargo Bank Minnesota, N.A., as collateral agent for Wells Fargo Bank Minnesota,
as trustee under the Indenture dated as of January 31, 2001 between Alamosa
(Delaware), Inc. and Wells Fargo Bank Minnesota, N.A., as trustee, the 2001
Trustee (as to paragraph 6(b)) and the 2000 Trustee (as to paragraph 6(b)).

                  This letter constitutes a Withdrawal Certificate under the
Security Agreement.



<PAGE>


                                      -S2-

                  [The undersigned hereby (i) notifies you that a scheduled
interest payment on the January 2001 Notes in the amount of $_________ was due
and payable on ________, ____, (ii) that the undersigned, in its capacity as
January 2001 Trustee, has delivered to the Collateral Agent under the January
Security Agreement a completed Trustee Notice and Disbursement Request in
accordance with the terms of the January Security Agreement and (iii) was
informed by the Collateral Agent under the January Security Agreement that there
was a shortfall in the funds available for disbursement pursuant to such Trustee
Notice and Disbursement Request in the amount of $___________(the "Shortfall
Amount").

                  The Collateral Agent is entitled to rely on the foregoing in
giving the Security Agent a Collateral Agent Payment Notice and Disbursement
Request requesting disbursement of funds relating to the Trustee Payment Notice
and Disbursement Request following receipt by the Collateral Agent of this
Withdrawal Certificate.


                                     [WELLS FARGO BANK MINNESOTA,
                                     N.A., as August 2001 Trustee


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


                                     [WELLS FARGO BANK MINNESOTA,
                                     N.A., as January 2001 Trustee


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


                                     [WELLS FARGO BANK MINNESOTA,
                                     N.A., as 2000 Trustee


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



<PAGE>


                                      -S1-

                         EXHIBIT D TO SECURITY AGREEMENT

                           Security Agent Compensation


Acceptance:                        $3,000

Annual Administration:             $3,000





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.1
<SEQUENCE>9
<FILENAME>file008.txt
<DESCRIPTION>COMPUTATION OF RATIO OF EARNINGS
<TEXT>
<PAGE>
                                                                    Exhibit 12.1
ALAMOSA (DELAWARE), INC.
Computation of Ratio of Earnings to Fixed Charges
(in thousands)

<TABLE>
<CAPTION>
                                                                                                  Six Months
                                                     1998            1999          2000          Ended 6/30/01
                                                ------------    ------------    ------------     ---------------
<S>                                             <C>             <C>             <C>               <C>
Net income (Loss)                               $       (924)   $    (32,836)   $    (80,188)     $    (89,571)

Fixed Charges
  Interest Expense (included Amtz of Cap Int)           --             2,641          25,775            34,663
  Interest Capitalized                                                   657            --                 981
  Amortization of Debt Issuance                                          331           1,398             1,163
  Rental Expense                                           5             642           2,059             3,661

Capitalized Interest                                    --              (657)           --                (981)
                                                ------------    ------------    ------------      ------------
Earnings (Loss)
    before fixed charges                                (919)        (29,222)        (50,956)          (50,084)
                                                ============    ============    ============      ============

Interest Expense                                        --             2,641          25,775            34,663
Capitalized Interest                                    --               657            --                 981
Amortization of Debt Issuance                           --               331           1,398             1,163
Rental Expense                                             5             642           2,059             3,661
                                                ------------    ------------    ------------      ------------
Fixed Charges                                              5           4,271          29,232            40,468
                                                ============    ============    ============      ============
Deficiency of earnings
   to fixed charges (1)                                  924          33,493          80,188            90,552
                                                ============    ============    ============      ============
</TABLE>

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



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21.1
<SEQUENCE>10
<FILENAME>file009.txt
<DESCRIPTION>SUBSIDIARIES
<TEXT>
<PAGE>
                                                                    EXHIBIT 21.1

<TABLE>
<CAPTION>
                                                                                  State of
Parent (at May 9, 2001)                Subsidiary                                 Formation
- -----------------------                ----------                                 ---------
<S>                                   <C>                                          <C>
Alamosa (Delaware), Inc.               Alamosa Delaware Operations, LLC            Delaware
Alamosa (Delaware), Inc.               Alamosa Holdings, LLC                       Delaware
Alamosa Holdings, LLC                  Alamosa PCS, Inc.                           Delaware
Alamosa Holdings, LLC                  Alamosa Missouri, LLC (1)                   Missouri
Alamosa Holdings, LLC                  Washington Oregon Wireless, LLC             Oregon
Alamosa Holdings, LLC                  SWGP, L.L.C.                                Oklahoma
Alamosa Holdings, LLC                  SWLP, L.L.C.                                Oklahoma
SWGP, L.L.C.                           Southwest PCS, L.P.                         Oklahoma
SWLP, L.L.C.                           Southwest PCS, L.P.                         Oklahoma
Southwest PCS, L.P.                    Southwest PCS Properties, LLC               Delaware
Southwest PCS, L.P.                    Southwest PCS Licenses, LLC                 Delaware
Alamosa PCS, Inc.                      Alamosa Wisconsin GP, LLC                   Wisconsin
Alamosa PCS, Inc.                      Alamosa Finance, LLC                        Delaware
Alamosa PCS, Inc.                      Alamosa Limited, LLC                        Delaware
Alamosa PCS, Inc.                      Alamosa Delaware GP, LLC                    Delaware
Alamosa PCS, Inc.                      Alamosa Wisconsin Limited Partnership       Wisconsin
Alamosa PCS Holdings, Inc.             Alamosa Wisconsin Limited Partnership       Wisconsin
Alamosa Wisconsin GP, LLC              Alamosa Wisconsin Limited Partnership       Wisconsin
Alamosa Limited, LLC                   Texas Telecommunications LP                 Texas
Alamosa Delaware GP, LLC               Texas Telecommunications LP                 Texas
Alamosa Missouri, LLC (1)              Alamosa Missouri Properties, LLC (2)        Missouri
Washington Oregon Wireless, LLC        Washington Oregon Wireless Properties, LLC  Delaware
Washington Oregon Wireless, LLC        Washington Oregon Wireless Licenses, LLC    Delaware
Alamosa Wisconsin Limited Partnership  Alamosa (Wisconsin) Properties, LLC         Wisconsin
Texas Telecommunications, LP           Alamosa Properties, LP                      Texas
Alamosa Delaware GP, LLC               Alamosa Properties, LP                      Texas
</TABLE>

(1)  Formerly Roberts Wireless Communications, L.L.C.
(2)  Formerly Roberts Wireless Properties, LLC.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>11
<FILENAME>file010.txt
<DESCRIPTION>CONSENT OF INDEPENDENT ACCOUNTANTS
<TEXT>
<PAGE>



                                                                   Exhibit 23.1
                                                                   ------------


                       CONSENT OF INDEPENDENT ACCOUNTANTS
                       ----------------------------------


We hereby consent to the use in this Registration Statement on Form S-4 of
Alamosa (Delaware), Inc. of our report dated February 19, 2001, except for Note
19 as to which the date is March 9, 2001 relating to the financial statements of
Alamosa (Delaware), Inc., which appears in such Registration Statement. We also
consent to the use of our report dated February 19, 2001 relating to the
financial statement schedule, which appears in such Registration Statement. We
also consent to the references to us under the headings "Experts" and "Selected
Financial Data" in such Registration Statement.


/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Dallas, Texas
August 28, 2001







</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>12
<FILENAME>file011.txt
<DESCRIPTION>CONSENT OF ALDRICH, KILBRIDE & TATONE, LLP
<TEXT>
<PAGE>


                                                                 Exhibit 23.2
                                                                 ------------


                  [Letterhead of Aldrich Kilbride and Tatone LLP]


                   Consent of Independent Public Accountants

We hereby consent to the use in this Registration Statement on Form S-4 of
Alamosa (Delaware), Inc. of our report dated February 28, 2001 relating to the
financial statements of Washington Oregon Wireless, LLC, which appear in the
Registration Statement. We also consent to the reference to us under the
heading "Experts" in such Registration Statement.


Aldrich Kilbride & Tatone LLP

/s/ Aldrich Kilbride & Tatone LLP


Salem, Oregon
August 27, 2001





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.3
<SEQUENCE>13
<FILENAME>file012.txt
<DESCRIPTION>CONSENT OF MELMAN, ALTON & CO., L.L.C.
<TEXT>


<PAGE>

                                                              Exhibit 23.3


                        [Letterhead of Melman, Alton & Co., L.L.C.]

                                                  Certified Public Accountants

                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the use in this Registration Statement on Form S-4 of
Alamosa (Delaware), Inc. of our report dated March 24, 2001 relating to the
consolidated financial statements of Roberts Wireless Communications, L.L.C.,
which appear in such Registration Statement. We also consent to the reference
to us under the heading "Experts" in such Registration Statement.



                                               /s/ Melman, Alton & Co., L.L.C.
                                               --------------------------------
                                               Melman, Alton & Co., L.L.C.
                                               St. Louis, Missouri
August 27, 2001




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.5
<SEQUENCE>14
<FILENAME>file013.txt
<DESCRIPTION>CONSENT OF INDEPENDENT ACCOUNTANTS
<TEXT>


<PAGE>

                                                              Exhibit 23.5



                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the use in this Registration Statement on Form S-4 of
Alamosa (Delaware), Inc. of our report dated April 27, 2001 relating to the
financial statements of SWPCS Holding, L.L.C., which appears in such
Registration Statement. We also consent to the references to us under the
headings "Experts" in such Registration Statement.


/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Dallas, Texas
August 28, 2001




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25.1
<SEQUENCE>15
<FILENAME>file014.txt
<DESCRIPTION>FORM T-1
<TEXT>

<PAGE>

                                                                   Exhibit 25.1
===============================================================================

                     SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549
                       -----------------------------

                                  FORM T-1

                          STATEMENT OF ELIGIBILITY
                 UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                  CORPORATION DESIGNATED TO ACT AS TRUSTEE
                       -----------------------------

   CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT
                           TO SECTION 305(b) (2)
                                   -----

              WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
            (Exact name of trustee as specified in its charter)

A U.S. National Banking Association                   41-1592157
(Jurisdiction of incorporation or                     (I.R.S. Employer
organization if not a U.S. national                   Identification No.)
bank)

Sixth Street and Marquette Avenue
Minneapolis, Minnesota                                55479
(Address of principal executive offices)              (Zip code)

                     Stanley S. Stroup, General Counsel
              WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
                     Sixth Street and Marquette Avenue
                        Minneapolis, Minnesota 55479
                               (612) 667-1234
                            (Agent for Service)
                       -----------------------------

                          ALAMOSA (DELAWARE), INC.
            (Exact name of obligor as specified in its charter)

Delaware                                       75-2843707
(State or other jurisdiction of                (I.R.S. Employer
incorporation or organization)                 Identification No.)

5225 S Loop 289
Lubbock, Texas                                 79424
(Address of principal executive offices)       (Zip code)

                       -----------------------------
                        13 5/8% Senior Notes due 2011
                    (Title of the indenture securities)
===============================================================================



                                     Page 1
<PAGE>

Item 1. General Information. Furnish the following information as to the
trustee:

                  (a)      Name and address of each examining or
                           supervising authority to which it is subject.

                           Comptroller of the Currency
                           Treasury Department
                           Washington, D.C.

                           Federal Deposit Insurance Corporation
                           Washington, D.C.

                           The Board of Governors of the Federal Reserve System
                           Washington, D.C.

                  (b)      Whether it is authorized to exercise corporate
                           trust powers.

                           The trustee is authorized to exercise corporate
                           trust powers.

Item 2.   Affiliations with Obligor. If the obligor is an affiliate of
          the trustee, describe each such affiliation.

                  None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the
obligor is not in default as provided under Item 13.

Item 15.  Foreign Trustee. Not applicable.

Item 16.  List of Exhibits.         List below all exhibits filed as a part
                                    of this Statement of Eligibility. Wells
                                    Fargo Bank incorporates by reference
                                    into this Form T-1 the exhibits
                                    attached hereto.

         Exhibit 1.        a.       A copy of the Articles of Association
                                    of the trustee now in effect.***

         Exhibit 2.        a.       A copy of the certificate of authority
                                    of the trustee to commence business
                                    issued June 28, 1872, by the
                                    Comptroller of the Currency to The
                                    Northwestern National Bank of
                                    Minneapolis.*

                           b.       A copy of the certificate of the
                                    Comptroller of the Currency dated
                                    January 2, 1934, approving the
                                    consolidation of The Northwestern
                                    National Bank of Minneapolis and The
                                    Minnesota Loan and Trust Company of
                                    Minneapolis, with the surviving entity
                                    being titled Northwestern National Bank
                                    and Trust Company of Minneapolis.*


                                     Page 2


<PAGE>

                           c.       A copy of the certificate of the Acting
                                    Comptroller of the Currency dated
                                    January 12, 1943, as to change of
                                    corporate title of Northwestern
                                    National Bank and Trust Company of
                                    Minneapolis to Northwestern National
                                    Bank of Minneapolis.*

                           d.       A copy of the letter dated May 12, 1983
                                    from the Regional Counsel, Comptroller
                                    of the Currency, acknowledging receipt
                                    of notice of name change effective May
                                    1, 1983 from Northwestern National Bank
                                    of Minneapolis to Norwest Bank
                                    Minneapolis, National Association.*

                           e.       A copy of the letter dated January 4,
                                    1988 from the Administrator of National
                                    Banks for the Comptroller of the
                                    Currency certifying approval of
                                    consolidation and merger effective
                                    January 1, 1988 of Norwest Bank
                                    Minneapolis, National Association with
                                    various other banks under the title of
                                    "Norwest Bank Minnesota, National
                                    Association."*

                           f.       A copy of the letter dated July 10,
                                    2000 from the Administrator of National
                                    Banks for the Comptroller of the
                                    Currency certifying approval of
                                    consolidation effective July 8, 2000 of
                                    Norwest Bank Minnesota, National
                                    Association with various other banks
                                    under the title of "Wells Fargo Bank
                                    Minnesota, National Association."****

         Exhibit  3.       A copy of the authorization of the trustee to
                           exercise corporate trust powers issued January
                           2, 1934, by the Federal Reserve Board.*

         Exhibit 4.        Copy of By-laws of the trustee as now in effect.***

         Exhibit 5.        Not applicable.

         Exhibit 6.        The consent of the trustee required by Section
                           321(b) of the Act.

         Exhibit 7.        A copy of the latest report of condition of
                           the trustee published pursuant to law or the
                           requirements of its supervising or examining
                           authority. **

         Exhibit 8.        Not applicable.

         Exhibit 9.        Not applicable.



         *        Incorporated by reference to exhibit number 25 filed with
                  registration statement number 33-66026.

         **       Incorporated by reference to exhibit number 25 filed with
                  registration statement number 333-56748

         ***      Incorporated by reference to exhibit T3G filed with
                  registration statement number 022-22473.

         ****     Incorporated by reference to exhibit number 25.1 filed
                  with registration statement number 001-15891.


                                     Page 3

<PAGE>

                                 SIGNATURE


Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Wells Fargo Bank Minnesota, National Association, a
national banking association organized and existing under the laws of the
United States of America, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all
in the City of Minneapolis and State of Minnesota on the 8th day of August
2001.






                                            WELLS FARGO BANK MINNESOTA,
                                            NATIONAL ASSOCIATION

                                            /s/ Michael T. Lechner
                                            ------------------------------------
                                            Michael T. Lechner
                                            Corporate Trust Officer


                                     Page 4

<PAGE>


                                                                       EXHIBIT 6



August 8, 2001



Securities and Exchange Commission
Washington, D.C.  20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as
amended, the undersigned hereby consents that reports of examination of the
undersigned made by Federal, State, Territorial, or District authorities
authorized to make such examination may be furnished by such authorities to
the Securities and Exchange Commission upon its request therefor.





                                            Very truly yours,

                                            WELLS FARGO BANK MINNESOTA,
                                            NATIONAL ASSOCIATION

                                            /s/ Michael T. Lechner
                                            ------------------------------------
                                            Michael T. Lechner
                                            Corporate Trust Officer


                                     Page 5



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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